Shareholder Vote · Company Update

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)   Canada   001-01342   98-0355078 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   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))     Explanatory Note 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.  ITEM 5.07   Submission of Matters to a Vote of Security Holders.   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. Votes For Votes Withheld Broker Non-Votes 112,374,804 124,844 151,707 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. 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   2   4) Election of Directors. The following individuals were elected to the Corporation’s 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 Corporation’s Section 162(m) Incentive Plan. The shareholders approved the Corporation’s 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   3   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: April 22, 2016     CANADIAN PACIFIC RAILWAY LIMITED             By: /s/ Scott Cedergren       Name:  Scott Cedergren       Title:    Assistant Corporate Secretary               4 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