CAPITAL ONE FINANCIAL CORP

The proposal requests that the Board adopt a policy (to be reflected in the company’s governance guidelines) requiring shareholder approval of any new or renewed senior executive pay package that provides severance or termination payments with an estimated value greater than 2.99 times the executive’s base salary plus target short-term bonus. It defines covered payments broadly to include cash, equity, accelerated vesting, tax gross-ups, and related benefits, while excluding ordinary life insurance, pension benefits, or deferred compensation already vested. The proponent cites prior stockholder support for similar measures and points to recent regulatory actions, litigation, credit loss provisioning, and acquisition integration costs as reasons for tighter shareholder oversight of large severance arrangements. The request applies specifically to Named Executive Officers and seeks the Board’s option to present such packages for approval after material terms are agreed upon.