DEFA14A

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

 

Filed by the Registrant [X]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:

[   ] Preliminary Proxy Statement                     [   ] Soliciting Material Under Rule 14a-12
[   ] Confidential, For Use of the
     Commission Only (as permitted by
     Rule 14a-6(e)(2))
[   ] Definitive Proxy Statement
[X] Definitive Additional Materials

Capital One Financial Corporation

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

 

[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  1) Title of each class of securities to which transaction applies:
       

 

  2) Aggregate number of securities to which transaction applies:
       

 

  3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
       

 

  4) Proposed maximum aggregate value of transaction:
       

 

  5) Total fee paid:
       

 

[   ] Fee paid previously with preliminary materials:

 

[   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

  1) Amount previously paid:
       

 

  2) Form, Schedule or Registration Statement No.:
       

 

  3) Filing Party:
       

 

  4) Date Filed:
       

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 30, 2015.

 

CAPITAL ONE FINANCIAL CORPORATION

 

Meeting Information        

 

Meeting Type:

 

  Annual Meeting

 

For holders as of:   March 5, 2015

 

Date:      April 30, 2015

 

 

  Time: 10:00 AM EDT

 

Location:    Corporate Headquarters

     1680 Capital One Drive

LOGO

     McLean, VA 22102

 

 

CAPITAL ONE FINANCIAL CORPORATION

1680 CAPITAL ONE DR.

MCLEAN, VA 22102-3491

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 

M83966-P60101-Z64838


 

  Before You Vote 

 

   

How to Access the Proxy Materials

 

  Proxy Materials Available to VIEW or RECEIVE:  

 

  1. Notice & Proxy Statement    2. Annual Report on Form 10-K

 

  How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

  How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

                                 1) BY INTERNET:         www.proxyvote.com

                                 2) BY TELEPHONE:     1-800-579-1639

                                 3) BY E-MAIL*:              sendmaterial@proxyvote.com

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 16, 2015 to facilitate timely delivery.

 

 

 

 

  How To Vote 

 

   

Please Choose One of the Following Voting Methods

 

   

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

 

M83967-P60101-Z64838


Voting Items

 

 

The Board of Directors recommends you vote FOR the following:

1.

Election of Directors

1a.

Richard D. Fairbank

1b.

Patrick W. Gross

1c.

Ann Fritz Hackett

1d.

Lewis Hay, III

1e.

Benjamin P. Jenkins, III

1f.

Pierre E. Leroy

1g.

Peter E. Raskind

1h.

Mayo A. Shattuck III

1i.

Bradford H. Warner

1j.

Catherine G. West

The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

 

2. Ratification of selection of Ernst & Young LLP as independent auditors of Capital One for 2015.

 

3. Advisory approval of Capital One’s 2014 Named Executive Officer compensation.

 

4. Approval of amendments to Capital One’s Restated Certificate of Incorporation to allow stockholders to request special meetings of the stockholders.

 

The Board of Directors recommends you vote AGAINST proposal 5.

 

5. Stockholder proposal regarding special meetings of the stockholders, if presented at the meeting.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

 

M83968-P60101-Z64838


 

 

 

 

 

 

 

 

 

 

 

 

 

M83969-P60101-Z64838