Canadian Pacific Kansas City Ltd 8-K, filed Jun 20, 2023
Canadian Pacific Kansas City Ltd (CP)
About this 8-K
Canadian Pacific Kansas City Ltd filed this 8-K on June 20, 2023, reporting on events of June 15, 2023.
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
June 20, 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 |
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. ☐
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2023 annual meeting of shareholders of Canadian Pacific Kansas City Limited (“CPKC”) held on June 15, 2023 (the “2023 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 compensation of CPKC’s named executive officers (“Say on Pay”) (3) an advisory vote on approach to climate change (“Say on Climate”), and (4) the election of thirteen directors nominated by CPKC’s board of directors (the “Board”) to hold office until the close of CPKC’s next annual meeting of shareholders or until their successors are elected or appointed. 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 May 10, 2023 (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 | |||
| 744,235,968 (99.91%) |
0 (0%) | 667,368 (0.09%) | 3 |
2) Advisory Vote to Approve the Compensation of CPKC’s Named Executive Officers (“Say on Pay”). The shareholders voted for, on a non-binding advisory basis, the approval of 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 | |||
| 689,561,345 (95.95%) |
29,119,185 (4.05%) |
0 (0%) |
26,222,809 |
3) Advisory Vote on Approach to Climate Change (“Say on Climate”). The advisory vote on approach to climate change was approved.
| For |
Against |
Withheld/Abstained |
Broker Non-Votes | |||
| 601,530,895 (83.70%) |
117,149,635 (16.30%) | 0 (0%) | 26,222,809 |
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 | ||||
| The Hon. John Baird |
702,335,799 (97.73%) |
16,334,734 (2.27%) |
0 (0%) | 26,222,806 | ||||
| Isabelle Courville |
702,438,247 (97.74%) |
16,242,289 (2.26%) |
0 (0%) | 26,222,803 | ||||
| Keith E. Creel |
718,010,888 (99.91%) |
669,646 (0.09%) |
0 (0%) | 26,222,805 | ||||
| Jill Denham |
717,301,366 (99.81%) |
1,379,167 (0.19%) |
0 (0%) | 26,222,806 | ||||
| Amb. Antonio Garza (Ret.) |
717,960,873 (99.90%) |
719,564 (0.10%) |
0 (0%) | 26,222,902 | ||||
| David Garza-Santos |
717,940,306 (99.90%) |
740,229 (0.10%) |
0 (0%) | 26,222,804 | ||||
| Edward Hamberger |
717,930,126 (99.90%) |
750,409 (0.10%) |
0 (0%) | 26,222,804 | ||||
| Janet Kennedy |
718,145,837 (99.93%) |
534,698 (0.07%) |
0 (0%) | 26,222,804 | ||||
| Henry Maier |
674,265,692 (93.82%) |
44,414,840 (6.18%) |
0 (0%) | 26,222,807 | ||||
| Matthew Paull |
708,111,160 (98.53%) |
10,569,375 (1.47%) |
0 (0%) | 26,222,804 | ||||
| Jane Peverett |
710,988,494 (98.93%) |
7,691,288 (1.07%) |
0 (0%) | 26,223,557 | ||||
| Andrea Robertson |
713,052,961 (99.22%) |
5,626,823 (0.78%) |
0 (0%) | 26,223,555 | ||||
| Gordon Trafton |
713,510,164 (99.28%) |
5,169,624 (0.72%) |
0 (0%) | 26,223,551 |
| ITEM 8.01. | Other Events. |
On June 15, 2023, CPKC issued a press release announcing the results of the 2023 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 June 15, 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: June 20, 2023 | ||||||
| CANADIAN PACIFIC KANSAS CITY LIMITED | ||||||
|
|
|
By: | /s/ Nizam Hasham | |||
| Name: | Nizam Hasham | |||||
| Title: | Assistant Corporate Secretary | |||||
Exhibit 99.1
| Release: |
June 15, 2023 |
CPKC announces results of director elections
Calgary – Canadian Pacific Kansas City (TSX: CP) (NYSE: CP) (“CPKC”) announces that all resolutions placed in front of shareholders at its 2023 annual meeting earlier today have been passed, including the election of all 13 nominees listed in the management proxy circular dated April 24, 2023, as directors of CPKC.
All directors received at least 93.82 percent of votes cast. The advisory vote on executive compensation (Say on Pay) received 95.95 percent approval. The advisory vote on approach to climate change (Say on Climate) received 83.70 percent approval.
Isabelle Courville, upon her re-election as a director, has been re-appointed Chair of CPKC’s Board of Directors.
The detailed results of the vote by ballot on the election of directors are as follows:
| % Votes For | % Votes Against | |||||||
| The Hon. John Baird |
97.73 | % | 2.27 | % | ||||
| Isabelle Courville |
97.74 | % | 2.26 | % | ||||
| Keith E. Creel |
99.91 | % | 0.09 | % | ||||
| Jill Denham |
99.81 | % | 0.19 | % | ||||
| Amb. Antonio Garza (Ret.) |
99.90 | % | 0.10 | % | ||||
| David Garza-Santos |
99.90 | % | 0.10 | % | ||||
| Edward Hamberger |
99.90 | % | 0.10 | % | ||||
| Janet Kennedy |
99.93 | % | 0.07 | % | ||||
| Henry Maier |
93.82 | % | 6.18 | % | ||||
| Matthew Paull |
98.53 | % | 1.47 | % | ||||
| Jane Peverett |
98.93 | % | 1.07 | % | ||||
| Andrea Robertson |
99.22 | % | 0.78 | % | ||||
| Gordon Trafton |
99.28 | % | 0.72 | % | ||||
Final voting results on all matters voted on at the annual meeting will be filed on SEDAR (www.sedar.com) 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 of México to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing 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
Contacts:
Media
mediarelations@cpkcr.com
Investment Community
Chris De Bruyn
403-319-3591
investor@cpkcr.com
Page 2