8-KShareholder MattersOther EventsExhibits & Filings

CANADIAN PACIFIC KANSAS CITY LTD/CN 8-K Report, Shareholder Vote Results (Apr 22, 2016)

Filed April 22, 2016For Securities:CP

Summary

This 8-K filing from Canadian Pacific Kansas City Ltd./CN (CP) reports on the outcomes of its 2016 Annual Meeting of Shareholders held on April 20, 2016. Key to investors, the meeting covered several critical corporate governance and compensation matters. Shareholders overwhelmingly approved the appointment of Deloitte LLP as the company's auditor and also approved the Section 162(m) Incentive Plan. Additionally, directors were elected to serve until the next annual meeting. However, a significant outcome was the shareholder vote against the compensation of named executive officers on an advisory basis (Say-on-Pay), indicating potential investor concerns regarding executive pay practices.

Key Highlights

  • 1Shareholders approved the appointment of Deloitte LLP as the company's auditor for the upcoming fiscal year.
  • 2In an advisory vote, shareholders did not approve the compensation of the company's named executive officers (Say-on-Pay vote).
  • 3The Board of Directors will consider the results of the Say-on-Pay vote, along with other feedback, when reviewing executive compensation.
  • 4Shareholders approved a one-year frequency for future Say-on-Pay advisory votes.
  • 5All nine nominated directors were elected to the Board of Directors.
  • 6Shareholders approved the Corporation's Section 162(m) Incentive Plan.

Frequently Asked Questions

Shareholders voted against, on a non-binding advisory basis, the approval of the compensation of Canadian Pacific's named executive officers. The Board of Directors stated they will consider this outcome and other shareholder feedback in their future compensation decisions.

Shareholders approved the appointment of Deloitte LLP as the Corporation's auditor until the close of the next annual meeting of shareholders.

Yes, all nine nominated individuals were elected to serve on the Corporation's Board of Directors until the next annual meeting or until their successors are elected or appointed.

Shareholders approved, on an advisory basis, a one-year frequency for future Say-on-Pay advisory votes.