8-KCorporate ChangesExhibits & Filings

CAPITAL ONE FINANCIAL CORP 8-K Report, Bylaw Amendment (Dec 1, 2021)

Filed December 1, 2021For Securities:COFCOF-PLCOF-PICOF-PKCOF-PNCOF-PJ

Summary

Capital One Financial Corporation (COF) filed a Current Report on Form 8-K on December 1, 2021, detailing the elimination of its Series G and Series H Fixed Rate Non-Cumulative Perpetual Preferred Stock. This action, formalized by filing Certificates of Elimination with the Delaware Secretary of State, signifies the complete removal of these preferred stock series from the company's charter documents. Crucially, all outstanding shares of both Series G and Series H Preferred Stock were redeemed on December 1, 2021, the same date as the filing. This move effectively removes these specific preferred stock obligations from Capital One's capital structure. For investors, this filing indicates a simplification of Capital One's capital structure by retiring two series of preferred stock. The redemption of these shares on the effective date of the elimination suggests the company is no longer obligated to these specific preferred stockholders. While the filing itself does not provide financial performance data, it signals a corporate action to streamline its equity and debt structure, which could have implications for future earnings per share and dividend policies, although specific impacts would depend on the terms of the redemption and the company's overall financial strategy.

Key Highlights

  • 1Capital One Financial Corporation (COF) filed an 8-K on December 1, 2021.
  • 2The company filed Certificates of Elimination for its Series G and Series H Fixed Rate Non-Cumulative Perpetual Preferred Stock.
  • 3These actions eliminate the Series G and Series H Preferred Stock from Capital One's Restated Certificate of Incorporation.
  • 4All outstanding shares of Series G and Series H Preferred Stock were redeemed on December 1, 2021.
  • 5The filing formalizes the retirement of these two preferred stock series.
  • 6Exhibit 3.1 and 3.2 contain the Certificates of Elimination for Series G and Series H Preferred Stock, respectively.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors that Capital One Financial Corporation has officially eliminated its Series G and Series H Fixed Rate Non-Cumulative Perpetual Preferred Stock from its charter documents and has redeemed all outstanding shares of these series.

The redemption means that Capital One has paid off its obligations to the holders of these specific preferred stock series. This simplifies the company's capital structure by removing these preferred stock issuances from its balance sheet and corporate governance documents.

While this filing primarily concerns preferred stock, the elimination and redemption of these series could indirectly benefit common stockholders by reducing preferred dividend obligations and simplifying the capital structure. However, the direct financial impact would depend on the specific terms of the redemption and the company's overall financial strategy moving forward. This filing itself does not contain financial performance figures.

The official documentation, specifically the Certificates of Elimination for the Series G and Series H Preferred Stock, are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated by reference.