6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of April, 2012

CANADIAN PACIFIC RAILWAY LIMITED

(Commission File No. 1-01342)

CANADIAN PACIFIC RAILWAY COMPANY

(Commission File No. 1-15272)

(translation of each Registrant’s name into English)

Suite 500, Gulf Canada Square, 401 – 9th Avenue, S.W., Calgary, Alberta, Canada T2P 4Z4

(address of principal executive offices)

Indicate by check mark whether the registrants file or will file annual reports under cover of Form 20-F or Form 40-F:

 Form 20-F   o  Form 40-F x

Indicate by check mark if the registrants are submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrants are submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

This Report furnished on Form 6-K shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933 of the registrant: Form S-8 No. 333-140955 (Canadian Pacific Railway Limited), Form S-8 No. 333-127943 (Canadian Pacific Railway Limited), and Form S-8 No. 333-13962 (Canadian Pacific Railway Limited). The Supplement to Management Proxy Circular attached hereto as Exhibit 99.1 is incorporated by reference into the Registration Statement on Form F-10 No. 333-175033 (Canadian Pacific Railway Limited) and Form F-9 No. 333-175032 (Canadian Pacific Railway Company) as an exhibit thereto.

SIGNATURES

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

	CANADIAN PACIFIC RAILWAY LIMITED
	(Registrant)
Date: April 10, 2012	By:	/s/ Karen L. Fleming
		Name:   Karen L. Fleming
		Title:     Corporate Secretary

	CANADIAN PACIFIC RAILWAY COMPANY
	(Registrant)
Date: April 10, 2012	By:	/s/ Karen L. Fleming
		Name:   Karen L. Fleming
		Title:     Corporate Secretary

DOCUMENTS FILED AS PART OF THIS REPORT ON FORM 6-K

99.1	Supplement to Management Proxy Circular, dated April 9, 2012.
99.2	Form of Proxy.

EX-99.1

EXHIBIT 99.1

These materials are important and require your immediate attention. They require shareholders of Canadian Pacific Railway Limited to make important decisions. If you are in doubt as to how to make these decisions, please contact your financial, legal or other professional advisors. If you have any questions or require more information with regard to voting your common shares of Canadian Pacific Railway Limited, please contact Georgeson within North America toll free at 1-866-374-9187 or outside of North America at 1-866-682-6148 or MacKenzie within North America toll free at 1-800-322-2885 or call collect at 1-212-929-5500 or visit www.CPonTrack.com.

Canadian Pacific Railway Limited

Supplement to Management Proxy Circular

In connection with the Annual Meeting of

Shareholders to be held on

May 17, 2012

YOUR VOTE IS EXTREMELY IMPORTANT

PLEASE SUBMIT YOUR WHITEUNIVERSAL PROXY TODAY

The Board of Directors of Canadian Pacific Railway Limited

unanimously recommends that you vote

   FOR

ALL of the Canadian Pacific Nominees

Vote only the WHITE universal proxy

April 9, 2012

To keep current with any developments, visit www.CPonTrack.com

CANADIAN PACIFIC RAILWAY LIMITED

SUPPLEMENT TO MANAGEMENT PROXY CIRCULAR

This supplement (the “Supplement”) to Canadian Pacific Railway Limited’s Management Proxy Circular dated March 22, 2012 in respect of Canadian Pacific’s annual meeting of shareholders (the “Meeting”) to be held on May 17, 2012 (the “Circular”) supplements and forms part of the Circular. At the Meeting, shareholders of Canadian Pacific will be asked to consider and vote upon: (i) the appointment of Canadian Pacific’s auditors, (ii) a non-binding advisory vote on Canadian Pacific’s approach to executive compensation, and (iii) the election of directors to Canadian Pacific’s Board, all as more particularly described in the Circular. Except as otherwise defined herein, capitalized terms used in this Supplement that are defined in the Circular have the respective meanings given to them in the Circular.

Unless otherwise noted, the information contained in this Supplement is given as of April 9, 2012.

