8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

September 8, 2016Date of Report (Date of earliest event reported) 

Canadian Pacific Railway Limited

(Exact name of registrant as specified in its charter)

Canada	001-01342	98-0355078
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7550 Ogden Dale Road S.E., Calgary, Alberta,
Canada, T2C 4X9

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (403) 319-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Financial Officer

On September 8, 2016, Canadian Pacific Railway Limited (the “Company”) announced the resignation of Mark Erceg, the Chief Financial Officer of the Company (the “CFO”) and Canadian Pacific Railway Company, effective September 9, 2016.

Appointment of Interim Vice-President and Chief Financial Officer

On September 8, 2016, the Company announced the appointment of Nadeem Velani as interim Vice-President and CFO, effective September 9, 2016.

Mr. Velani, age 44, joined the Company in March 2013 and most recently served as Vice-President Investor Relations. Prior to joining the Company, Mr. Velani spent 15 years at Canadian National Railway Co. where he worked in a variety of positions in Financial Planning, Sales and Marketing and Investor Relations. There is no arrangement or understanding with any person pursuant to which Mr. Velani was appointed as interim Vice-President and CFO. There are no transactions or relationships between the Company and Mr.Velani that are reportable under Item 404(a) of Regulation S-K.

In connection with his appointment as interim Vice-President and CFO, Mr. Velani’s base salary will increase to $375,000. Mr. Velani’s target award level under the Company’s short term incentive plan will increase to 60% of his base salary and his long term incentive opportunity will increase to 115% of his base salary. The value of Mr. Velani’s total compensation package is expected to be $1,031,250 annually.

A copy of the press releaseannouncing the resignation of Mr. Erceg and the appointment of Mr. Velani as interim Vice-President and CFO is attached as Exhibit 99.1 to this current report on Form 8- K.

ITEM 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
Exhibit 99.1	Press Release dated September 8, 2016, announcing the resignation of Mark Erceg as Chief Financial Officer and the appointment of Nadeem Velani as interim Vice-President and Chief Financial Officer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 13, 2016
	CANADIAN PACIFIC RAILWAY LIMITED
	By:	/s/ Jeffrey J. Ellis
		Name:	Jeffrey J. Ellis
		Title:	Chief Legal Officer and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
Exhibit 99.1	Press Release dated September 8, 2016, announcing the resignation of Mark Erceg as Chief Financial Officer and the appointment of Nadeem Velani as interim Vice-President and Chief Financial Officer

EX-99.1

Release: Immediate September 8, 2016

CP Chief Financial Officer Erceg to Step Down; Velani Named Interim CFO

Calgary, AB – Canadian Pacific (TSX: CP) (NYSE: CP) today announced that Executive Vice-President and Chief Financial Officer Mark Erceg is stepping down from the position of CFO effective Sep. 9, 2016. Erceg will be returning to the U.S. to assume the role of CFO at a U.S.-based NYSE-listed company where his responsibilities will include not only Finance but Information Systems.

Nadeem Velani has been appointed interim Vice-President and CFO. Velani joined CP in March 2013 and most recently served as Vice-President Investor Relations. Prior to CP, Velani spent 15 years at Canadian National Railway Co. where he worked in a variety of positions in Financial Planning, Sales and Marketing and Investor Relations.

“While this was a difficult decision for me to make, I am truly proud of the work we have done in my tenure at CP," said Erceg. "Leaving at this time to pursue this exciting new opportunity is the right decision and I know CP, under the leadership of Hunter Harrison and Keith Creel, is well positioned for continued success.”

“Mark was a big part of CP's senior leadership team and will be missed,” said E. Hunter Harrison, CP's Chief Executive Officer. “We wish him and his family well in their future endeavours and look forward to working closely with Nadeem as he assumes the role of CFO on an interim basis.”

About Canadian Pacific

Canadian Pacific (TSX:CP)(NYSE:CP) is a transcontinental railway in Canada and the United States with direct links to eight major ports, including Vancouver and Montreal, providing North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpr.ca to see the rail advantages of CP.

Contacts:

Media

Martin Cej

24/7 Media Pager: 855-242-3674

martin_cej@cpr.ca

Investment Community

Maeghan Albiston

403-319-7865

investor@cpr.ca

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