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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

April 20, 2016
Date of Report (Date of earliest event reported) 

 

Canadian Pacific Railway Limited

(Exact name of registrant as specified in its charter)

 

 

7550 Ogden Dale Road S.E., Calgary, Alberta,
Canada, T2C 4X9

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (403) 319-7000

 

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))

 

 

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This Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K, originally filed by Canadian Pacific Railway Limited with the Securities and Exchange Commission on April 22, 2016, amends the Form 8-K to include unintentionally omitted information from Item 5.07 of the Form 8-K. The remainder of the Form 8-K, as amended, remains unchanged by this amendment. 

 

At the 2016 Annual Meeting of Shareholders held on April 20, 2016, the shareholders of Canadian Pacific Railway Limited (the “Corporation”) voted on (1) appointment of Deloitte LLP as the Corporation’s auditor until the close of the Corporation’s next annual meeting of shareholders, (2) an advisory vote to approve the compensation of the Corporation’s named executive officers (a “Say-on-Pay vote”), (3) an advisory vote on the frequency of Say-on-Pay votes, (4) the election of 9 directors nominated by the Corporation’s board (the “Board”) to serve until the Corporation’s next annual meeting of shareholders or until their successors are elected or appointed and (5) approval of the Corporation’s Section 162(m) Incentive Plan. The proposals are further described in the Corporation’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 29, 2016 (the “Proxy Statement”).

The tables below sets forth the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, for each matter voted upon by the Corporation’s shareholders.

1) Appointment of Auditor. The shareholders approved the appointment of Deloitte LLP as the Corporation’s auditor until the close of the Corporation’s next annual meeting of shareholders.

2) Advisory Vote to Approve the Compensation of the Corporation’s Named Executive Officers. The shareholders voted against, 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 Statement.  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.

3) Advisory Vote on the Frequency of Say-on-Pay Votes. The shareholders approved, on a non-binding advisory basis, a one year frequency of Say-on-Pay votes.

 

 

4) Election of Directors. The following individuals were elected to the Corporation’s Board of Directors:

5) Approval of the Corporation’s Section 162(m) Incentive Plan. The shareholders approved the Corporation’s Section 162(m) Incentive Plan.

On April 20, 2016, the Corporation issued a press release announcing the results of the 2016 Annual Meeting of Shareholders and director elections. A copy of this press release is attached as Exhibit 99.1.

(d) Exhibits

 

 

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.

 

 

 

EXHIBIT INDEX

Exhibit No.		Exhibit Description
Exhibit 99.1		Press Release dated April 20, 2016, announcing the results of the 2016 Annual Meeting of Shareholders and director elections