0001225208-16-025842.txt : 20160208 0001225208-16-025842.hdr.sgml : 20160208 20160208211207 ACCESSION NUMBER: 0001225208-16-025842 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160204 FILED AS OF DATE: 20160208 DATE AS OF CHANGE: 20160208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE FINANCIAL CORP CENTRAL INDEX KEY: 0000927628 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541719854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1680 CAPITAL ONE DRIVE STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037201000 MAIL ADDRESS: STREET 1: 1680 CAPITAL ONE DRIVE STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: OAKSTONE FINANCIAL CORP DATE OF NAME CHANGE: 19940728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berson Jory A CENTRAL INDEX KEY: 0001365632 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13300 FILM NUMBER: 161397084 MAIL ADDRESS: STREET 1: 15000 CAPITAL ONE DRIVE CITY: RICHMOND STATE: VA ZIP: 23238 4 1 doc4.xml X0306 4 2016-02-04 0000927628 CAPITAL ONE FINANCIAL CORP COF 0001365632 Berson Jory A 1680 CAPITAL ONE DRIVE MCLEAN VA 22102 1 Chief Human Resources Officer Common Stock 2016-02-04 4 A 0 16162.0000 0.0000 A 101285.0000 D Common Stock 6586.0000 I By 401(k) 2016 Restricted Stock Units 0.0000 2016-02-04 4 A 0 9360.0000 0.0000 A Common Stock 9360.0000 9360.0000 D Restricted Stock Units 0.0000 2016-02-04 4 A 0 9698.0000 0.0000 A 2017-02-15 2017-02-15 Common Stock 9698.0000 9698.0000 D Stock Options 63.7300 2016-02-04 4 A 0 27983.0000 0.0000 A 2026-02-03 Common Stock 27983.0000 27983.0000 D This restricted stock unit award will vest in 1/3 increments beginning on February 15, 2017 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock. Includes shares acquired by the reporting person through the Company's Associate Stock Purchase Plan since the last reported transaction. Represents the reporting person's equivalent share ownership in the Company's 401(k) Plan, a unitized plan, as of the latest transaction. Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date. This award is reported net of 338 units automatically withheld by the Company to satisfy the reporting person's tax obligations. These restricted stock units will vest in 1/3 increments beginnings on February 15, 2017 and annually thereafter. Each restricted stock unit will vest on January 1, 2017 and will be settled in cash on February 15, 2017 based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the settlement date. This option becomes exercisable in 1/3 increments beginning on February 15, 2017 and annually thereafter. poaberson.txt Cleo Belmonte (POA on file) 2016-02-08 EX-24 2 poaberson.txt POWER OF ATTORNEY The undersigned hereby constitutes and appoints John G. Finneran, Jr., Shahin Rezai and Cleo Belmonte, each of them, as the true and lawful attorneys-in-fact (with full power of substitution and revocation in each) to: (1) execute, for and on behalf of the undersigned, any and all statements and reports required or permitted to be filed by the undersigned, in any and all capacities, under Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the "Act") with respect to the beneficial ownership of the securities of Capital One Financial Corporation (the "Company"), including without limitation Forms 3, 4, 5, and Form 144 required to be filed by the undersigned under Rule 144 of the Securities Act of 1933, as amended; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such statements and reports and file such statements and reports, with all amendments, supplements and exhibits thereto, with the Securities and Exchange Commission, the New York Stock Exchange and/or any other stock exchange or any similar authority and to deliver copies thereof to the Company; (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion; and (4) request and receive from any broker (i) periodic reports detailing the undersigned's retail holdings of the Company's securities held in his or her account(s) and (ii) confirmations of acquisitions or dispositions of the Company's securities, or other derivative instruments based on any of the Company's equity, effected by such broker in or through his or her account(s), with no obligation to receive further approval from the undersigned for such request(s). The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully as the undersigned could do if personally present, with full power of substitution or revocation, and hereby ratifies and confirms all that such attorneys-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney. The undersigned acknowledges that the foregoing attorneys-in-fact, acting in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Act. This Power of Attorney revokes all prior Powers of Attorney submitted to the Company with respect to the matters expressed herein, and shall remain in full force and effect until the undersigned is no longer required to file statements or reports under Section 16(a) of the Act with respect to holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7 day of January 2016. /s/ Jory A. Berson Name: Jory A. Berson ACKNOWLEDGEMENT FOR POWER OF ATTORNEY STATE OF Virginia ) ) ss. CITY/COUNTY OF Goochland ) The foregoing instrument was acknowledged before me this 7th day of January, 2016 by Jory A. Berson. /s/ Miriam Adams Camp Notary Public (SEAL) My commission expires August 31, 2018. Exhibit 24.1