Canadian Pacific Kansas City Ltd 8-K, filed Apr 28, 2022
Canadian Pacific Kansas City Ltd (CP)
About this 8-K
Canadian Pacific Kansas City Ltd filed this 8-K on April 28, 2022, reporting on events of April 27, 2022.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
April 28, 2022 (
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
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 |
Name of each exchange | ||
| 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. ☐
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2022 annual and special meeting of shareholders of Canadian Pacific Railway Limited (the “Corporation”) held on April 27, 2022 (the “2022 Shareholder Meeting”), the shareholders of the Corporation voted on (1) the appointment of Ernst & Young LLP as the Corporation’s auditor until the close of the Corporation’s next annual meeting of shareholders, (2) an ordinary resolution to approve an amendment to the Management Stock Option Incentive Plan (3) an advisory vote to approve the compensation of the Corporation’s named executive officers (“Say on Pay”) (4) an advisory vote to approve the Corporation’s approach to climate change (“Say on Climate”), and (5) the election of nine 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. 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 28, 2022 (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 Ernst & Young 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 | |||
| 753,789,318 (99.56%) |
0 (0%) | 3,327,747 (0.44%) | 2 |
2) Ordinary Resolution to Approve an Amendment to the Management Stock Option Incentive Plan. The shareholders approved an ordinary resolution to amend the option plan to increase the total number of shares available for issuance under the option plan by 20,000,000.
| For |
Against |
Withheld/Abstained |
Broker Non-Votes | |||
| 675,569,723 (92.28%) |
56,544,970 (7.72%) | 0 (0%) | 25,002,374 |
3) 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 | |||
| 677,344,210 (92.52%) |
54,770,484 (7.48%) | 0 (0%) | 25,002,373 |
4) Advisory Vote to Approve the Corporation’s Approach to Climate Change. The advisory vote to approve the Corporation’s approach to climate change was approved. Although the vote is non-binding, the Risk and Sustainability Committee will review and consider the voting results when evaluating the Corporation’s approach to climate change in the future. The Corporation expects to inform shareholders about the results of that process and any actions it may take in response.
| For |
Against |
Withheld/Abstained |
Broker Non-Votes | |||
| 636,073,561 (86.88%) |
96,041,138 (13.12%) | 0 (0%) | 25,002,373 |
5) 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 |
692,694,708 (94.79%) | 0 (0%) | 38,107,139 (5.21%) | 26,315,190 | ||||
| Isabelle Courville |
728,910,959 (99.74%) | 0 (0%) | 1,890,918 (0.26%) | 26,315,190 | ||||
| Keith E. Creel |
721,545,958 (98.73%) | 0 (0%) | 9,255,919 (1.27%) | 26,315,190 | ||||
| Gillian H. Denham |
691,775,987 (94.66%) | 0 (0%) | 39,025,890 (5.34%) | 26,315,190 | ||||
| Edward R. Hamberger |
721,086,897 (98.67%) | 0 (0%) | 9,714,980 (1.33%) | 26,315,190 | ||||
| Matthew H. Paull |
713,033,985 (97.57%) | 0 (0%) | 17,767,892 (2.43%) | 26,315,190 | ||||
| Jane L. Peverett |
717,993,538 (98.25%) | 0 (0%) | 12,807,757 (1.75%) | 26,315,190 |
| Andrea Robertson |
725,700,836 (99.30%) | 0 (0%) | 5,101,041 (0.70%) | 26,315,190 | ||||
| Gordon T. Trafton |
725,491,408 (99.27%) | 0 (0%) | 5,310,469 (0.73%) | 26,315,190 |
| ITEM 8.01. | Other Events. |
On April 27, 2022, the Corporation issued a press release announcing the results of the 2022 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 April 27, 2022. | |
| 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 28, 2022
| CANADIAN PACIFIC RAILWAY LIMITED | ||
| By: |
/s/ Nizam Hasham | |
| Name: Nizam Hasham | ||
| Title: Assistant Corporate Secretary | ||
Exhibit 99.1
Release: April 27, 2022
CP announces results of director elections
Calgary – Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) announces that all resolutions placed in front of shareholders at its 2022 annual and special meeting earlier today have been passed, including the election of all nine nominees listed in the management proxy circular dated March 14, 2022 as directors of CP.
