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

February 14, 2017
Date 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. Compensatory Arrangements of Certain Officers.

On February 14, 2017, the Board of Directors of Canadian Pacific Railway Limited (the “Company”) approved an increase in the compensation of Mr. Nadeem Velani, Vice-President and Chief Financial Officer of the Company. Mr. Velani’s base salary will increase to $460,000, his target award level under the Company’s short term incentive plan will increase to 75% of his base salary, and his long term incentive opportunity will increase to 225% of his base salary. The value of Mr. Velani’s total compensation package is expected to increase to $1,840,000 annually.

ITEM 9.01Financial Statements and Exhibits.

(d) Exhibits  

Exhibit No.	Exhibit Description
Exhibit 10.1	Compensation letter dated February 14, 2017, between the Company and Nadeem Velani.

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: February 21, 2017
	CANADIAN PACIFIC RAILWAY LIMITED
	By:	/s/ Scott Cedergren
		Name:	Scott Cedergren
		Title:	Assistant Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit Description
Exhibit 10.1	Compensation letter dated February 14, 2017, between the Company and Nadeem Velani.

EX-10.1

February 14, 2017

Nadeem Velani

4721 6 Street SW

Calgary AB

T2S 2N2

Dear Nadeem,

I am pleased to inform you that the Board of Directors has approved an increase to your compensation package effective February 14, 2017.

Your annual base salary will increase to $460,000. Your target award level under the Short Term Incentive will increase to 75% of your base salary and your Long Term Incentive opportunity will increase to 225% of your base salary. As a result, the expected value of your total compensation package (base salary, STIP and LTIP) will increase to $1,840,000 annually.

By February 14, 2022, you will be required to achieve an ownership level equivalent to 3 times your annual salary. To help you meet your ownership requirements, the Company has a voluntary incentive deferral program. Annually, you may elect to defer all or a portion of your STIP payment into DSUs up to your ownership level. The Company will provide a 25% match, i.e., one DSU will be awarded for every four DSUs acquired with your STIP deferral. The matched units will only be provided if you are below your ownership level.

Congratulations Nadeem! CP’s transformation to date has been impressive and I know that you will continue to be a significant contributor to helping us take CP to the next level.

Sincerely,

/s/ Keith Creel

Keith Creel

President and CEO