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

December 22, 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 of

Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On December 22, 2016,  the Board of Directors (the “Board”) of Canadian Pacific Railway Limited (the “Company”) appointed Gordon Trafton as a director effective January 1, 2017. The Board committees to which Mr. Trafton will be named have not yet been determined.

There is no arrangement or understanding with any person pursuant to which Mr. Trafton was appointed as a member of the Board. There are no transactions or relationships between the Company and Mr. Trafton that are reportable under Item 404(a) of Regulation S-K. Mr. Trafton will be compensated in accordance with the Company’s standard compensation policies and practices for non-executive directors, the components of which were disclosed in the Company’s Proxy Statement on Schedule 14A for its 2016 annual meeting of shareholders filed with the Securities and Exchange Commission on February 29, 2016, in the section titled “Directors’ Compensation”.

A copy of the press release announcing Mr. Trafton’s appointment to the Board 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 December 23, 2016, announcing the appointment of Gordon Trafton to the Board of Directors

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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: December 23, 2016
	CANADIAN PACIFIC RAILWAY LIMITED
	By:	/s/ Scott Cedergren
		Name:	Scott Cedergren
		Title:	Assistant Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
Exhibit 99.1	Press Release dated December 23, 2016, announcing the appointment of Gordon Trafton to the Board of Directors

EX-99.1

Release:    Immediate    December 23, 2016

CP appoints Gordon Trafton to its Board of Directors

Calgary, AB – Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) today announced that Gordon Trafton has been appointed to its Board of Directors effective January 1, 2017.

“Gordon brings a wealth of experience and expertise to the board,” said Andrew F. Reardon, Chairman of the Board. “His knowledge of the railroading industry and his familiarity with our leadership team positions CP well for the future. We look forward to working closely with him as we continue our journey to railroading excellence.”

In 2010, Mr. Trafton retired from his position of Special Advisor to the Canadian National (CN) leadership team. From 2003 to 2009, he successively served as CN’s Senior Vice President Strategic Acquisitions and Integration and as Senior Vice President Southern Region. Before joining CN, he held a number of leadership positions with Illinois Central Railroad and Burlington Northern Railroad.
Mr. Trafton holds a Bachelor of Science, Transportation Management from the Leeds School of Business at the University of Colorado Boulder and now serves as Chairman of the Leeds School of Business Board of Alumni and Friends, and as a board member for the nonprofit City Year in Denver. Over the past six years, he has served on three additional nonprofit education boards.

“Hunter and Keith have always been committed to railroading excellence and I look forward to working closely with them once again,” said Trafton. “It is with great pride that I join this iconic Canadian company and I stand ready to contribute to the next chapter of this incredible transformation.”

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

403-319-7298

Martin_Cej@cpr.ca

Investment Community

Maeghan Albiston

Tel: 403-319-3591

investor@cpr.ca

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