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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 8-K/A
(Amendment No. 1)
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

May 4, 2023
Date of Report (Date of earliest event reported)
____________________________________
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________
Delaware001-1330054-1719854
(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)
____________________________________
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 ICOF 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 JCOF PRJ
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series KCOF PRK
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series LCOF PRL
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series NCOF PRN
New York Stock Exchange
0.800% Senior Notes Due 2024COF24
New York Stock Exchange
1.650% Senior Notes Due 2029COF29
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. ☐






Explanatory Note
This Current Report on Form 8-K/A is being filed by Capital One Financial Corporation (the “Company”) to amend the Current Report on Form 8-K filed on May 9, 2023 (the “Original 8-K”). The Original 8-K reported the voting results of the Company's annual meeting of stockholders held on May 4, 2023. The sole purpose of this Form 8-K/A is to disclose the final vote results for the proposal to amend the Company’s Restated Certificate of Incorporation (the “Certificate”) to remove remaining supermajority voting requirements and references to Signet Banking Corporation (“Proposal Two”). Capitalized terms used, but not defined herein, shall have the meanings assigned to them in the Original 8-K.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On July 26, 2023, the Continuing Directors of the Company (as defined in the Certificate) determined that Proposal Two received more than 80% of the Non-Interested Stockholder Vote required for approval. Pursuant to Section 4 of Article IX of the Certificate, this determination was made by the Continuing Directors on the basis of information known to them after reasonable inquiry.
The material terms of the amendments of the Certificate are summarized under the heading “Section III - Approval of Amendments to Capital One Financial Corporation’s Restated Certificate of Incorporation to Remove Remaining Supermajority Voting Requirements and References to Signet Banking Corporation” in the Definitive Proxy Statement filed by the Company on March 22, 2023.

Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits
Exhibit No.Description
104The 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: July 26, 2023By:/s/ Matthew W. Cooper
Matthew W. Cooper
General Counsel and Corporate Secretary

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