SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 24, 2008
CAPITAL ONE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-13300 | 54-1719854 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 1680 Capital One Drive, McLean, Virginia |
22102 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 720-1000
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Capital One Financial Corporation (the “Company”) announced yesterday via press release that Mr. Bradford H. Warner has been appointed to the Company’s Board of Directors effective as of April 24, 2008.
Mr. Warner will participate in the same compensation program as each of the Company’s other non-employee Directors. Under the program, Mr. Warner is entitled to receive the following:
| • | an annual cash retainer of $70,000; |
| • | an annual cash retainer of $40,000 for service on two Board committees; and |
| • | an annual award of $170,000 in restricted stock units of Capital One common stock. |
Mr. Warner also is entitled to receive certain other benefits provided to all non-employee Directors as described in the Company’s 2008 Proxy Statement filed with the Securities and Exchange Commission on March 11, 2008.
A copy of the press release announcing the appointment of Mr. Warner to the Board of Directors is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release issued by the Company, dated April 28, 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPITAL ONE FINANCIAL CORPORATION | ||||
| Date: April 29, 2008 | ||||
| /s/ John G. Finneran, Jr. | ||||
| Name: | John G. Finneran, Jr. | |||
| Title: | General Counsel and Corporate Secretary | |||
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EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release issued by the Company, dated April 28, 2008. |
4
Exhibit 99.1
 |
Press Release Contact: Tatiana Stead 703.720.2352 | |
| 1680 Capital One Drive, McLean, VA 22102 | tatiana.stead@capitalone.com |
FOR IMMEDIATE RELEASE: April 28, 2008
Bradford Warner Joins Capital One Board of Directors
Veteran Banker Brings His Breadth of Experience to the Capital One Board
McLean, Va. (April 28, 2008) – Capital One Financial Corporation (NYSE: COF) today announced that Bradford H. Warner, former President of Premier and Small Business Banking at Bank of America Corporation, has been appointed to the Board of Directors of Capital One. Warner will join the Board’s Audit and Risk Committee and the Finance and Trust Oversight Committee. He will join the class of directors whose nominations will be submitted for election by Capital One stockholders in April 2009.
“I am extremely pleased to welcome Brad to our Board,” said Richard D. Fairbank, Chairman and Chief Executive Officer of Capital One. “Brad has had an exceptional banking career and we are privileged to benefit from his industry insights and experience. He will make an excellent addition to our Board and will be a valuable resource for our executive management team.”
After a nearly 30-year career with BankBoston and its successor companies, Warner retired as Head of Premier and Small Business Banking for Bank of America in September 2004, a position assumed in 2003 when FleetBoston Financial was acquired by Bank of America, and was responsible for two national business lines; Premier (banking and investment services for 500,000 affluent customers) and Small Business (ranked #1 in the US with 2 million clients) with revenues totaling $3.7 billion.
Warner brings to Capital One the benefits of an extensive and varied career in banking. He served as Executive Vice President of FleetBoston Financial, where he led Personal Financial Services from 2002 to 2003 and oversaw the management of Consumer Banking & Distribution, Banking Products, Community Banking, as well as Fleet Credit Card Services, Quick & Reilly, and Small Business. From 2001 to 2002, he was responsible for the Consumer Business Group, providing deposit and credit products to consumers and small businesses. Warner also served as Vice Chairman of the Investment Services Group from 2000 to 2001. Prior to that, he was responsible for the Regional Bank at BankBoston from 1998 to 2000. Warner began his professional banking career at BankBoston in 1975 and served in various capacities including Executive Vice President of Global Capital Markets, Group Executive for the Global Treasury Group, Managing Director of Worldwide Asset-Liability Management and Director of Public Finance.
Warner earned a Bachelor of Arts from Brown University and holds a Masters of Business Administration from the Wharton School at the University of Pennsylvania. Warner currently serves as Board Chairman of South Shore Christian Academy and is also on the Board of Trustees of Gordon College, both in the greater Boston area.
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries collectively had $87.7 billion in deposits and $148.0 billion in managed loans outstanding as of March 31, 2008. Headquartered in McLean,
Va., Capital One has 745 locations in New York, New Jersey, Connecticut, Texas and Louisiana. It is a diversified financial services company whose principal subsidiaries, Capital One, N.A., Capital One Bank (USA), N. A., and Capital One Auto Finance, Inc., offer a broad spectrum of financial products and services to consumers, small businesses and commercial clients. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index.
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