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Capital One Adopts a Majority Voting Standard for Election of Directors

December 9, 2005 at 3:15 PM EST

MCLEAN, Va.--(BUSINESS WIRE)--Dec. 9, 2005--Capital One Financial Corporation (NYSE:COF) announced today that its Board of Directors has revised the company's Corporate Governance Policy to adopt a majority voting standard for the election of directors. Under the revised policy, a director nominee in an uncontested election who receives less than a majority of the votes cast in favor of his or her election will be required to tender his or her resignation for consideration by the Board.

Specifically, Capital One's Corporate Governance Policy provides that:

  • The director will tender his or her resignation within five business days following certification of the stockholder vote.

  • The company's Governance and Nominating Committee will consider the director's resignation offer and recommend to the Board whether to accept it and on what terms, as well as any additional actions the Board may take following its decision. The Board will make its decision within 90 days of the resignation offer.

  • The company will disclose the Board's decision and explain its process and the factors it considered within four business days of its decision by way of a filing with the Securities and Exchange Commission.

  • Any director who tenders his or her resignation in this manner will not participate in the Committee's recommendation or the Board's decision regarding whether to accept such resignation.

The company said that this policy will give Capital One's stockholders a stronger voice in the election of directors by providing a clear process through which the Board will respond to a favorable vote by less than half of the company's stockholders. This revision to Capital One's Corporate Governance Policy takes effect immediately.

The full text of Capital One's Corporate Governance Policy can be found at

About Capital One

Headquartered in McLean, Virginia, Capital One Financial Corporation ( is a financial holding company whose principal subsidiaries, Capital One Bank, Capital One, F.S.B., Capital One Auto Finance, Inc., and Hibernia National Bank (, offer a variety of consumer lending and deposit products. Capital One's subsidiaries collectively had 49.2 million accounts and $84.8 billion in managed loans outstanding as of September 30, 2005. Capital One, a Fortune 500 company, trades on the New York Stock Exchange under the symbol "COF" and is included in the S&P 500 index.

CONTACT: Capital One Financial Corporation
Julie Rakes, 804-284-5800

SOURCE: Capital One Financial Corporation