Document

 
 
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 10, 2018
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:
 
o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 



 
ITEM 5.07    Submission of Matters to a Vote of Security Holders.
 
At the 2018 Annual Meeting of Shareholders held on May 10, 2018, the shareholders of Canadian Pacific Railway Limited (the “Corporation”) voted on (1) 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 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 on Form 8-K filed with the U.S. Securities and Exchange Commission on March 16, 2018 (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
115,172,345
328,074
301


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
78,308,900
33,378,391
3,811,972


4) Election of Directors. The following individuals were elected to the Corporation’s Board of Directors:

Name
Votes For
Votes Withheld
Broker Non-Votes
The Hon. John Baird
105,359,204
6,329,614
3,811,662
Isabelle Courville
103,673,079
8,015,978
3,811,663
Keith E. Creel
111,475,987
213,071
3,811,662
Gillian H. Denham
110,425,292
1,263,452
3,811,662
Rebecca MacDonald
105,084,557
6,604,500
3,811,663
Matthew H. Paull
106,527,863
5,161,195
3,811,662
Jane L. Peverett
110,942,084
746,974
3,811,662
Andrew F. Reardon
105,385,412
6,303,646
3,811,663
Gordon T. Trafton II
105,376,846
6,312,211
3,811,663





ITEM 8.01    Other Events.

On May 10, 2018, the Corporation issued a press release announcing the results of the 2018 Annual Meeting of Shareholders 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 May 10, 2018, announcing the results of the 2018 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 10, 2018
 
 
 
 
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