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SCHEDULE 14A INFORMATION

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Capital One Financial Corporation

(Name of Registrant as Specified In Its Charter)

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 2, 2013.

CAPITAL ONE FINANCIAL CORPORATION

         
            CAPITAL ONE FINANCIAL CORPORATION
            1680 CAPITAL ONE DR.
            MCLEAN, VA 22102-3491

Meeting Information
Meeting Type:		Annual Meeting
For holders as of:		March 7, 2013
Date: May 2, 2013		Time: 10:00 AM EDT
Location:	Corporate Headquarters
	1680 Capital One Drive
	McLean, VA 22102

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

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How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement           2. Annual Report on Form 10-K
How to View Online:
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Voting Items
The Board of Directors recommends you vote FOR the following:
1.	Election of Directors
	1a.	Richard D. Fairbank
	1b.	W. Ronald Dietz
	1c.	Lewis Hay, III
	1d.	Benjamin P. Jenkins, III
	1e.	Peter E. Raskind
	1f.	Mayo A. Shattuck III
	1g.	Bradford H. Warner
	1h.	Catherine G. West

The Board of Directors recommends you vote FOR proposals 2 and 3, and FOR each item of proposal 4.
2.	Ratification of selection of Ernst & Young LLP as independent auditors of Capital One for 2013.
3.	Advisory approval of Capital One's 2012 Named Executive Officer compensation.
4.	Approval of amendments to Capital One's Restated Certificate of Incorporation to remove supermajority voting standards applicable to the following actions:
	4a.	Future amendments to the Amended and Restated Bylaws and the Restated Certificate of Incorporation
	4b.	Removing any director from office
	4c.	Certain business combinations
NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

 

To: The Stockholders of Record of Capital One Financial Corporation as of the Close of Business on March 7, 2013

Notice of Proposed Amendment of Certificate of Incorporation

In accordance with Section 242 of the Delaware General Corporation Law, Capital One Financial Corporation (the “Company”) hereby provides notice that amendments to the Company’s Restated Certificate of Incorporation (the “Certificate”) will be proposed for adoption at its 2013 Annual Stockholder Meeting. A brief summary of the amendments, which are listed in the proxy statement for the 2013 Annual Stockholder Meeting as Item 4(a), Item 4(b) and Item 4(c), is set forth below:

• Future Amendments to the Bylaws and Certain Sections of the Certificate. The Certificate states that a supermajority vote is necessary for stockholders to amend the Company’s Amended and Restated Bylaws (the “Bylaws”) and to amend certain provisions in the Certificate (specifically, the provisions that: authorize the Board of Directors to create and issue rights to purchase Company securities; authorize the Board of Directors and the stockholders to amend the Bylaws; require any stockholder action to occur only at a duly called annual or special meeting of stockholders; and address the election and removal of directors). Item 4(a) proposes to amend the Certificate so that future amendments to the Bylaws and the Certificate can be approved by a majority vote of the outstanding shares.
• Removal of Directors. The Certificate states that a director can be removed from office only by a supermajority vote of stockholders. Item 4(b) proposes to amend this supermajority voting requirement so that directors can be removed by a majority vote of the outstanding shares.
• Certain Business Combinations. The Certificate states that approval of certain business combinations requires a supermajority vote of the outstanding shares of voting stock and a supermajority vote of the outstanding shares of voting stock not owned by any Interested Stockholder (as defined in the Certificate), and that similar supermajority votes are required to approve any amendment to the Certificate relating to certain business combinations. Item 4(c) proposes to amend these supermajority voting requirements so that such transactions or amendments can be approved by majority votes.

This summary is qualified in its entirety by reference to Section XIII in the Company’s proxy statement for the 2013 Annual Stockholder Meeting and Appendix A thereto. You are urged to read the Company’s proxy statement by accessing a copy of such statement by following the instructions on this Notice Regarding the Internet Availability of Proxy Materials.