UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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 Railway Limited | CP | Toronto 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. ☐
Explanatory Note
On April 23, 2021, Canadian Pacific Railway Limited (the “Company”) filed a current report on Form 8-K (the “Original Filing”), reporting the results of the matters submitted to a vote of the Company’s shareholders at its annual and special meeting of shareholders. This current report is being filed to present updated voting results that correct an immaterial error in the Original Filing.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2021 annual and special meeting of shareholders of Canadian Pacific Railway Limited (the “Corporation”) held on April 21, 2021 (the “2021 Shareholder Meeting”), the shareholders of 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”), (3) the election of 11 directors nominated by the Corporation’s board of directors (the “Board”) to hold office until the until the close of the Corporation’s next annual meeting of shareholders or until their successors are elected or appointed, (4) a special resolution authorizing an amendment to the Corporation’s restated articles of incorporation to give effect to a five-to-one share split of the Corporation’s common shares, and (5) an advisory vote accepting a shareholder proposal on climate change. 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 16, 2021 (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 the Corporation’s shareholders.
1) Appointment of Auditor. The shareholders voted to approve the appointment of Deloitte LLP as the Corporation’s auditor until the close of the Corporation’s next annual meeting of shareholders.
| For |
Against |
Withheld/Abstained |
Broker Non-Votes | |||
| 108,226,040 (99.74%) |
0 (0%) | 284,976 (0.26%) | 5 |
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.
| For |
Against |
Withheld/Abstained |
Broker Non-Votes | |||
| 102,334,477 (96.65%) |
3,546,268 (3.35%) | 0 (0%) | 2,626,707 |
3) 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 |
105,246,256 (99.40%) | 0 (0%) | 638,079 (0.60%) | 2,626,700 | ||||
| Isabelle Courville |
105,378,688 (99.52%) | 0 (0%) | 505,646 (0.48%) | 2,626,701 | ||||
| Keith E. Creel |
105,646,101 (99.78%) | 0 (0%) | 238,234 (0.22%) | 2,626,700 | ||||
| Gillian H. Denham |
101,244,278 (95.62%) | 0 (0%) | 4,640,057 (4.38%) | 2,626,700 | ||||
| Edward R. Hamberger |
105,717,313 (99.84%) | 0 (0%) | 167,022 (0.16%) | 2,626,700 | ||||
| Rebecca MacDonald |
104,382,138 (98.58%) | 0 (0%) | 1,502,197 (1.42%) | 2,626,700 | ||||
| Edward L. Monser |
105,674,900 (99.80%) | 0 (0%) | 209,435 (0.20%) | 2,626,700 | ||||
| Matthew H. Paull |
105,281,337 (99.43%) | 0 (0%) | 602,997 (0.57%) | 2,626,701 | ||||
| Jane L. Peverett |
104,588,568 (98.78%) | 0 (0%) | 1,295,767 (1.22%) | 2,626,700 | ||||
| Andrea Robertson |
105,658,210 (99.79%) | 0 (0%) | 226,125 (0.21%) | 2,626,700 | ||||
| Gordon T. Trafton |
105,691,207 (99.82%) | 0 (0%) | 193,127 (0.18%) | 2,626,701 |
4) Special Resolution Approving the Share Split. The shareholders voted to approve a special resolution authorizing an amendment to the Corporation’s restated articles of incorporation to give effect to a five-to-one share split of the Corporation’s common shares.
| For |
Against |
Withheld/Abstained |
Broker Non-Votes | |||
| 107,425,834 (99.00%) |
1,081,614 (1.00%) | 0 (0%) | 4 |
5) Acceptance of the Shareholder Proposal on Climate Change. The advisory vote accepting the shareholder proposal on climate change was approved.
| For |
Against |
Withheld/Abstained |
Broker Non-Votes | |||
| 90,383,502 (85.36%) |
15,497,248 (14.64%) | 0 (0%) | 2,626,702 |
| ITEM 8.01. | Other Events. |
On April 20, 2021, the Corporation issued a press release announcing that the Board declared a quarterly dividend of $0.95 per share on the Corporation’s outstanding common shares. The dividend is payable on July 26, 2021 to holders of record at the close of business on June 25, 2021. A copy of this press release is attached as Exhibit 99.1.
On April 21, 2021, the Corporation issued a press release announcing the results of the 2021 Shareholder Meeting and director elections and providing additional details regarding implementation of the five-to-one share split. A copy of this press release is attached as Exhibit 99.2.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Description | |
| Exhibit 99.1 | Press Release dated April 20, 2021. | |
| Exhibit 99.2 | Press Release dated April 21, 2021. | |
| 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: April 27, 2021 | ||||||
| CANADIAN PACIFIC RAILWAY LIMITED | ||||||
| By: | /s/ Nizam Hasham | |||||
| Name: | Nizam Hasham | |||||
| Title: | Assistant Corporate Secretary | |||||