CAPITAL ONE FINANCIAL CORPORATION | Require Shareholder Approval for Excessive Golden Parachutes at CAPITAL ONE FINANCIAL CORPORATION

Status
Filed
Previous AGM date
Resolution details
Company ticker
COF
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board seek shareholder approval of any senior managers new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executives base salary plus target short-term bonus. This proposal only applies to the Named Executive Officers. This provision shall at least be included in the Governess Guidelines of the Company or similar document.
Supporting statement
?Severance or termination payments? include cash, equity or other pay that is paid out or vests due to a senior executive?s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. ?Estimated total value? includes: lump-sum payments; payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination. The Board shall retain the option to seek shareholder approval after material terms are agreed upon. This proposal topic received 44%-support at the 2025 Capital One Financial annual meeting without any special effort by the proponent. This 44% support likely represented more than 50% support from the COF shareholders who have access to independent proxy voting advice and who are the most informed COF shareholders to cast ballots. COF has not indicted to the proponent that COF will make even the most minor effort at reform. This proposal topic also received between 51% and 65% support at: FedEx (FDX) Spirit AeroSystems (SPR) Alaska Air (ALK) AbbVie (ABBV) Fiserv (FISV) It is especially important for shareholder oversight of executive pay when there are areas of concern regarding COF performance: The U.S. Consumer Financial Protection Bureau (CFPB) sued Capital One, alleging that COF illegally cheated customers out of billions in interest payments on its "high interest" savings accounts. In October, a coalition of 18 states challenged Capital One's proposed $425 million settlement with depositors regarding deceptive practices related to savings account interest rates. Capital One also faced a lawsuit from the New York Attorney General regarding the Zelle app, alleging insufficient safety measures that allowed fraudsters to steal over $1 billion from consumers. Provisions for credit losses surged by 82% year-over-year in the first nine months of 2025, In its second-quarter 2025 earnings report, Capital One reported a net loss of -$4 billion Capital One anticipated higher integration costs for the Discover acquisition than initially estimated.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.