SEC Comment Letter for CAPITAL ONE FINANCIAL CORP (COF, COF-PI, COF-PJ, COF-PK, COF-PL, COF-PN) (CIK 0000927628) (COF) — Mar 5, 2015
CAPITAL ONE FINANCIAL CORP (COF, COF-PI, COF-PJ, COF-PK, COF-PL, COF-PN) (CIK 0000927628)
Date: March 5, 2015 · CIK: 0000927628 · Accession: 0000000000-15-013535
AI Filing Summary & Sentiment
Letter
March 4, 2015 Via E -mail Mr. Gregory W. Seward Vice President, Senior Associate General Counsel Capital One Financial Corporation 1680 Capital One Drive McLean , VA 22102
Re: Capital One Financial Corporation Preliminary Proxy Statement on Schedule 14A Filed February 27, 2015 File No. 001 -13300
Dear Mr. Seward :
We have limited our review of your filing to those issues we have addressed in our comment below . In some of our additional comments, if any, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when yo u will respond. If you do not believe our comment applies to your facts and circumstances , please tell us why in your response.
After reviewing your response to this comment , we may have additional comments.
Sections XI II and XIV, page 79
1. You disclose that Proposal 4 will, if approved, be binding and will become effective upon the filing of a Certificate of Amendment to your Certificate of Incorporation with the Delaware Secretary of State. You also disclose that Proposal 5 would not be bi nding on you if approved. Please revise your disclosure to specifically address the effect of each of the following scenarios: (i) if both Proposal 4 and Proposal 5 are approved, and (ii) if only Proposal 5 is approved.
We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in po ssession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Gregory W. Seward Capital One Financial Corporation March 4, 2015 Page 2
In responding to our comment , please provide a written statement from the company acknowledging that:
the c ompany is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Will Dorton at (202) 551 -3107 or Eric Envall at (202) 551 -3234 or with any questi ons.
Sincerely,
/s/ Suza nne Hayes
Suzanne Hayes
Assistant Director
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March 4, 2015 Via E -mail Mr. Gregory W. Seward Vice President, Senior Associate General Counsel Capital One Financial Corporation 1680 Capital One Drive McLean , VA 22102 Re: Capital One Financial Corporation Preliminary Proxy Statement on Schedule 14A Filed February 27, 2015 File No. 001 -13300 Dear Mr. Seward : We have limited our review of your filing to those issues we have addressed in our comment below . In some of our additional comments, if any, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when yo u will respond. If you do not believe our comment applies to your facts and circumstances , please tell us why in your response. After reviewing your response to this comment , we may have additional comments. Sections XI II and XIV, page 79 1. You disclose that Proposal 4 will, if approved, be binding and will become effective upon the filing of a Certificate of Amendment to your Certificate of Incorporation with the Delaware Secretary of State. You also disclose that Proposal 5 would not be bi nding on you if approved. Please revise your disclosure to specifically address the effect of each of the following scenarios: (i) if both Proposal 4 and Proposal 5 are approved, and (ii) if only Proposal 5 is approved. We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in po ssession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Gregory W. Seward Capital One Financial Corporation March 4, 2015 Page 2 In responding to our comment , please provide a written statement from the company acknowledging that: the c ompany is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact Will Dorton at (202) 551 -3107 or Eric Envall at (202) 551 -3234 or with any questi ons. Sincerely, /s/ Suza nne Hayes Suzanne Hayes Assistant Director