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

June 20, 2023 (June 15, 2023)

Date of Report (Date of earliest event reported)

Canadian Pacific Kansas City 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)

(403) 319-7000

Registrant’s telephone number, including area code

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:

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

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

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

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

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, of Canadian Pacific Kansas City Limited	CP	New York Stock Exchange
Common Shares, without par value, of Canadian Pacific Kansas City Limited	CP	Toronto Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	CP40	New York Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	BC87	London Stock Exchange

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.  ☐

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

At the 2023 annual meeting of shareholders of Canadian Pacific Kansas City Limited (“CPKC”) held on June 15, 2023 (the “2023 Shareholder Meeting”), the shareholders of CPKC voted on (1) the appointment of Ernst & Young LLP as CPKC’s auditor until the close of CPKC’s next annual meeting of shareholders, (2) an advisory vote to approve the compensation of CPKC’s named executive officers (“Say on Pay”) (3) an advisory vote on approach to climate change (“Say on Climate”), and (4) the election of thirteen directors nominated by CPKC’s board of directors (the “Board”) to hold office until the close of CPKC’s next annual meeting of shareholders or until their successors are elected or appointed. The proposals are further described in CPKC’s management proxy circular filed with the U.S. Securities and Exchange Commission on Form 8-K on May 10, 2023 (the “Proxy Circular”).

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

1) Appointment of Auditor. The shareholders voted to approve the appointment of Ernst & Young LLP as CPKC’s auditor until the close of CPKC’s next annual meeting of shareholders.

For	Against	Withheld/Abstained	Broker Non-Votes
744,235,968 (99.91%)	0 (0%)	667,368 (0.09%)	3

2) Advisory Vote to Approve the Compensation of CPKC’s Named Executive Officers (“Say on Pay”). The shareholders voted for, on a non-binding advisory basis, the approval of the compensation of CPKC’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.

For	Against	Withheld/Abstained	Broker Non-Votes
689,561,345 (95.95%)	29,119,185 (4.05%)	0 (0%)	26,222,809

3) Advisory Vote on Approach to Climate Change (“Say on Climate”). The advisory vote on approach to climate change was approved.

For	Against	Withheld/Abstained	Broker Non-Votes
601,530,895 (83.70%)	117,149,635 (16.30%)	0 (0%)	26,222,809

4) Election of Directors. The following directors were elected to hold office until the close of the next annual meeting of shareholders:

Name	For	Against	Withheld/Abstained	Broker Non-Votes
The Hon. John Baird	702,335,799 (97.73%)	16,334,734 (2.27%)	0 (0%)	26,222,806
Isabelle Courville	702,438,247 (97.74%)	16,242,289 (2.26%)	0 (0%)	26,222,803
Keith E. Creel	718,010,888 (99.91%)	669,646 (0.09%)	0 (0%)	26,222,805
Jill Denham	717,301,366 (99.81%)	1,379,167 (0.19%)	0 (0%)	26,222,806
Amb. Antonio Garza (Ret.)	717,960,873 (99.90%)	719,564 (0.10%)	0 (0%)	26,222,902
David Garza-Santos	717,940,306 (99.90%)	740,229 (0.10%)	0 (0%)	26,222,804
Edward Hamberger	717,930,126 (99.90%)	750,409 (0.10%)	0 (0%)	26,222,804
Janet Kennedy	718,145,837 (99.93%)	534,698 (0.07%)	0 (0%)	26,222,804
Henry Maier	674,265,692 (93.82%)	44,414,840 (6.18%)	0 (0%)	26,222,807
Matthew Paull	708,111,160 (98.53%)	10,569,375 (1.47%)	0 (0%)	26,222,804
Jane Peverett	710,988,494 (98.93%)	7,691,288 (1.07%)	0 (0%)	26,223,557
Andrea Robertson	713,052,961 (99.22%)	5,626,823 (0.78%)	0 (0%)	26,223,555
Gordon Trafton	713,510,164 (99.28%)	5,169,624 (0.72%)	0 (0%)	26,223,551

ITEM 8.01. Other Events.

On June 15, 2023, CPKC issued a press release announcing the results of the 2023 Shareholder Meeting and director elections. A copy of this press release is attached as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit     No.	Exhibit Description
Exhibit 99.1	Press Release dated June 15, 2023.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 20, 2023
	CANADIAN PACIFIC KANSAS CITY LIMITED
	By:	/s/ Nizam Hasham
	Name:	Nizam Hasham
	Title:	Assistant Corporate Secretary

EX-99.1

Exhibit 99.1

Release: June 15, 2023

CPKC announces results of director elections

Calgary – Canadian Pacific Kansas City (TSX: CP) (NYSE: CP) (“CPKC”) announces that all resolutions placed in front of shareholders at its 2023 annual meeting earlier today have been passed, including the election of all 13 nominees listed in the management proxy circular dated April 24, 2023, as directors of CPKC.

All directors received at least 93.82 percent of votes cast. The advisory vote on executive compensation (Say on Pay) received 95.95 percent approval. The advisory vote on approach to climate change (Say on Climate) received 83.70 percent approval.

Isabelle Courville, upon her re-election as a director, has been re-appointed Chair of CPKC’s Board of Directors.

The detailed results of the vote by ballot on the election of directors are as follows:

	% Votes For			% Votes Against
The Hon. John Baird		97.73	%		2.27	%
Isabelle Courville		97.74	%		2.26	%
Keith E. Creel		99.91	%		0.09	%
Jill Denham		99.81	%		0.19	%
Amb. Antonio Garza (Ret.)		99.90	%		0.10	%
David Garza-Santos		99.90	%		0.10	%
Edward Hamberger		99.90	%		0.10	%
Janet Kennedy		99.93	%		0.07	%
Henry Maier		93.82	%		6.18	%
Matthew Paull		98.53	%		1.47	%
Jane Peverett		98.93	%		1.07	%
Andrea Robertson		99.22	%		0.78	%
Gordon Trafton		99.28	%		0.72	%

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

About CPKC

With its global headquarters in Calgary, Alta., Canada, CPKC is the first and only single-line transnational railway linking Canada, the United States and México, with unrivaled access to major ports from Vancouver to Atlantic Canada to the Gulf of México to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing 20,000 railroaders, CPKC provides North American customers unparalleled rail service and network reach to key markets across the continent. CPKC is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpkcr.com to learn more about the rail advantages of CPKC. CP-IR

Contacts:

Media

mediarelations@cpkcr.com

Investment Community

Chris De Bruyn

403-319-3591

investor@cpkcr.com

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Document and Entity Information	Jun. 15, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 15, 2023
Entity Registrant Name	CANADIAN PACIFIC KANSAS CITY LTD/CN
Entity Incorporation, State or Country Code	Z4
Entity File Number	001-01342
Entity Tax Identification Number	98-0355078
Entity Address, Address Line One	7550 Ogden Dale Road S.E.
Entity Address, City or Town	Calgary
Entity Address, State or Province	AB
Entity Address, Country	CA
Entity Address, Postal Zip Code	T2C 4X9
City Area Code	403
Local Phone Number	319-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000016875
Amendment Flag	false
Common Shares, without par value, of Canadian Pacific Railway Limited [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Shares, without par value, of Canadian Pacific Kansas City Limited
Trading Symbol	CP
Security Exchange Name	NYSE
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company
Entity Information [Line Items]
Title of 12(b) Security	Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company
Trading Symbol	CP40
Security Exchange Name	NYSE