Proxy Blog

Capital One Financial Corporation

April 2, 2020

The annual proxy for this bank holding company had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, executive compensation 
  2. Board proposal on written consent 
  3. Shareholder proposal on independent chairman 

Magni voted as follows: 

  1. For and against proforma proposals.
    -For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. 
    -For auditors – There appear to be no controversies with the financial statements of the company.
    -Against “say-on-pay” advisory vote – shareholder engagement program was mentioned, though there was no disclosure of activity. The peer group was listed with superficial criteria and no benchmarking of the company against the peer group. 
  2. Against board proposal on written consent – Per the Magni position paper, Magni routinely votes against these proposals. 
  3. For shareholder proposal on independent chairman – An independent board is an important part of good governance. An independent chairman is an element of an independent board, though there are situations where an independent chairman does not make sense (e.g., a visionary founder where a material portion of the company value is connected to the founder). This company does not have one of those situations.