All directors received at least 94.66 percent of votes cast. The advisory vote on executive compensation (Say on Pay) received 92.52 percent approval. The advisory vote on CP’s approach to climate change (Say on Climate) received 86.88 percent approval. The stock option plan resolution received 92.28 percent approval. The appointment of Ernst & Young LLP as auditor received 99.56 percent approval.
The detailed results of the vote by ballot on the election of directors are as follows:
| % Votes For |
% Votes Withheld |
|||||||
| The Hon. John Baird |
94.79 | % | 5.21 | % | ||||
| Isabelle Courville |
99.74 | % | 0.26 | % | ||||
| Keith E. Creel |
98.73 | % | 1.27 | % | ||||
| Jill Denham |
94.66 | % | 5.34 | % | ||||
| Edward Hamberger |
98.67 | % | 1.33 | % | ||||
| Matthew Paull |
97.57 | % | 2.43 | % | ||||
| Jane Peverett |
98.25 | % | 1.75 | % | ||||
| Andrea Robertson |
99.30 | % | 0.70 | % | ||||
| Gordon Trafton |
99.27 | % | 0.73 | % | ||||
The Hon. John Baird will become the chair of the Board’s Corporate Governance, Nominating and Social Responsibility Committee.
Final voting results on all matters voted on at the annual and special meeting will be filed on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).
Note on forward-looking information
This news release contains certain forward-looking information and forward-looking statements (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance. Forward-looking information may contain statements with words or headings such as “will”, “anticipate”, “believe”, “expect”, “plan”, “should” or similar words suggesting future outcomes.
This news release contains forward-looking information relating, but not limited to, the Share Split, including the Record Date, the Payment Date, the due bill trading dates, the ex-distribution date, the due bill redemption date, the Canadian federal income tax consequences of the Share Split and the consideration to be received by KCS stockholders if the proposed transaction with KCS closes into a voting trust.
The forward-looking information contained in this news release is based on current expectations, estimates, projections and assumptions, having regard to CP’s experience and its perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: North American and global economic growth; commodity demand growth; agricultural production; commodity prices and interest rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; our ability to complete our capital and maintenance projects on the timelines anticipated; applicable laws, regulations and government policies; the availability and cost of labour, services and infrastructure; the satisfaction by third parties of their obligations to CP; the anticipated impacts of the novel strain of coronavirus (and the disease known as COVID-19); and capital investments by third parties. Although CP believes the expectations, estimates, projections and assumptions reflected in the forward-looking information presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.
Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by forward-looking information. By its nature, CP’s forward-looking information involves inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking information, including, but not limited to, the following factors: changes in business strategies; general North American and global economic, credit and business conditions; risks associated with agricultural production, such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand; changes in commodity prices; uncertainty surrounding timing and volumes of commodities being shipped via CP; inflation; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; uncertainties of investigations, proceedings or other types of claims and litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; trade restrictions or other changes to international trade arrangements; climate change; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; and the pandemic created by the outbreak of the novel strain of coronavirus (and the disease known as COVID-19) and resulting effects on economic conditions, the demand environment for logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains. The foregoing list of factors is not exhaustive. These and other factors are detailed from time to time in reports filed by CP with securities regulators in Canada and the United States. Reference should be made to “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward-Looking Statements” in CP’s annual and interim reports on Form 10-K and 10-Q.
The forward-looking information contained in this news release is made as of the date hereof. Except as required by law, CP undertakes no obligation to update publicly or otherwise revise any
Page 2
forward-looking information, or the foregoing assumptions and risks affecting such forward-looking information, whether as a result of new information, future events or otherwise.
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
Alert_MediaRelations@cpr.ca
Investment Community
Maeghan Albiston
Tel: 403-319-3591
investor@cpr.ca
Page 3