DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

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Definitive Proxy Statement

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Soliciting Material Under §240.14a-12

Capital One Financial Corporation

 

(Name of Registrant as Specified In Its Charter)

 

 

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Your Vote Counts!

          

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CAPITAL ONE FINANCIAL CORPORATION

 

2021 Annual Stockholder Meeting

  Vote by May 5, 2021 11:59 PM ET. For shares held  in a Plan,  

vote by May 3, 2021 11:59 PM ET.

 

             
     

 

CAPITAL ONE FINANCIAL CORPORATION

1680 CAPITAL ONE DR.

MCLEAN, VA 22102-3491

 

LOGO         

 

   
     

    

     
 
 
              
 
 

            D39373-P47186-Z78606

                                       
            

You invested in CAPITAL ONE FINANCIAL CORPORATION and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Stockholder Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 6, 2021.

Get informed before you vote

View the Proxy Statement and Annual Report to Stockholders/10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 22, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

 

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    * Many stockholder meetings have attendance requirements. Please check the meeting materials for any special requirements for meeting attendance.

 

V1


Vote at www.ProxyVote.com

 

 

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the

upcoming stockholder meeting. Please follow the instructions on

the reverse side to vote these important matters.

 

    Voting Items   Board
Recommends
 

1.

 

Election of Directors

 

Nominees:

 

 

1a.

  Richard D. Fairbank   LOGO  For
 

1b.

  Ime Archibong   LOGO  For
 

1c.

  Ann Fritz Hackett   LOGO  For
 

1d.

  Peter Thomas Killalea   LOGO  For
 

1e.

  Cornelis “Eli” Leenaars   LOGO  For
 

1f.

  François Locoh-Donou   LOGO  For
 

1g.

  Peter E. Raskind   LOGO  For
 

1h.

  Eileen Serra   LOGO  For
 

1i.

  Mayo A. Shattuck III   LOGO  For
 

1j.

  Bradford H. Warner   LOGO  For
 

1k.

  Catherine G. West   LOGO  For
 

1l.

  Craig Anthony Williams   LOGO  For
 

2.

  Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm of Capital One for 2021.   LOGO  For
 

3.

  Advisory approval of Capital One’s 2020 Named Executive Officer compensation.   LOGO  For
 

4.

  Approval and adoption of the Capital One Financial Corporation Sixth Amended and Restated 2004 Stock Incentive Plan.   LOGO  For

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

   
      

 

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D39374-P47186-Z78606


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    Frequently Asked Questions

 

Why am I receiving this Notice of Internet Availability?

Pursuant to the SEC “Notice and Access” proxy rules, companies are permitted to send the enclosed “Notice” instead of a full printed set of proxy materials. The Notice gives you instructions on how to view your company’s proxy materials and vote online, or how to receive a full set of printed materials by mail.

There are several advantages to your company sending a Notice instead of a full set of materials, including lowering your company’s costs and reducing the environmental impact from printing and mailing full sets of proxy materials.

How do I view the proxy materials online?

Go to www.proxyvote.com and follow the instructions. You will need to enter the number printed on the enclosed Notice in the box marked by the arrow LOGO .

What if I prefer to receive a paper copy of the proxy materials?

You can easily request a paper copy which will be mailed to you at no cost. Instructions on how to order a paper copy can be found in the “Before You Vote” section of the Notice.

Can I request to receive my proxy materials for future meetings by e-mail rather than receive a Notice?

Yes. The instructions on how to change your preferences so you receive proxy materials for future meetings by e-mail are online at www.proxyvote.com.

How can I vote my shares?

You can vote your shares online, by phone or by mail. The “How to Vote” section of the Notice provides detailed information on each of these options.

For more information about the SEC Notice and Access proxy rules please visit: www.sec.gov/spotlight/proxymatters/e-proxy.shtml.