Capital One Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 18, 2025, Capital One Financial Corporation, a Delaware corporation (“Capital One” or the “Company”) held a special meeting of stockholders (the “Capital One special meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 19, 2024, by and among Capital One, Discover Financial Services, a Delaware corporation (“Discover”) and Vega Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, (a) Merger Sub will merge with and into Discover (the “Merger”), with Discover continuing as the surviving corporation in the Merger; (b) immediately following the Merger, Discover, as the surviving entity, will merge with and into Capital One (the “Second Step Merger” and together with the Merger, the “Mergers”), with Capital One continuing as the surviving corporation in the Second Step Merger; and (c) immediately following the Second Step Merger, Discover Bank, a wholly owned Delaware-chartered bank subsidiary of Discover, will merge with and into Capital One’s wholly owned national bank subsidiary, Capital One, National Association (the “Bank Merger” and together with the Merger and the Second Step Merger, the “Transaction”), with Capital One, National Association continuing as the surviving entity in the Bank Merger.
As of the close of business on December 27, 2024, the record date for the Capital One special meeting, there were 381,230,343 shares of common stock, par value $0.01 per share, of Capital One (“Capital One common stock”) outstanding, each of which was entitled to one vote for each proposal at the Capital One special meeting. At the Capital One special meeting, a total of 325,198,714 shares of Capital One common stock, representing approximately 85.30% of the shares of Capital One common stock outstanding and entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.
At the Capital One special meeting, the following proposals were considered:
■A proposal to approve the issuance of Capital One common stock in connection with the Merger as merger consideration to holders of common stock, par value $0.01 per share, of Discover (the “Discover stockholders”) pursuant to the Merger Agreement (the “Capital One share issuance proposal”); and
■A proposal to adjourn the Capital One special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Capital One share issuance proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus filed by Capital One with the U.S. Securities and Exchange Commission on January 6, 2025 (the “joint proxy statement/prospectus”) is timely provided to stockholders of Capital One (the “Capital One adjournment proposal”).
Each of the two proposals was approved by the requisite vote of Capital One stockholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the joint proxy statement/prospectus.
Proposal 1: The Capital One share issuance proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 324,504,413 | 559,519 | 134,782 | N/A | ||||||||
Proposal 2: The Capital One adjournment proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 310,813,451 | 14,199,385 | 185,878 | N/A | ||||||||
Completion of the Transaction remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.
Item 8.01 Other Events.
On February 18, 2025, Capital One and Discover issued a joint press release announcing the results of the Capital One special meeting and the results of the special meeting of Discover stockholders held on February 18, 2025. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Forward Looking Statements
Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include, but are not limited to, statements related to the expected consummation of the Transaction. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,” “scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,” “believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology. All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Capital One or Discover to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, the possibility that the requisite regulatory approvals are not received on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that requisite regulatory approvals may result in the imposition of conditions that could adversely affect Capital One or the expected benefits of the Mergers following the closing of the Mergers), and the possibility of a failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in completing the Mergers or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement. Additional factors which could affect future results of Capital One and Discover can be found in Capital One’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and Discover’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K (and any amendments to those documents), in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. Capital One and Discover disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
Exhibit 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 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: February 18, 2025 | By: | /s/ Matthew W. Cooper | ||||||||||||
| Matthew W. Cooper | ||||||||||||||
| General Counsel and Corporate Secretary | ||||||||||||||
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