Canadian Pacific Kansas City Ltd 8-K/A, filed Apr 24, 2023
Canadian Pacific Kansas City Ltd (CP)
About this 8-K/A
Canadian Pacific Kansas City Ltd filed this 8-K/A on April 24, 2023, reporting on events of March 30, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
March 31, 2023 (
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 Symbol(s) |
Name of each exchange on which registered | ||
| 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. ☐
EXPLANATORY NOTE
On March 31, 2023, Canadian Pacific Kansas City Limited (formerly Canadian Pacific Railway Limited and referred to herein as the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission announcing the Company has fixed April 24, 2023 as the record date for the purpose of determining holders of the Company’s common shares entitled to receive notice of and to vote at an annual meeting of the Company’s shareholders, to be held on June 15, 2023, and attached as Exhibit 99.1 thereto the Notice of Meeting and Record Date.
As previously reported, on April 14, 2023, the Company filed an amendment to its Articles of Incorporation to change the name of the Company from “Canadian Pacific Railway Limited” to “Canadian Pacific Kansas City Limited.” In connection with the name change, the Company changed the CUSIP number and ISIN for its common shares to 13646K108 and CA13646K1084, respectively. Accordingly, on April 18, 2023, an Amended Notice of Meeting and Record Date was issued updating the name of the Company and the CUSIP number and ISIN for the Company’s common shares.
| ITEM 8.01. | Other Events. |
On April 18, 2023, an Amended Notice of Meeting and Record Date was issued reflecting the recent change of the Company’s name and the CUSIP number and ISIN for the Company’s common shares. A copy of this Amended Notice of Meeting and Record Date is attached as Exhibit 99.1.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Description | |
| Exhibit 99.1 | Amended Notice of Meeting and Record Date dated April 18, 2023. | |
| 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 24, 2023 | ||||||
| CANADIAN PACIFIC KANSAS CITY LIMITED | ||||||
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By: | /s/ Nizam Hasham | |||
| Name: | Nizam Hasham | |||||
| Title: | Assistant Corporate Secretary | |||||
Exhibit 99.1
| ||||
| April 18, 2023 | 1500 Robert-Bourassa Blvd. 7th Floor Montreal QC, H3A 3S8 www.computershare.com |
To: All Canadian Securities Regulatory Authorities
| Subject: CANADIAN PACIFIC KANSAS CITY LIMITED | AMENDED |
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
| Meeting Type : | Annual Meeting | |
| Record Date for Notice of Meeting : | April 24, 2023 | |
| Record Date for Voting (if applicable) : | April 24, 2023 | |
| Beneficial Ownership Determination Date : | April 24, 2023 | |
| Meeting Date : | June 15, 2023 | |
| Meeting Location (Virtual Only) : | Access to the Online webcast at https://web.lumiagm.com/486134857 | |
| Issuer sending proxy related materials directly to NOBO: | No | |
| Issuer paying for delivery to OBO: | Yes | |
| Notice and Access (NAA) Requirements: | ||
| NAA for Beneficial Holders | Yes | |
| NAA for Registered Holders | Yes | |
| Voting Security Details: | ||||
| Description | CUSIP Number | ISIN | ||
| COMMON SHARES | 13646K108 | CA13646K1084 | ||
Sincerely,
Computershare
Agent for CANADIAN PACIFIC KANSAS CITY LIMITED