Amendment: 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/A
(Amendment No. 2)
(Amendment No. 2)
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CURRENT REPORT
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The Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 18, 2025, Capital One Financial Corporation (“Capital One”) completed its previously announced acquisition of Discover Financial Services as previously disclosed in Capital One’s Current Report on Form 8-K filed on May 19, 2025, as amended by Amendment No. 1 to the Current Report on Form 8-K/A filed on May 22, 2025 (the “Original 8-K”). As reported on the Original 8-K, as of the Effective Time (as defined in the Original 8-K), the Capital One board of directors (the “Board”) increased its size to 15 directors and appointed each of Thomas G. Maheras, Michael Shepherd and Jennifer L. Wong (each, a “New Director” and, collectively, the “New Directors”) to join the Board.
At the time the Original Form 8-K was filed, the Board had not yet made a determination regarding Board committee assignments for the New Directors. Capital One is filing this Amendment No. 2 to the Original 8-K to report that, on June 3, 2025, the Board appointed Mr. Shepherd to serve on the Board’s Risk Committee and Audit Committee and appointed Mr. Maheras and Ms. Wong to serve on the Board’s Risk Committee, each effective immediately.
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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