The Meeting will be held at the Sheraton Suites Calgary Eau Claire, 255 Barclay Parade S.W., Calgary, Alberta at 8:00 a.m. (Mountain Daylight Time) on Thursday, May 17, 2012 for the purposes set forth in the notice of Meeting, the Circular and this Supplement.

On April 5, 2012, Pershing Square, which has initiated a proxy contest regarding the election of directors at the Meeting, filed a further amended and restated proxy circular (the “Pershing Square Circular”) disclosing that it had changed its intended slate of director nominees, adding another nominee. As a result of this change, Pershing Square now intends to propose seven nominees for election to the Board at the Meeting.  The Pershing Square Circular is available on SEDAR at www.sedar.com. The nominees proposed by Pershing Square, other than Mr. William A. Ackman, are hereinafter referred to as the “Other Pershing Square Nominees”.

In light of Pershing Square’s additional nominee, Canadian Pacific has prepared this Supplement and has updated its WHITE “universal” form of proxy and WHITE “universal” voting instruction form to include all identified director candidates. Canadian Pacific believes that voting for the election of directors is a fundamental right of share ownership and that shareholders should therefore have as much flexibility and choice as possible when exercising their right to elect directors. To the extent that there are any further changes to Pershing Square’s slate of nominees for election to the Board, Canadian Pacific intends to provide shareholders with an updated WHITE universal form of proxy or updated WHITE universal voting instruction form, as the case may be, to reflect any such change to the director candidates.

SUPPORT YOUR CANADIAN PACIFIC BOARD BY VOTING YOUR

WHITE UNIVERSAL PROXY TODAY

Information concerning voting is set out in the Circular under the heading “Questions and Answers About Voting and Proxies”.

If you have not already voted, we recommend that you submit the WHITE universal form of proxy or WHITE universal voting instruction form enclosed with this Supplement and vote FOR each of the Canadian Pacific Nominees and do NOT vote for any of the Other Pershing Square Nominees.  If you

For questions and assistance, please call Georgeson at 1-866-374-9187 or MacKenzie at 1-800-322-2885

VOTE ONLY YOUR WHITE UNIVERSAL FORM OF PROXY OR WHITE UNIVERSAL VOTING INSTRUCTION FORM TODAY

To keep current with any developments, visit www.CPonTrack.com

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have previously voted on a WHITE universal form of proxy or WHITE universal voting instruction form and you do not wish to change your vote, there is no need to vote again; however, you are permitted to do so as a later dated form of proxy or voting instruction form will revoke any prior dated form of proxy or voting instruction form.  If you have previously voted on a blue form of proxy or blue voting instruction form sent to you by Pershing Square or any party other than Canadian Pacific, we encourage you to submit a later dated WHITE universal form of proxy or WHITE universal voting instruction form.

Canadian Pacific reminds you that only the most recently dated voting instructions will be counted and any prior dated instructions will be disregarded.

Information concerning the Canadian Pacific Nominees is set out in the Circular under the heading “Canadian Pacific Nominees for Election to the Board”.

Information concerning the Other Pershing Square Nominees is set out in the Pershing Square Circular under the heading “Matters to be Acted Upon – Election of Directors – Nominees for Management Change”.

The contents of this Supplement and its distribution have been approved by the directors of Canadian Pacific.

Karen L. Fleming

Corporate Secretary

April 9, 2012

For questions and assistance, please call Georgeson at 1-866-374-9187 or MacKenzie at 1-800-322-2885

VOTE ONLY YOUR WHITE UNIVERSAL FORM OF PROXY OR WHITE UNIVERSAL VOTING INSTRUCTION FORM TODAY

To keep current with any developments, visit www.CPonTrack.com

3

SUPPORT YOUR CANADIAN PACIFIC BOARD BY VOTING YOUR

WHITE UNIVERSAL PROXY TODAY

Your board of directors recommends that you VOTE your WHITE universal proxy:

þFOR the appointment of Deloitte & Touche LLP as our auditors;

þFOR the approval of a non-binding advisory vote on Canadian Pacific’s approach to executive compensation; and

þFOR the election of the director nominees proposed by Canadian Pacific.

