8-K
Canadian Pacific Kansas City Ltd/Cn (CP)
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
August 3, 2022 (August 2, 2022)
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<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>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<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Shares, without par value, of Canadian Pacific Railway Limited | CP | New York Stock 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 | 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 8.01. | Other Events. |
|---|
On August 2, 2022, Canadian Pacific Railway Limited (the “Corporation”) issued a press release announcing that the Corporation’s President and Chief Executive Officer Keith Creel established automatic securities disposition plans in accordance with applicable United States and Canadian securities legislation (including U.S. Securities and Exchange Commission Rule 10b5-1) and the Corporation’s internal policies. A copy of this press release is attached as Exhibit 99.1.
| ITEM 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br> <br>No. | Exhibit Description |
|---|---|
| Exhibit 99.1 | Press Release dated August 2, 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: August 3, 2022 | ||
|---|---|---|
| CANADIAN PACIFIC RAILWAY LIMITED | ||
| By: | /s/ Nizam Hasham | |
| Name: | Nizam Hasham | |
| Title: | Assistant Corporate Secretary |
EX-99.1
Exhibit 99.1
Release: Aug. 2, 2022
Automatic securities disposition plans established by CEO
Calgary – Canadian Pacific Railway Limited (“CP”) (TSX:CP)(NYSE:CP) announced today that CP President and Chief Executive Officer Keith Creel has established automatic securities disposition plans (the “ASDPs”) in accordance with applicable United States and Canadian securities legislation (including U.S. Securities and Exchange Commission (“SEC”) rule 10b5-1) and CP’s internal policies.
The ASDPs permit trades to occur in accordance with Mr. Creel’s pre-arranged instructions. Mr Creel was not in possession of any material undisclosed information when he set up the ASDPs. Up to 1,461,490 common shares, representing approximately 0.16 percent of the issued and outstanding common shares of CP, may be sold under the ASDPs implemented by Mr. Creel. All such common shares would be issued upon the exercise of stock options held by Mr. Creel.
These options, which are scheduled to expire in January, February and July of 2024, are part of Mr. Creel’s past compensation. The ASDPs are designed to allow for an orderly disposition of the common shares to be issued upon the exercise of stock options at prevailing market prices over the course of the approximately 21-month period that sales under the ASDPs are expected to take place. Sales under the ASDPs are scheduled to commence on or after Nov. 10, 2022. The ASDPs are comprised of a Canadian plan and a U.S. plan under SEC rule 10b5-1.
Even with the sale of shares under the ASDPs, Mr. Creel retains more than 60 percent of his current equity holdings in CP. In addition, Mr. Creel’s holdings remain well in excess of his minimum share ownership requirements as president and CEO and he will continue to build up additional equity through future grants associated with his compensation plan.
Mr. Creel has provided pre-arranged instructions in writing to a securities broker administering the ASDPs, including the number of common shares to be sold and the minimum trading prices. The ASDPs prohibit the broker administering the ASDPs from consulting with Mr. Creel regarding any sales under the ASDPs and prohibit Mr. Creel from disclosing to the broker any information concerning CP that might influence the execution of the ASDPs. The ASDPs have been authorized and established in a form approved by CP, and contain meaningful restrictions on the ability of Mr. Creel to amend, suspend or terminate the ASDPs.
Dispositions pursuant to the ASDPs will be reported by Mr. Creel on SEDI in accordance with applicable Canadian securities laws. Each such filing will bear a notation to advise readers that the dispositions relate to an ASDP. The ASDPs have been authorized and approved by CP under the terms of its Disclosure and Insider Trading/Reporting Policy.
This announcement is made and will be available on SEDAR at www.sedar.com pursuant to the recommended practices set forth in Staff Notice 55-317 Automatic Securities Disposition Plans of the Canadian Securities Administrators.
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. CP-IR
Contacts:
Media
Alert_MediaRelations@cpr.ca
Investment Community
Maeghan Albiston
403-319-3591
investor@cpr.ca
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