Capital One Financial (COF) Proxy filing summary

Executive summary

• The annual stockholder meeting is scheduled for May 8, 2026, with voting on director elections, executive compensation, auditor ratification, and a shareholder proposal.

• Thirteen directors are nominated, with a majority being independent and recent additions from the Discover acquisition.

• The company completed the Discover acquisition in 2025, significantly increasing scale and capabilities.

• Strong financial performance in 2025 included 37% revenue growth, 38% loan growth, and a 31% increase in deposits.

• Total shareholder return for 2025 was 37.7%, outperforming key indices.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 13 directors, (2) advisory approval of executive compensation, (3) ratification of Ernst & Young LLP as auditor, and (4) a shareholder proposal on golden parachute arrangements.

• The board recommends voting for all directors, for executive compensation, for auditor ratification, and against the shareholder proposal.

• The shareholder proposal seeks a vote on severance packages exceeding 2.99x salary plus bonus; the board opposes it, citing existing policies and market competitiveness.

Board of directors and corporate governance

• Twelve of thirteen director nominees are independent; the CEO is the only management director.

• Board refreshment includes seven new independent directors since 2021, with three from Discover.

• Lead Independent Director role transitions to Peter Raskind in 2026.

• Board committees (Audit, Compensation, Governance and Nominating, Risk) are fully independent and conduct annual evaluations.

• Board practices include annual CEO evaluation, succession planning, and regular engagement with regulators.