Capital One Financial Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect thirteen nominated directors to the Board to serve until the next annual meeting.

2. 2

   Advisory Vote on Our Named Executive Officer Compensation (“Say on Pay”

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers for 2025 as disclosed in the proxy statement.

   More detail

   The proposal asks shareholders to provide a non-binding advisory approval of the Company’s 2025 named executive officer compensation as disclosed in the proxy statement. Management seeks this vote to reaffirm alignment between pay and performance, communicate responsiveness to shareholders, and maintain the Company’s practice of annual advisory votes on executive compensation. The compensation program is heavily equity-based (approximately 83% of CEO compensation and ~50% for other NEOs), uses multi-year performance shares tied to PSU Adjusted ROTCE, D+TBV/Sh and relative TSR for a portion of CEO pay, defers compensation, applies performance-based vesting and clawback provisions, and includes special awards related to the Discover acquisition. The board recommends a FOR vote, arguing the program links pay to long-term performance, balances risk, and is responsive to stockholder feedback; it cites strong 2025 company performance and governance features (clawbacks, double-trigger change-of-control, stock ownership/retention requirements) as rationale. Notable context includes the 2025 acquisition of Discover, Discover-related special awards and integration activities, and shareholder engagement that led to program adjustments such as an Executive Cash Severance Policy.

3. 3

   Ratification of the Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.

4. 4

   Stockholder Proposal — Shareholder Approval Requirement for Excessive Golden Parachutes

   Shareholder — John CheveddenBoard: AGAINST

   A stockholder proposal asking the Board to seek shareholder approval for any NEO severance/termination payments exceeding 2.99x base salary plus target bonus, and to include the provision in Governance Guidelines.

Upcoming shareholder meetings at Capital One Financial Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Capital One Financial Corp 2026 annual meeting?

Capital One Financial Corp (COF) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.

What is the record date for the Capital One Financial Corp 2026 meeting?

The record date for the Capital One Financial Corp 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Capital One Financial Corp's 2026 meeting?

The board is presenting 13 director nominees at the Capital One Financial Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Capital One Financial Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Capital One Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.