Capital One Board Approves Majority Vote Standard for Election of Directors And Repurchase of Common Stock; Declares Quarterly Dividends.Proposal to Amend Company Charter to be Submitted for Stockholder Approval MCLEAN, Va. -- Capital One Financial Corporation (NYSE NYSE See: New York Stock Exchange :COF) announced today that its Board of Directors has approved an amendment to the company's Certificate of Incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. that, combined with an amendment to the company's Bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an , will establish a majority voting Majority voting Voting system under which corporate shareholders vote for each director separately. Related: Cumulative voting. majority voting standard for the election of directors. The amendment to the Certificate of Incorporation will be placed on the ballot for approval by Capital One's stockholders at the company's 2007 Annual Stockholder Meeting on April 26 in McLean, Virginia McLean is an unincorporated community located in Fairfax County in Northern Virginia. A small geographic area along Chain Bridge Road in Arlington County has a 22101 zip code and is also part of McLean. . The proposed majority vote standard requires that each nominee for the Board in future uncontested elections receive an affirmative majority of votes cast in order to be elected. Capital One's Corporate Governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. Policy already requires any incumbent director who does not receive an affirmative majority of the votes cast in an uncontested election to tender his or her resignation to the Board, which will decide within 90 days whether or not to accept the resignation. Additionally, the Board of Directors approved the repurchase of up to $3.0 billion of the Company's Common Stock, beginning in the second quarter of 2007 and continuing through the second quarter of 2008. The repurchased shares will be accounted for as treasury shares and may be used for general corporate purposes. Repurchases will be made through open market or privately negotiated transactions from time to time at prevailing market prices. Repurchases under the program will be made in compliance with Rule 10b-18 of the Securities Exchange Act of 1934 (as applicable) and other applicable securities laws. As of December 31, 2006, the Company had outstanding approximately 409.9 million shares of Common Stock. Finally, the company announced a quarterly dividend of 2 2/3 cents per share Cents per share The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned. payable February 22, 2007 to stockholders of record as of February 12, 2007. The company has announced dividends every quarter since it became an independent company on February 28, 1995. Dividends declared by the company are eligible for direct reinvestment in the company's common stock under its Dividend Reinvestment and Stock Purchase Plan. For additional plan information, stockholders should contact Computershare Trust Company, N.A., at (800) 446-2617. Forward-looking statements The company cautions that its current expectations in this release and in its Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. dated January 25, 2007 for 2007 earnings, the interest rate environment, charge-off rates, mortgage market trends, branch growth, integration costs and synergies, and the benefits of the business combination transaction involving Capital One and North Fork, including future financial and operating results, and the company's plans, objectives, expectations and intentions are forward-looking statements and actual results could differ materially from current expectations due to a number of factors, including: the risk that the company's acquired businesses will not be integrated successfully and that the cost savings and other synergies from such acquisitions may not be fully realized; continued intense competition from numerous providers of products and services which compete with Capital One's businesses; changes in our aggregate accounts and balances, and the growth rate and composition thereof; the success of the company's marketing efforts; general economic conditions affecting interest rates and consumer income, spending, and savings which may affect consumer bankruptcies, defaults, charge-offs and deposit activity; and the company's ability to execute on its strategic and operational plans. A discussion of these and other factors can be found in Capital One's annual report and other reports filed with the Securities and Exchange Commission, including, but not limited to, Capital One's report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended December 31, 2005. About Capital One Headquartered in McLean, Virginia, Capital One Financial Corporation (www.capitalone.com) is a financial holding company with more than 700 locations in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New Jersey, Connecticut, Texas and Louisiana, that offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients. Its principal subsidiaries, Capital One Bank, Capital One, F.S.B., Capital One Auto Finance, Inc., Capital One, N.A., and North Fork Bank North Fork Bank was an American bank headquartered in Melville, New York purchased by Capital One at the end of 2006 for $14.6 billion U.S. dollars. It was only the second bank bought by Capital One, and was the larger of two acquisitions comprising Capital One's 2005-06 expansion collectively had $85.8 billion in deposits and $146.2 billion in managed loans outstanding as of December 31, 2006. Capital One, a Fortune 500 company, trades on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the symbol "COF" and is included in the S&P 100 index. |
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