CP 8-K
Canadian Pacific Kansas City Ltd/Cn (CP)
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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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:
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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 Kansas City 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 2026 annual meeting of shareholders of Canadian Pacific Kansas City Limited (“CPKC”) held on April 29, 2026 (the “2026 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 approach to the compensation of CPKC’s named executive officers (“Say on Pay”), (3) an advisory vote to approve CPKC’s approach to climate change (“Say on Climate”) and (4) the election of fourteen directors nominated by CPKC’s board of directors (the “Board”) to serve on the Board until the close of CPKC’s next annual meeting of shareholders, unless a director resigns or is otherwise removed earlier. 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 March 25, 2026 (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 | |||
| 728,445,789 (99.88%) | 0 (0%) | 864,519 (0.12%) | 3 |
2) Advisory Vote to Approve the Approach to Say on Pay. The shareholders voted for, on a non-binding advisory basis, the approval of the approach to 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 | |||
| 619,719,132 (87.48%) | 88,693,966 (12.52%) | 0 (0%) | 20,897,213 |
3) Advisory Vote to Approve CPKC’s Approach to Say on Climate. The advisory vote on approach to climate change was approved.
| For | Against | Withheld/Abstained | Broker Non-Votes | |||
| 628,528,416 (88.72%) | 79,884,679 (11.28%) | 0 (0%) | 20,897,216 |
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 | ||||||||||||
Hon. John Baird, P.C. |
|
680,112,841 (96.01% |
) |
|
28,300,259 (3.99% |
) |
0 | (0%) | 20,897,211 | |||||||
Isabelle Courville |
|
695,931,998 (98.24% |
) |
|
12,481,102 (1.76% |
) |
0 | (0%) | 20,897,211 | |||||||
Keith Creel |
|
705,982,913 (99.66% |
) |
|
2,430,186 (0.34% |
) |
0 | (0%) | 20,897,212 | |||||||
Amb. Antonio Garza (Ret.) |
|
698,949,601 (98.66% |
) |
|
9,463,495 (1.34% |
) |
0 | (0%) | 20,897,215 | |||||||
Arturo Gutiérrez Hernández |
|
688,932,410 (97.25% |
) |
|
19,480,690 (2.75% |
) |
0 | (0%) | 20,897,211 | |||||||
Hon. Edward Hamberger |
|
706,243,520 (99.69% |
) |
|
2,169,580 (0.31% |
) |
0 | (0%) | 20,897,211 | |||||||
Janet Kennedy |
|
705,396,551 (99.57% |
) |
|
3,016,549 (0.43% |
) |
0 | (0%) | 20,897,211 | |||||||
Henry Maier |
|
700,168,044 (98.84% |
) |
|
8,245,054 (1.16% |
) |
0 | (0%) | 20,897,213 | |||||||
Marc Parent |
|
696,052,490 (98.26% |
) |
|
12,360,610 (1.74% |
) |
0 | (0%) | 20,897,211 | |||||||
Matthew Paull |
|
678,971,328 (95.84% |
) |
|
29,441,772 (4.16% |
) |
0 | (0%) | 20,897,211 | |||||||
Jane Peverett |
|
695,740,839 (98.21% |
) |
|
12,672,257 (1.79% |
) |
0 | (0%) | 20,897,215 | |||||||
Andrea Robertson |
|
696,035,177 (98.25% |
) |
|
12,377,919 (1.75% |
) |
0 | (0%) | 20,897,215 | |||||||
Katharine Stevenson |
|
698,483,377 (98.60% |
) |
|
9,929,722 (1.40% |
) |
0 | (0%) | 20,897,212 | |||||||
Gordon Trafton |
|
700,662,491 (98.91% |
) |
|
7,750,611 (1.09% |
) |
0 | (0%) | 20,897,209 | |||||||
| ITEM 8.01. | Other Events. |
On April 29, 2026, CPKC issued a press release announcing the results of the 2026 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 |
Exhibit Description | |
| Exhibit 99.1 | Press Release dated April 29, 2026. | |
| 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 30, 2026 | ||||||
| CANADIAN PACIFIC KANSAS CITY LIMITED | ||||||
| By: | /s/ Tyler Robinson | |||||
| Name: | Tyler Robinson | |||||
| Title: | General Counsel and Assistant Corporate Secretary | |||||
Exhibit 99.1
Release: April 29, 2026
CPKC announces results of director elections
Calgary – Canadian Pacific Kansas City (TSX: CP) (NYSE: CP) (CPKC) today announced the results of the 2026 annual meeting held earlier today, including the election of all 14 nominees listed in the management proxy circular dated March 10, 2026, as directors of CPKC.
All directors received at least 95.84 percent of votes cast. Isabelle Courville, upon her re-election as a director, was re-appointed Chair of CPKC’s Board of Directors. Gordon Trafton, upon his re-election as a director, was re-appointed Vice-Chair of CPKC’s Board of Directors.
The advisory vote on executive compensation (Say on Pay) received 87.48 percent in favour. The advisory vote on approach to climate change (Say on Climate) received 88.72 percent in favour. The appointment of Ernst & Young LLP as auditor received 99.88 percent in favour.
The detailed results of the vote by ballot on the election of directors are as follows:
| % Votes For |
% Votes Against |
|||||||
| Hon. John Baird, P.C. |
96.01 | % | 3.99 | % | ||||
| Isabelle Courville |
98.24 | % | 1.76 | % | ||||
| Keith Creel |
99.66 | % | 0.34 | % | ||||
| Amb. Antonio Garza (Ret.) |
98.66 | % | 1.34 | % | ||||
| Arturo Gutiérrez Hernández |
97.25 | % | 2.75 | % | ||||
| Hon. Edward Hamberger |
99.69 | % | 0.31 | % | ||||
| Janet Kennedy |
99.57 | % | 0.43 | % | ||||
| Henry Maier |
98.84 | % | 1.16 | % | ||||
| Marc Parent |
98.26 | % | 1.74 | % | ||||
| Matthew Paull |
95.84 | % | 4.16 | % | ||||
| Jane Peverett |
98.21 | % | 1.79 | % | ||||
| Andrea Robertson |
98.25 | % | 1.75 | % | ||||
| Kate Stevenson |
98.60 | % | 1.40 | % | ||||
| Gordon Trafton |
98.91 | % | 1.09 | % | ||||
Final voting results on all matters voted on at the annual meeting will be filed on SEDAR+ (www.sedarplus.ca) 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 Coast to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing approximately 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
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