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

May 7, 2019
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	CP	New York Stock Exchange
Common Share Purchase Rights		New York Stock Exchange

ITEM 5.07    Submission of Matters to a Vote of Security Holders.

At the 2019 Annual Meeting of Shareholders held on May 7, 2019, the shareholders of Canadian Pacific Railway Limited (the “Corporation”) voted on (1) the appointment of Deloitte LLP as the Corporation’s auditor until the close of the Corporation’s next annual meeting of shareholders, (2) an advisory vote to approve the compensation of the Corporation’s named executive officers (a “Say-on-Pay vote”) and (3) the election of 9 directors nominated by the Corporation’s board (the “Board”) to serve until the close of the Corporation’s next annual meeting of shareholders or until their successors are elected or appointed. The proposals are further described in the Corporation’s management proxy circular filed with the U.S. Securities and Exchange Commission on Form 8-K on March 20, 2019 (the “Proxy Circular”).

The tables below set forth the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, for each matter voted upon by the Corporation’s shareholders.

1) Appointment of Auditor. The shareholders approved the appointment of Deloitte LLP as the Corporation’s auditor until the close of the Corporation’s next annual meeting of shareholders.

Votes For	Votes Withheld	Broker Non-Votes
106,649,346	225,305	150

2) Advisory Vote to Approve the Compensation of the Corporation’s Named Executive Officers. The shareholders voted for, on a non-binding advisory basis, the approval of the compensation of the Corporation’s named executive officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Proxy Circular.Although this Say-on-Pay vote is an advisory vote and the results are not binding upon the Board, the Board will take into account the results of this vote, together with other shareholder feedback and best practices in compensation and governance.

Votes For	Votes Against	Broker Non-Votes
99,212,629	4,329,536	3,332,639

3) Election of Directors. The following individuals were elected to the Board:

Name	Votes For	Votes Withheld	Broker Non-Votes
The Hon. John Baird	102,953,062	588,912	3,332,830
Isabelle Courville	102,776,371	765,594	3,332,830
Keith E. Creel	103,357,816	184,157	3,332,831
Gillian H. Denham	101,945,229	1,596,745	3,332,830
Rebecca MacDonald	102,866,858	675,116	3,332,830
Edward L. Monser	103,351,251	190,723	3,332,830
Matthew H. Paull	103,325,371	216,602	3,332,831
Jane L. Peverett	102,743,269	798,705	3,332,830
Gordon T. Trafton	103,033,296	508,678	3,332,830

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ITEM 8.01    Other Events.

On May 7, 2019, the Corporation issued a press release announcing the results of the 2019 Annual Meeting of Shareholders and director elections. A copy of this press release is attached as Exhibit 99.1.

ITEM 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
Exhibit 99.1	Press Release dated May 7, 2019, announcing the results of the 2019 Annual Meeting of Shareholders and director elections

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
Exhibit 99.1	Press Release dated May 7, 2019, announcing the results of the 2019 Annual Meeting of Shareholders and director elections.

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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: May 7, 2019
	CANADIAN PACIFIC RAILWAY LIMITED
	By:	/s/ Nizam Hasham
		Name:	Nizam Hasham
		Title:	Assistant Corporate Secretary

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EX-99.1

Release:    May 7, 2019

CP announces results of annual meeting of shareholders and director elections; Isabelle Courville becomes Chair of the Board

Calgary, AB – Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) announces that all resolutions placed in front of shareholders at its 2019 annual meeting (AGM) held in Calgary earlier today, including the election of all nine individuals identified in the management proxy circular dated March 15, 2019 as director nominees of CP, have been passed. Additionally, upon her re-election as a director, Isabelle Courville is now confirmed as Chair of CP’s Board of Directors.

“I congratulate Isabelle on becoming Chair of the Board and on making history as the first woman to hold that position, not only for CP but across the Class 1s in North America,” said CP's President and Chief Executive Officer Keith Creel. “As an organization whose values hinge on pride and diversity, I’m extremely proud to serve on this diverse board with these distinguished business leaders. I also want to thank Andy for his tireless service, dedication and outstanding leadership over the last four years as Chair of the Board.”

Ms. Courville replaces Andrew F. Reardon, who announced in December 2018 he would be retiring following the AGM.

“I am very proud to be Chair of the Board of Directors of CP and re-elected as a director,” said Courville. “It’s my honour to serve CP, an iconic company, and I look forward to continuing the momentum established by Andy in this role. On behalf of the entire board, we wish Andy well in his retirement and thank him for his valuable contribution and leadership.”

All directors received at least 98.46 percent of votes cast, while the advisory vote on executive compensation (Say-on-Pay) received 95.82 percent approval. The detailed results of the vote by ballot on the election of directors are as follows:

	Votes For	% Votes For	Votes Withheld	% Votes Withheld
The Hon. John Baird	102,953,062	99.43%	588,912	0.57%
Isabelle Courville	102,776,371	99.26%	765,594	0.74%
Keith E. Creel	103,357,816	99.82%	184,157	0.18%
Gillian H. Denham	101,945,229	98.46%	1,596,745	1.54%
Rebecca MacDonald	102,866,858	99.35%	675,116	0.65%
Edward Monser	103,351,251	99.82%	190,723	0.18%
Matthew H. Paull	103,325,371	99.79%	216,602	0.21%
Jane L. Peverett	102,743,269	99.23%	798,705	0.77%
Gordon T. Trafton	103,033,296	99.51%	508,678	0.49%

Final voting results on all matters voted on at the AGM will be filed on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

About Canadian Pacific

Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides 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. CP-IR

Contacts:

Media

Jeremy Berry

403-319-6227

Jeremy_Berry@cpr.ca

Investment Community

Maeghan Albiston

403-319-3591

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