UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

January 30, 2020

Date of Report (Date of earliest event reported)

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CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware		001-13300	54-1719854
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
1680 Capital One Drive,
McLean,	Virginia		22102
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)	COF	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B	COF PRP	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F	COF PRF	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G	COF PRG	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H	COF PRH	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I	COF PRI	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J	COF PRJ	New York Stock Exchange
0.800% Senior Notes Due 2024	COF24	New York Stock Exchange
1.650% Senior Notes Due 2029	COF29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On January 30, 2020, the Compensation Committee (the “Committee”) and the independent members of the Board of Directors (the “Independent Directors”) of Capital One Financial Corporation (the “Company”) approved the 2020 compensation plans for Mr. Richard D. Fairbank, the Company’s Chairman, Chief Executive Officer and President, and the Company’s other current executives who are named executive officers (the “Named Executive Officers”). Consistent with the Company’s long-standing practice, the compensation plans take effect immediately and are designed to directly link Mr. Fairbank’s and the Named Executive Officers’ compensation with the Company’s performance over multiple time horizons and to align their interests with the interests of the Company’s stockholders. In addition, the Committee and the Independent Directors approved incentive awards to Mr. Fairbank and the Named Executive Officers for the 2019 performance year.

2019 Incentive Award for the Chief Executive Officer

In January 2019, the Committee and the Independent Directors approved a 2019 compensation plan for Mr. Fairbank that included the opportunity to receive a year-end incentive award in early 2020 based on the Company’s actual performance in 2019. Any such award would consist of a performance share award, and also could consist of deferred cash, an equity-based award, or both. After evaluating the Company’s performance in 2019, on January 30, 2020, the Committee and the Independent Directors approved a year-end incentive award to Mr. Fairbank totaling $18.0 million. The awards consist of (i) a performance share award with a grant date fair value of $13.0 million, under which Mr. Fairbank may receive from 0% to 150% of a target number of 127,239 shares of the Company’s common stock based on the Company’s performance over a three-year period from January 1, 2020 through December 31, 2022, (ii) a deferred cash bonus in the amount of $3.0 million and (iii) a grant of 19,576 restricted stock units (“RSUs”) with a grant date fair value of $2.0 million. The deferred cash bonus is mandatorily deferred for three years into the Company’s Voluntary Non-Qualified Deferred Compensation Plan and will pay out in the first calendar quarter of 2023. The RSUs will vest in full on February 15, 2023, and settle in cash based on the Company’s average stock price over the fifteen trading days preceding the vesting date. The performance shares, deferred cash bonus and cash-settled RSUs are subject to the same clawback and, with respect to the cash-settled RSUs, performance-based vesting provisions as described in the Proxy Statement for the 2019 Annual Stockholder Meeting (the “2019 Proxy Statement”) with respect to the performance share award granted to Mr. Fairbank in February 2018 and the deferred cash bonus and cash-settled RSUs granted to Mr. Fairbank in January 2019.

2020 Compensation Plan for the Chief Executive Officer

On January 30, 2020, the Committee and the Independent Directors approved a structure for Mr. Fairbank’s 2020 compensation plan that is substantially similar to the structure of Mr. Fairbank’s 2019 compensation plan and consists of an equity-based award in the form of RSUs and an opportunity to receive a year-end incentive award in early 2021 based on the Company’s actual performance in 2020. Similar to Mr. Fairbank’s 2019 plan, the awards provided for under the 2020 plan are completely at-risk based on the Company’s performance, with payout opportunities deferred for three years. The Committee and the Independent Directors decided not to set a total target compensation for Mr. Fairbank for 2020. As in previous compensation plans for Mr. Fairbank, the 2020 compensation plan does not provide for a cash salary.

Under the plan, on January 30, 2020, the Committee and the Independent Directors granted Mr. Fairbank 17,129 RSUs with a grant date fair value of $1.75 million that will vest in full on February 15, 2023 and settle in cash based on the Company’s average stock price over the fifteen trading days preceding the vesting date. The RSUs are subject to the same clawback and performance-based vesting provisions as described in the 2019 Proxy Statement with respect to the cash-settled RSUs granted to Mr. Fairbank in January 2019.

Mr. Fairbank also has an opportunity to receive a year-end incentive award in early 2021 based on the Company’s actual performance in 2020 solely in the discretion of the Committee and the Independent Directors. Any such award (a) will consist of a performance share award under which he may receive from 0% to 150% of a target number of shares of the Company’s common stock based on the Company’s performance over the three year period from January 1, 2020 through December 31, 2022, and (b) may also consist of deferred cash, an equity-based award, or both. The Committee’s and the Independent Directors’ determination regarding whether to make the year-end incentive award, the form of the awards and the value of the awards, will be based on a qualitative evaluation of multiple factors, and any such awards will be completely at-risk based on the Company’s performance.

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2019 Incentive Awards for the Named Executive Officers

On January 30, 2020, the Committee and the Independent Directors granted to the Named Executive Officers awards that consisted of a cash incentive award, stock-settled RSUs, and performance shares in recognition of the Company’s and the executives’ performance in 2019. The terms and conditions of these cash incentive and equity awards are the same as the awards granted to the Named Executive Officers, as described in the 2019 Proxy Statement. Specifically, the stock-settled RSUs are subject to the same performance-based vesting provisions as described in the 2019 Proxy Statement with respect to the stock-settled RSUs granted to the Named Executive Officers in January 2019. The number of performance shares earned at vesting is based on relative performance and absolute performance measures, as described in the 2019 Proxy Statement with respect to the performance shares granted to the Named Executive Officers in January 2019. Both the performance shares and the stock-settled RSUs are subject to the same clawback provisions as described in the 2019 Proxy Statement with respect to the incentive awards granted to the Named Executive Officers in January 2019.

2020 Compensation Plan for the Named Executive Officers

On January 30, 2020, the Committee and the Independent Directors approved a 2020 compensation plan for the Named Executive Officers that is substantially similar to the structure of Named Executive Officers’ 2019 compensation plan. The Named Executive Officers’ total target compensation ranges between $5.4 million and $5.5 million.

Approximately 20% of each Named Executive Officer’s total target compensation will be paid as regular cash salary throughout the performance year.

Approximately 25% of each Named Executive Officer’s total target compensation will consist of an opportunity to receive a cash incentive award in early 2021. The amount of any such cash incentive award will be determined solely in the discretion of the Committee and the Independent Directors based on a variety of company performance factors assessing the Company’s actual performance in 2020.

The remaining approximately 55% of the Named Executive Officers’ total target compensation is expected to consist of equity incentive awards in the form of (a) restricted stock units that settle in shares of the Company’s common stock and (b) performance share awards. The equity incentive awards will be subject to the same terms and conditions as the equity incentive awards granted to the Named Executive Officers in 2019, as described in the 2019 Proxy Statement, and the awards, if any, will be granted to the Named Executive Officers in early 2021 solely in the discretion of the Committee and the Independent Directors and will be completely at-risk based on the individual executive’s performance in 2020.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CAPITAL ONE FINANCIAL CORPORATION
Date: February 3, 2020	By:	/s/ Matthew W. Cooper
		Matthew W. Cooper
		General Counsel

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