2020 Proxy Statement

2020 Proxy Statement Notice of Capital One Financial Corporation’s 2020 Annual Stockholder Meeting Important Notice Regarding the Availability of Proxy Materials for The Stockholder Meeting To Be Held On April 30, 2020 The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com The 2020 Annual Stockholder Meeting of Capital One Financial Corporation (“Capital One” or “Company”) will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/COF2020 on April 30, 2020, at 10:00 a.m. Eastern Time. Items of Business As a stockholder, you will be asked to: ➊ Elect twelve nominated directors, who are listed in the proxy statement, as directors of Capital One; ➋ Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2020; ➌ Approve, on a non-binding advisory basis, our 2019 Named Executive Officer compensation (“Say on Pay”); ➍ Approve amendments to Capital One’s Restated Certificate of Incorporation to allow stockholders to act by written consent; and ➎ Consider a stockholder proposal regarding an independent Board chairman, if properly presented at the meeting. Stockholders also will transact other business that may properly come before the meeting. Record Date You may vote if you held shares of Capital One common stock as of the close of business on March 3, 2020 (“Record Date”). Proxy Voting Your vote is important. You may vote your shares in advance of the meeting via the Internet, by telephone or by mail, or by attending and voting online at the 2020 Annual Stockholder Meeting. Please refer to the section “How do I vote?” in the proxy statement for detailed voting instructions. If you vote via the Internet, by telephone or plan to vote at the 2020 Annual Stockholder Meeting, you do not need to mail in a proxy card. 2020 Virtual Annual Stockholder Meeting In light of on-going developments related to coronavirus (COVID-19) and after careful consideration, the Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for Capital One at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location while safeguarding the health of our stockholders, Board and management. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/COF2020. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:00 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting please call 1-800-586-1548 (U.S.) or 303-562-9288 (International) for assistance. We look forward to speaking with you at the meeting. On behalf of the Board of Directors, John G. Finneran, Jr. Corporate Secretary March 19, 2020 Proxy Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our annual report carefully before voting. Meeting Information Date: Thursday, April 30, 2020 Time: 10:00 a.m. Eastern Time Virtual Meeting: www.virtualshareholdermeeting.com/COF2020 Record Date: March 3, 2020 How to Vote Your vote is important. You may vote your shares in advance of the meeting via the Internet, by telephone or by mail, or by attending and voting online at the 2020 Annual Stockholder Meeting. Please refer to the section “How do I vote?” on page 120 for detailed voting instructions. If you vote via the Internet, by telephone or plan to vote at the 2020 Annual Stockholder Meeting, you do not need to mail in a proxy card. INTERNET TELEPHONE MAIL To vote before the meeting, If you received a paper copy of the proxy If you received a paper copy of visit www.proxyvote.com. materials, dial toll-free (1-800-690-6903) the proxy materials, send your To vote at the meeting, visit or the telephone number on completed and signed proxy www.virtualshareholdermeeting.com/COF2020. your voting instruction form. card or voting instruction form You will need the control You will need the control using the enclosed postage- number printed on your number printed on your paid envelope. notice, proxy card or voting proxy card or voting instruction form. instruction form. On March 19, 2020, we began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials. Voting Items Election of Directors You are being asked to elect the following twelve candidates for director: Richard D. Fairbank, Aparna Chennapragada, Ann Fritz Hackett, Peter Thomas Killalea, Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars, Pierre E. Leroy, François Locoh-Donou, Peter E. Raskind, Eileen Serra, Mayo A. Shattuck III, Bradford H. Warner and Catherine G. West. Each director nominee is standing for election to hold office until our next annual Item 1 stockholder meeting or until his or her successor is duly elected and qualified. For additional information regarding our director nominees, see “Our Board of Directors” beginning on page 11 and “Biographies of Director Nominees” beginning on page 19 of this proxy statement. For a description of our corporate governance practices, see “Corporate Governance at Capital One” beginning on page 11 of this proxy statement. ✓ Our Board of Directors (“Board”) unanimously recommends that you vote “FOR” each of these director nominees. CAPITAL ONE FINANCIAL CORPORATION 2020 PROXY STATEMENT 1 Corporate Governance Highlights Board Members and Leadership Board Governance Best Practices Ⅲ Eleven of our twelve director nominees are Ⅲ Frequent executive sessions of Independent independent; the Chief Executive Officer Directors that regularly include separate (“CEO”) and founder is the only member of meetings with our Chief Financial Officer management who serves as a director (“CFO”), General Counsel, Chief Risk Officer, Chief Audit Officer, Chief Credit Review Officer, Ⅲ Active and empowered Lead Independent Chief Compliance Officer, and Chief Information Director elected annually by the independent Security Officer members of our Board (“Independent Directors”) Ⅲ Annual assessments of the Board and each of its committees, the Independent Directors and Ⅲ Active and empowered committee chairs, all of the Lead Independent Director whom are independent Ⅲ Active engagement and oversight of Company Ⅲ Directors have a mix of tenures, including long- strategy, risk management and the Company’s standing members, relatively new members, political activities and contributions and others at different points along the tenure continuum Ⅲ Direct access by the Board to key members of management at the discretion of Independent Ⅲ Directors reflect a variety of experiences and Directors skills that match the Company’s complexity and strategic direction and give the Board the Ⅲ Annual CEO evaluation process led by the Lead collective capability necessary to oversee the Independent Director Company’s activities Ⅲ Regular talent and succession planning Ⅲ Regular discussions regarding Board discussions regarding the CEO and other key recruiting, succession and refreshment executives including director skills and qualifications that Ⅲ Regular meetings between the Board and support the Company’s long-term strategic federal banking regulators objectives Stockholder Engagement and Stockholder Role in Governance Ⅲ Regular outreach and engagement throughout the year by our CEO, CFO and Investor Relations team with stockholders regarding Company strategy and performance Ⅲ Outreach and engagement with governance representatives of our largest stockholders at least two times per year Ⅲ Feedback from investors regularly shared with our Board and its committees to ensure that our Board has insight on investor views Ⅲ Board and Governance and Nominating Committee review extensive briefings and benchmarking reports on corporate governance practices and emerging corporate governance issues Ⅲ Majority voting for directors with resignation policy in uncontested elections Ⅲ Stockholders holding at least 25% of outstanding common stock may request a special meeting Ⅲ Stockholders will be able to act by written consent, if Item 4 is approved Ⅲ Proxy access by stockholders holding 3% of outstanding common stock for three years can nominate director candidates Ⅲ No supermajority vote provisions for amendments to Bylaws and Certificate of Incorporation or removing a director from office Ⅲ No stockholder rights plan (commonly referred to as a “poison pill”) 2 CAPITAL ONE FINANCIAL CORPORATION 2020 PROXY STATEMENT Ratification of Selection of Our Independent Registered Public Accounting Firm You are being asked to ratify the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2020. For additional information regarding the Audit Committee’s

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