Summary
Capital One Financial Corporation (COF) filed an 8-K on May 8, 2012, primarily reporting on its annual meeting of stockholders and board of directors changes. A key event was the retirement of director E.R. Campbell due to the company's age restriction policy for board members. Additionally, the board appointed C.P.A.J. Leenaars as a new director, a move directly linked to the previously announced acquisition of ING Direct USA. Mr. Leenaars' appointment is a result of a shareholders agreement with ING Groep, which grants them the right to designate a board nominee. His tenure is temporary, contingent on ING Groep's shareholding in Capital One. The filing also provides details on the outcomes of the annual stockholder meeting, including the election of directors Richard D. Fairbank, Peter E. Raskind, and Bradford H. Warner, the ratification of Ernst & Young LLP as the independent auditor for 2012, and the advisory approval of the company's 2011 executive compensation. Stockholders also approved an amended and restated associate stock purchase plan. The appointment of Mr. Leenaars and his compensation package, which is entirely in cash and similar to other non-employee director compensation, are also noted.
Key Highlights
- 1E.R. Campbell, a director since 2005, retired from the Board of Directors due to the company's bylaws regarding age restrictions.
- 2C.P.A.J. Leenaars was appointed as a new director, with his term expiring at the 2013 annual meeting, stemming from the acquisition of ING Direct USA.
- 3Mr. Leenaars' appointment is in accordance with a Shareholders Agreement with ING Groep, who has the right to designate one nominee to the Board.
- 4Mr. Leenaars' directorship is subject to specific conditions, including a mandatory resignation upon ING Groep selling over 33% of its acquired Capital One shares or by February 17, 2013.
- 5The compensation package for Mr. Leenaars as a director was set at $250,000, composed entirely of cash, and is comparable to other non-employee directors.
- 6Stockholders re-elected Richard D. Fairbank, Peter E. Raskind, and Bradford H. Warner to the Board of Directors.
- 7The selection of Ernst & Young LLP as the independent registered public accounting firm for 2012 was ratified by stockholders.