01—Abstract
Summary
Summary of the 6-K filed March 13, 2015. Cited figures are marked; the original filing is the authoritative source.
Canadian Pacific Railway Limited filed a Form 6-K on March 13, 2015, to report the adoption of its new By-Law No. 2.
This by-law outlines the procedural requirements for the nomination and election of directors. It establishes specific timelines and information disclosure standards for "Nominating Shareholders" who wish to propose candidates for the Board of Directors at annual or special shareholder meetings. The key takeaway for investors is that CP has formalized its director nomination process.
This by-law provides clarity on how shareholders can nominate directors and what information must be provided. It aims to ensure that nominations are timely and that all necessary disclosures are made, aligning with the Canada Business Corporations Act and applicable securities laws. The Board retains discretion to waive certain requirements, but the by-law sets a clear framework for shareholder engagement in director elections.
02—Key points
Key Highlights
- Canadian Pacific Railway Limited adopted By-Law No. 2, effective March 13, 2015.
- The by-law governs the procedural requirements for nominating directors.
- It specifies conditions for nominations by shareholders (Nominating Shareholders) as well as by the Board.
- Timely notice requirements are established for nominations in advance of annual and special shareholder meetings.
- Nominating Shareholders must provide detailed information about themselves and their proposed director nominees.
- The by-law requires compliance with the Canada Business Corporations Act and applicable securities laws.
- The Board of Directors retains the discretion to waive certain requirements of the by-law.
03—Questions
Frequently Asked Questions
What is the purpose of By-Law No. 2?
By-Law No. 2 establishes the procedures and requirements for nominating individuals to be elected as directors of Canadian Pacific Railway Limited. It aims to provide a clear and orderly process for both shareholder and Board-initiated director nominations.
What are the key requirements for a shareholder to nominate a director?
A shareholder wishing to nominate a director (a 'Nominating Shareholder') must provide timely written notice to the Corporation's Secretary. This notice must include specific details about the proposed nominee, such as their personal information, occupation, shareholdings in the company, and compliance with 'resident Canadian' status, as well as information about the Nominating Shareholder themselves, similar to disclosures required in a dissident's proxy circular.
When must a shareholder submit a director nomination notice?
For an annual meeting, the notice must generally be given not less than 30 days before the meeting. However, if the meeting date is announced with less than 50 days' notice, the deadline is the 10th day after the announcement. For special meetings called to elect directors, the notice must be given within 15 days of the public announcement of the meeting date.
Can the Board of Directors override or waive these nomination rules?
Yes, the by-law states that the Board of Directors may, in its sole discretion, waive any requirement set forth in By-Law No. 2. This provides the Board with flexibility in certain situations.
04—Continue