Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the 2023 Annual Stockholder Meeting (the "Annual Meeting") of Capital One Financial Corporation (the "Company") held on May 4, 2023, the Company's stockholders, upon recommendation of the Board of Directors of the Company, approved and adopted the Company's Seventh Amended and Restated 2004 Stock Incentive Plan (the "Amended Plan").

The Amended Plan provides that the maximum number of shares available for issuance to participants under the Amended Plan shall be 81 million.



For a description of the terms and conditions of the Amended Plan, see "Summary
of Material Provisions of the Seventh Amended and Restated 2004 Stock Incentive
Plan" under proposal 5 "Approval and Adoption of the Capital One Financial
Corporation Seventh Amended and Restated 2004 Stock Incentive Plan" on pages
67-75 of the Company's Proxy Statement for the Annual Meeting filed with the
Securities and Exchange Commission on March 22, 2023 (the "Proxy Statement"),
which description is incorporated herein by reference. The descriptions of the
Amended Plan contained herein and in the Proxy Statement are qualified in their
entirety by reference to the full text of the Amended Plan, a copy of which is
filed hereto as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.



(a) The Annual Meeting was held on May 4, 2023. On March 8, 2023, the record
date (the "Record Date") for the Annual Meeting, 382,444,881 shares of the
Company's common stock were issued and outstanding, of which 353,568,928 were
present for purposes of establishing a quorum.

(b) Stockholders voted on the following matters:



(1) Stockholders elected Mr. Richard D. Fairbank, Mr. Ime Archibong, Ms.
Christine Detrick, Ms. Ann Fritz Hackett, Mr. Peter Thomas Killalea, Mr.
Cornelis Petrus Adrianus Joseph ("Eli") Leenaars, Mr. François Locoh-Donou, Mr.
Peter E. Raskind, Ms. Eileen Serra, Mr. Mayo A. Shattuck III, Mr. Bradford H.
Warner and Mr. Craig Anthony Williams to the Company's Board of Directors for
terms expiring at the 2024 annual meeting of stockholders or until such
director's successor is duly elected and qualified;

(2) Stockholders voted on amendments to the Company's Restated Certificate of Incorporation (the "Certificate") to remove remaining supermajority voting requirements and references to Signet Banking Corporation;

(3) Stockholders voted, on an advisory basis, to have future votes on named executive officer compensation every year;

(4) Stockholders approved, on an advisory basis, the Company's 2022 named executive officer compensation;

(5) Stockholders approved and adopted the Company's Seventh Amended and Restated 2004 Stock Incentive Plan;



(6) Stockholders ratified the selection of the firm Ernst & Young LLP to serve
as the independent registered public accounting firm of the Company for 2023;
and

(7-9) A majority of shares present in person or by proxy at the Annual Meeting
voted in favor of a shareholder proposal requesting the Company adopt a simple
majority vote standard. The other two shareholder proposals presented at the
Annual Meeting and described below did not receive majority support.

Set forth below are the number of votes cast for and against each such matter as
well as the number of abstentions and broker non-votes with respect to each such
matter.

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                                                                                                                              Broker
               Item                            Votes For                Votes Against                Abstain                Non-Votes
Election of Directors:
Richard D. Fairbank                           316,167,451                10,346,296                 1,592,535               25,462,646
Ime Archibong                                 325,557,125                 2,014,356                  534,801                25,462,646
Christine Detrick                             314,500,713                13,109,936                  495,633                25,462,646
Ann Fritz Hackett                             301,091,245                26,498,772                  516,265                25,462,646
Peter Thomas Killalea                         305,813,321                21,716,122                  576,839                25,462,646
Cornelis Petrus Adrianus Joseph               324,983,780                 2,598,704                  523,798                25,462,646
("Eli") Leenaars
François Locoh-Donou                          310,435,501                17,116,570                  554,211                25,462,646
Peter E. Raskind                              316,745,505                10,854,789                  505,988                25,462,646
Eileen Serra                                  325,793,306                 1,816,620                  496,356                25,462,646
Mayo A. Shattuck III                          315,779,689                11,844,956                  481,637                25,462,646
Bradford H. Warner                            314,010,614                13,609,783                  485,885                25,462,646
Craig Anthony Williams                        324,989,711                 2,648,999                  467,572                25,462,646
Amendments to the Company's
Restated Certificate of
Incorporation to Remove Remaining             326,747,706                 1,052,415                  306,161                25,462,646
Supermajority Voting Requirements
and References to Signet Banking
Corporation*
Advisory Approval of the Company's
2022 Named Executive Officer                  305,489,838                22,041,386                  575,058                25,462,646

Compensation


Approval and Adoption of the
Company's Seventh Amended and                 316,774,011                10,816,033                  516,238                25,462,646
Restated 2004 Stock Incentive Plan
Ratification of Selection of Ernst
& Young LLP as Independent                    341,382,670                11,979,261                  206,997                   N/A
Registered Public Accounting Firm
of the Company for 2023
Stockholder Proposal Requesting a             216,608,932                110,610,165                 887,185                25,462,646
Simple Majority Vote Standard
Stockholder Proposal Requesting a
Report on Board Oversight of Risks             3,063,266                 322,804,381                2,238,635               25,462,646
Related to Discrimination
Stockholder Proposal Requesting a             144,061,969                182,942,270                1,102,043               25,462,646

Board Skills and Diversity Matrix





*As disclosed in the Proxy Statement, the proposal to amend the Certificate
("Proposal 2") requires approval of at least 305,955,905 shares, representing
80% of the Company's common stock outstanding as of the Record Date and also
requires approval by 80% of the Company's common stock outstanding as of the
Record Date not owned directly or indirectly by any Interested Stockholder or
any Affiliate of any Interested Stockholder (as defined in the Certificate) (the
"Non-Interested Stockholder Vote"). Management has determined that Proposal 2
received the approval of more than 80% of the Company's common stock
outstanding, but has not yet confirmed if it received more than 80% of the
Non-Interested Stockholder Vote.
                                                                                                                                         Broker
Item                                    One Year                Two Years              Three Years               Abstain                Non-Votes
Advisory Vote on the
Frequency of Future Advisory           322,348,209               467,199                4,758,132                532,742               25,462,646
Votes to Approve Executive
Compensation

In accordance with the Board of Directors' recommendation and the voting results on this advisory proposal, the Company will hold an annual advisory vote to approve the compensation of its named executive officers.


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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

   Exhibit No.          Description
      10.1                Seventh Amended and Restated 2004 Stock Incentive Plan
       104              The cover page from this Current Report on Form

8-K, formatted in Inline XBRL


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