Capital One Financial Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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The Securities Exchange Act of 1934
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Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2025, the Compensation Committee (the “Committee”) and the independent members of the Board of Directors (the “Independent Directors”) of Capital One Financial Corporation (the “Company”) approved one-time awards of Restricted Stock Units (the “Awards”) for Mr. Richard D. Fairbank, the Company’s Chairman and Chief Executive Officer, and the Company’s other executives who are named executive officers (the “Named Executive Officers”), in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One.
Mr. Fairbank was granted 153,351 RSUs, which had a grant date value of approximately $30.0 million. Mr. Fairbank’s Award will vest in full on June 3, 2030, and will settle 50% in cash based on the Company’s average stock price over the fifteen trading days preceding the vesting date, and 50% in stock.
The Named Executive Officers were granted the following numbers of RSUs with the following approximate grant date values: Andrew M. Young: 15,336 RSUs ($3.0 million), Frank G. LaPrade, III: 12,780 RSUs ($2.5 million), Matthew W. Cooper: 28,115 RSUs ($5.5 million), and Sanjiv Yajnik: 12,780 RSUs ($2.5 million). The RSUs granted to the Named Executive Officers will vest in full on June 3, 2028, and will settle 100% in stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | The 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: June 5, 2025 | By: | /s/ Matthew W. Cooper | ||||||||||||
| Matthew W. Cooper | ||||||||||||||
| General Counsel and Corporate Secretary | ||||||||||||||
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