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  Capital One Financial Corporation  
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 2, 2013.

CAPITAL ONE FINANCIAL CORPORATION



 
         
            CAPITAL ONE FINANCIAL CORPORATION
            1680 CAPITAL ONE DR.
            MCLEAN, VA 22102-3491







 
Meeting Information
   Meeting Type: Annual Meeting
   For holders as of:      March 7, 2013
   Date: May 2, 2013             Time: 10:00 AM EDT
   Location:  Corporate Headquarters
1680 Capital One Drive
McLean, VA 22102
 
 
You are receiving this communication because you hold shares in the company named above.
 
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
See the reverse side of this notice to obtain proxy materials and voting instructions.



—  Before You Vote  —
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Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement           2. Annual Report on Form 10-K
 
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Voting Items
      

The Board of Directors recommends you vote FOR the following:

      
1.

Election of Directors

  
                     1a.       

Richard D. Fairbank

      
1b.

W. Ronald Dietz

      
1c.

Lewis Hay, III

      
1d.

Benjamin P. Jenkins, III

      
1e.

Peter E. Raskind

      
1f.

Mayo A. Shattuck III

      
1g.

Bradford H. Warner

      
1h.

Catherine G. West

      
         
 

The Board of Directors recommends you vote FOR proposals 2 and 3, and FOR each item of proposal 4.

  
      
2.       

Ratification of selection of Ernst & Young LLP as independent auditors of Capital One for 2013.

    
        
3.

Advisory approval of Capital One's 2012 Named Executive Officer compensation.

  
      
4.

Approval of amendments to Capital One's Restated Certificate of Incorporation to remove supermajority voting standards applicable to the following actions:
  
4a.       

Future amendments to the Amended and Restated Bylaws and the Restated Certificate of Incorporation
  
4b.

Removing any director from office
  
4c.

Certain business combinations
  

NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.




 


               
     
   
   
   
   
   
 
   
   
   
 
 
 


To: The Stockholders of Record of Capital One Financial Corporation as of the Close of Business on March 7, 2013

Notice of Proposed Amendment of Certificate of Incorporation

In accordance with Section 242 of the Delaware General Corporation Law, Capital One Financial Corporation (the “Company”) hereby provides notice that amendments to the Company’s Restated Certificate of Incorporation (the “Certificate”) will be proposed for adoption at its 2013 Annual Stockholder Meeting. A brief summary of the amendments, which are listed in the proxy statement for the 2013 Annual Stockholder Meeting as Item 4(a), Item 4(b) and Item 4(c), is set forth below:

This summary is qualified in its entirety by reference to Section XIII in the Company’s proxy statement for the 2013 Annual Stockholder Meeting and Appendix A thereto. You are urged to read the Company’s proxy statement by accessing a copy of such statement by following the instructions on this Notice Regarding the Internet Availability of Proxy Materials.