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Capital One Financial board asks shareholders to vote down investor proposal

McLean, Va.-based Capital One Financial Corp.'s board asked shareholders to vote down a proposal that would enable them to authorize actions through written consent at the company's annual shareholders' meeting May 2.

Shareholder John Chevedden said the 25% threshold for shareholders to call a special meeting may be unreachable due to time constraints and the various technicalities involved. He also said similar proposals have improved corporate governance, such as the company's board making reforms on shareholders' right to call a special meeting and shareholder proxy access.

Capital One Financial's board said all issues requiring shareholders to vote must be addressed in a shareholders' meeting. It also said Chevedden's proposal would allow "short term or special interest" shareholders to exploit it by opting not to provide advance notice to shareholders, which would deprive them the opportunity to discuss issues and to talk with the board. The board also argued that the 25% threshold allows shareholders with a significant stake in the company to call special meetings and to prevent "a small minority of stockholders" from advancing their own special interests.