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Submission of Matters to a Vote of Security

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 Corporations auditor until the close of the Corporations next annual meeting of shareholders, (2) an advisory vote to approve the compensation of the Corporations 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 Corporations board (the Board) to serve until the Corporations next annual meeting of shareholders or until their successors are elected or appointed and (5) approval of the Corporations Section 162(m) Incentive Plan. The proposals are further described in the Corporations definitiv e 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 Corporations shareholders.

1) Appointment of Auditor.

The shareholders approved the appointment of Deloitte LLP as the Corporations auditor until the close of the Corporations next annual meeting of shareholders.

Votes For

Votes Withheld

Broker Non-Votes

112,374,804

124,844

151,707

2) Advisory Vote to Approve the Compensation of the Corporations Named Executive Officers.

The shareholders voted against, on a non-binding advisory basis, the approval of the compensation of the Corporations 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.

Votes For

Votes Against

Broker Non-Votes

54,083,898

54,346,165

4,221,292

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.

Votes For

ONE YEAR

Votes For

TWO YEARS

Votes For

THREE YEARS

Abstentions

Broker Non-Votes

102,686,361

47,085

5,308,102

222,336

4,387,471

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4) Election of Directors.

The following individuals were elected to the Corporations Board of Directors:

Name

Votes For

Votes Withheld

Broker Non-Votes

William A. Ackman

107,758,301

671,069

4,221,985

The Hon. John Baird

104,597,069

3,832,304

4,221,982

Isabelle Courville

102,378,186

6,051,187

4,221,982

Keith E. Creel

106,244,007

2,185,366

4,221,982

E. Hunter Harrison

104,741,877

3,687,495

4,221,983

Rebecca MacDonald

104,488,250

3,941,123

4,221,982

Dr. Anthony R. Melman

108,081,089

348,284

4,221,982

Matthew H. Paull

108,140,267

289,106

4,221,982

Andrew F. Reardon

108,152,036

277,337

4,221,982

5) Approval of the Corporations Section 162(m) Incentive Plan.

The shareholders approved the Corporations Section 162(m) Incentive Plan.

Votes For

Votes Against

Abstentions

Broker Non-Votes

100,292,554

7,951,562

179,636

4,277,603

ITEM 8.01

Other Events.

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.

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

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

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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.

CANADIAN PACIFIC RAILWAY LIMITED

By:

/s/Scott Cedergren

Name: Scott Cedergren

Title: Assistant Corporate Secretary

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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

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