8-KLeadership ChangesShareholder MattersRegulation FD

CAPITAL ONE FINANCIAL CORP 8-K Report, Executive Changes (May 8, 2017)

Filed May 8, 2017For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

This 8-K filing from Capital One Financial Corp. (COF) on May 7, 2017, primarily details several key executive and corporate governance changes. A significant highlight is the appointment of Timothy P. Golden as the new Principal Accounting Officer, effective May 8, 2017, who brings extensive experience from PricewaterhouseCoopers. The filing also outlines a planned transition for Stephen S. Crawford, moving to Senior Advisor to the CEO, with his responsibilities in Finance and Corporate Development being absorbed by CFO R. Scott Blackley, whose compensation and non-competition agreement have been adjusted accordingly. Furthermore, the report covers the outcomes of the company's 2017 Annual Stockholder Meeting held on May 4, 2017. Key votes included the re-election of all directors to the Board, ratification of Ernst & Young LLP as independent auditors, and advisory approval of the company's 2016 executive compensation. Notably, a stockholder proposal to allow action by written consent was not approved. Finally, the company announced its quarterly common stock dividend of $0.40 per share, payable on May 25, 2017, along with preferred stock dividends.

Key Highlights

  • 1Timothy P. Golden appointed Principal Accounting Officer, effective May 8, 2017.
  • 2Stephen S. Crawford to transition to Senior Advisor to the CEO, effective July 1, 2017.
  • 3CFO R. Scott Blackley assumes expanded role leading Global Finance and Corporate Development.
  • 4R. Scott Blackley's compensation increased by 12.5% and non-competition agreement extended to two years.
  • 5All incumbent directors were re-elected at the 2017 Annual Stockholder Meeting.
  • 6Ernst & Young LLP ratified as the company's independent auditors for 2017.
  • 7Quarterly common stock dividend of $0.40 per share declared, payable May 25, 2017.

Frequently Asked Questions

Timothy P. Golden has been appointed as the Principal Accounting Officer, effective May 8, 2017. He previously served as Senior Vice President and Controller since joining the company in March 2017 and has a decade of experience as a partner in PricewaterhouseCoopers' Banking and Capital Markets practice.

Stephen S. Crawford will transition from Head of Finance and Corporate Development to Senior Advisor to the CEO on July 1, 2017. Chief Financial Officer R. Scott Blackley will take on an expanded role overseeing the Global Finance organization and Corporate Development. Mr. Blackley's compensation will increase by 12.5%, and his non-competition agreement has been extended from one to two years.

The meeting saw the re-election of all ten directors, the ratification of Ernst & Young LLP as the independent auditors for 2017, and advisory approval of the company's 2016 executive compensation. The stockholders also approved an Amended and Restated Associate Stock Purchase Plan. However, a proposal for stockholders to act by written consent was not approved.

Yes, the Board of Directors declared a quarterly common stock dividend of $0.40 per share, payable on May 25, 2017, to shareholders of record on May 15, 2017. Preferred stock dividends were also declared.