Your vote is extremely important regardless of how many common shares you own. Please take the time to cast your vote today.

YOU MAY ALSO RECEIVE OR MAY HAVE ALREADY RECEIVED A PROXY AND OTHER MATERIALS FROM PERSHING SQUARE.  PLEASE DISREGARD THOSE MATERIALS AND USE ONLY THE WHITE UNIVERSAL PROXY.

Questions and Further Assistance

If you have any questions about the information contained in this document or require assistance in completing your proxy form, please contact our proxy solicitation agents at:

North American toll free number: 1-866-374-9187 or International Toll Free Number (outside Canada and U.S.): 1-866-682-6148	North American toll free number: 1-800-322-2885 or Collect calls accepted: (212) 929-5500
Email: askus@georgeson.com	Email: proxy@mackenziepartners.com

To keep current with any developments, visit www.CPonTrack.com

EX-99.2

EXHIBIT 99.2

 

Computershare Investor Services Inc. Transfer Agent for Canadian Pacific Railway Limited 9th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com/cp MR SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X 9X9 Security Class 123 C1234567890 X X X Holder Account

White Form of Proxy - Annual Meeting of Shareholders to be held on May 17, 2012 This White Form of Proxy (the ‘‘WHITE Proxy’’) is solicited by and on behalf of Management of Canadian Pacific Railway Limited. Notes to Proxy1. This WHITE Proxy is solicited by Management of Canadian Pacific Railway Limited (“Canadian Pacific” or the “Corporation”). Shareholders are directed to Canadian Pacific’s Management Proxy Circular dated March 22, 2012, as may be amended or supplemented (the “Management Proxy Circular”) and the Notice of Annual Meeting of Shareholders dated March 22, 2012 (the “Notice”) for more detailed information. 2. You have the right to appoint a proxyholder, who need not be a shareholder, to attend and act on your behalf at the Meeting. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). 3. This WHITE Proxy must be signed by you, the registered holder, or by your attorney duly authorized by you in writing or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support of such empowerment as shall be acceptable to the Chairman of the Meeting, must accompany this WHITE Proxy. If the Common Shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this WHITE Proxy. 4. This WHITE Proxy should be signed in the exact manner as the name appears on the WHITE Proxy. 5. If this WHITE Proxy is not dated, it will be deemed to bear the date on which it is received by or on behalf of the Corporation . 6. The Common Shares represented by this WHITE Proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder has specified a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. This WHITE Proxy confers discretionary authority on the proxyholder to vote as such proxyholder sees fit in respect of each matter set forth herein if no choice is specified and in respect of any amendments or variations to matters identified in the Notice and in respect of other matters that may properly come before the Meeting. If you do not specify a choice with respect to any matter, the proxyholder designated in this WHITE Proxy will vote FOR each of items 1 and 2 and FOR the election of each of the Canadian Pacific Nominees in item 3. 7. Time is of the essence. This WHITE Proxy, to be effective, must be returned and received by a representative of Computershare Investor Services Inc. at the Meeting by no later than the time of voting at the Meeting or, in the case of any adjournment or postponement of the Meeting, no later than the time of voting at such reconvened meeting. Failure to properly complete or deposit a proxy may result in its invalidation.

Proxies submitted must be received no later than the time of voting at the Meeting (or any adjournment or postponement thereof) in order to be used at the Meeting. If you have any questions or need assistance completing this WHITE Proxy please call: Georgeson Toll Free: 1-866-374-9187 or MacKenzie Partners Toll Free: 1-800-322-2885 VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! • Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free • Go to the following web site: www.investorvote.com• Complete, sign and date the reverse hereof. • Return this Proxy in the envelope provided. Instead of mailing this WHITE Proxy, you may choose one of the two other voting methods outlined above to vote this proxy. If you choose to vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the management nominees named on the reverse of this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER 123456789012345 00VWWB CPUQC01.E.INT/000001/i1234

