UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
February 19, 2013
Date of Report (Date of earliest event reported)
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-13300 | 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
(Former name or former address, if changed since last report)
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) On February 19, 2013, the Board of Directors (the “Board”) of Capital One Financial Corporation (the “Company”) appointed each of Benjamin P. Jenkins, III and Catherine G. West to serve as directors, effective immediately. The size of the Board was increased to eleven in connection with the appointments. Neither Mr. Jenkins nor Ms. West has been appointed to serve on any Board committee at this time. Both Mr. Jenkins and Ms. West will stand for election by the Company’s stockholders at the Annual Meeting of Stockholders in May 2013.
Neither Mr. Jenkins nor Ms. West was selected as a director pursuant to any arrangement or understanding between him or her and any other person. There are no related party transactions between the Company and Mr. Jenkins or Ms. West. Each of Mr. Jenkins and Ms. West will receive compensation for his or her services on the Board in accordance with the standard compensatory arrangement described in the Company’s proxy statement filed on March 23, 2012 for non-employee directors, pro-rated for service until the Annual Meeting of Stockholders in May 2013.
A copy of the Company’s press release announcing the appointments of Mr. Jenkins and Ms. West to the Board is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release, dated February 20, 2013 | |
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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 | ||||||
| Dated: February 20, 2013 | By: | /s/ John G. Finneran, Jr. | ||||
| John G. Finneran, Jr. | ||||||
| General Counsel and Corporate Secretary | ||||||
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Exhibit 99.1
|
|
Media Release
Contact: Tatiana Stead, 703-720-2352 Tatiana.Stead@capitalone.com | |
| FOR IMMEDIATE RELEASE: February 20, 2013 |
Benjamin P. Jenkins, III and Catherine G. West to Join the Capital One Board of Directors
Experienced Financial Services and Business Leaders to Fill Two Newly Created Seats as Independent Directors on the
Capital One Board
McLean, Va. (February 20, 2013) – Capital One Financial Corporation (NYSE: COF) today announced that Benjamin P. “Ben” Jenkins, III, former Vice Chairman of Wachovia Corporation and former President of its General Bank and Catherine G. West, Managing Director of Promontory Financial Group, have been appointed to the company’s Board of Directors. Jenkins and West will fill two newly created seats on the Board and will stand for election by Capital One stockholders in May 2013.
“Ben and Catherine bring decades of extensive banking experience and strong leadership to the Board and I am extremely pleased to welcome them to Capital One,” said Richard D. Fairbank, Chairman and Chief Executive Officer of Capital One. “Ben has had an exceptional banking career and we are privileged to benefit from his industry insights and expertise. Catherine brings a unique combination of financial, business, and regulatory experience to Capital One. Both will make excellent additions to our Board and will be valuable resources for our executive management team. We look forward to working with them.”
With more than forty years of banking experience, Jenkins is the former Vice Chairman of Wachovia Corporation and the former President of its General Bank. He retired from Wachovia
in December 2008 and most recently served as Senior Advisor, Managing Director, and Vice Chairman for Retail Banking at Morgan Stanley & Co. in New York from January 2009 to January 2011. Jenkins began his banking career at Wachovia’s predecessor and held several key leadership positions for Wachovia’s banking operations. In 1999, he was appointed head of the General Bank. Jenkins and his team were instrumental in the integration of the First Union/Wachovia and Wachovia/SouthTrust mergers, and he led the successful expansion of Wachovia’s banking network into Manhattan, Texas, and California. In 2005, he was named Vice Chairman of the corporation.
West has more than 25 years of experience in financial services, business operations and strategy. Before joining Promontory Financial Group as Managing Director in April 2012, she was Associate Director and Chief Operating Officer of the Consumer Financial Protection Bureau (CFPB), overseeing the development of the infrastructure of the newly created federal agency. Prior to joining the CFPB, West was the Chief Operating Officer for J.C. Penney. She joined J.C. Penney in June 2006 from Capital One, where she served in multiple leadership roles throughout the company, including President of Capital One’s U.S. Card business and Senior Vice President of U.S. Consumer Risk Operations. West also served on the company’s Executive Committee and as President and Director of Capital One Bank. Before joining Capital One, West spent nine years at First USA Bank, serving as Executive Vice President of Marketing Services and Operations and Senior Vice President of Card Member Services. West began her financial services career at Chevy Chase Federal Savings Bank taking on various roles and responsibilities including leading the card division.
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., and Capital One Bank (USA), N. A., had $212.5 billion in deposits and $312.9 billion in total assets outstanding as of December 31, 2012. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has more than 900 branch locations primarily in New York, New
Jersey, Texas, Louisiana, Maryland, Virginia and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index.
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