 

MR SAM SAMPLE C1234567890XXX 123 This WHITE form of proxy (the ‘‘WHITE Proxy’’) is solicited by and on behalf of Management of Canadian Pacific and will be used at the Annual Meeting of Shareholders to be held on Thursday, May 17, 2012 at 8:00 a.m. (Mountain Daylight time) and any adjournment or postponement thereof (the “Meeting”). This WHITE form of proxy (the ‘‘WHITE Proxy’’) is solicited by and on behalf of Management of Canadian Pacific and will be used at the Annual Meeting of Shareholders to be held on Thursday, May 17, 2012 at 8:00 a.m. (Mountain Daylight time) and any adjournment or postponement thereof (the “Meeting”). Appointment of ProxyI/We, being holder(s) of Common Shares of Canadian Pacific Railway Limited hereby appoint: Frederic J. Green, or failing him, Kathryn B. McQuade OR Print the name of the erson or company you are appointing if it is a person or company other than the Management nominees listed herein. as the proxyholder of the undersigned, to attend and act on behalf of the undersigned at the Meeting, with the power of substitution and with all the powers that the undersigned could exercise with respect to the said Common Shares if personally present and with authority to vote at the said proxyholder's discretion except as otherwise specified herein and to vote and act in said proxyholder's discretion with respect to amendments or variations to matters referred to in the Notice and with respect to other matters that may properly come before the Meeting. In the absence of any instructions in respect of any matter, the proxyholder designated in this WHITE Proxy is hereby instructed to vote FOR each of items 1 and 2 and FOR the election of each of the Canadian Pacific Nominees in item 3. Reference should be made to the Notice and the Management Proxy Circular. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. For WitholdFor Withold

2. Advisory vote accepting the Corporation’s approach to executive compensation as described in the Management Proxy Circular 3. Election of Directors: You may vote “For” up to sixteen (16) nominees for election as director in total. If you vote "For" more than sixteen (16) nominees for election as director, none of your votes for any nominees will be counted 01. John E. Cleghorn 04. Frederic J. GreenFORWithhold07. Tony L. Ingram10. Linda J. Morgan13. Roger PhillipsFORWithhold02. Tim W. Faithfull05. Edmond L. Harris08. Richard C. Kelly11. Madeleine PaquinFORWithhold03. Richard L. George06. Krystyna T. Hoeg09. The Hon. John P. Manley12. Michael E.J. PhelpsFORAgainst14. David W. Raisbeck 15. Hartley T. RichardsonForWITHHOLD

OTHER PERSHING SQUARE NOMINEES16. William A. Ackman17. Gary F. ColterForWITHHOLD18. Paul G. Haggis20. Rebecca MacDonaldForWITHHOLD19. Paul C. Hilal21. Anthony R. Melman 22. Stephen C. TobiasThe undersigned confirms that it is the express wish of the undersigned that the documents relating hereto, including the Management Proxy Circular and this form of proxy, have been and shall be drawn up in English only. Le (la) soussigné(e) confirmesa volonté expresse que les documents se rapportant aux présentes, y compris la circulaire ainsi que le présent formulaire de procuration, soient rédigés en anglais seulement. Authorized Signature(s) – This section must becompleted for your instructions to be executed.I/We authorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any proxy previously given with respect to the Meeting. If no voting instructionsare indicated above, this Proxy will be voted as recommended by Management. Interim Financial StatementsMark this box if you would like to receive interim financial statements and accompanyingManagement’s Discussion and Analysis by mail.Annual ReportMark this box if you would NOT like to receive the Annual Report and accompanying Management’s Discussion andAnalysis by mail. By marking the box, you agree that this instruction shall continue in force from year to year (unlessrevoked). You may revoke or change this instruction at any time by notifying our transfer agent at 1-877- 4CP-RAILor by mail at 100 University Avenue, 9th Floor, Toronto. Ontario M5J 2Y1. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.99999999999900VWXC0 4 1 7 0 79 X XA R 2CPDQ