Shareholder Vote · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 20, 2023 ( June 15, 2023 ) Date of Report (Date of earliest event reported)     Canadian Pacific Kansas City 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) ( 403 ) 319-7000 Registrant’s telephone number, including area code 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)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Shares, without par value, of Canadian Pacific Kansas City Limited   CP   New York Stock Exchange Common Shares, without par value, of Canadian Pacific Kansas City Limited   CP   Toronto Stock Exchange Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company   CP40   New York Stock Exchange Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company   BC87   London Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       ITEM 5.07. Submission of Matters to a Vote of Security Holders. At the 2023 annual meeting of shareholders of Canadian Pacific Kansas City Limited (“CPKC”) held on June 15, 2023 (the “2023 Shareholder Meeting”), the shareholders of CPKC voted on (1) the appointment of Ernst & Young LLP as CPKC’s auditor until the close of CPKC’s next annual meeting of shareholders, (2) an advisory vote to approve the compensation of CPKC’s named executive officers (“Say on Pay”) (3) an advisory vote on approach to climate change (“Say on Climate”), and (4) the election of thirteen directors nominated by CPKC’s board of directors (the “Board”) to hold office until the close of CPKC’s next annual meeting of shareholders or until their successors are elected or appointed. The proposals are further described in CPKC’s management proxy circular filed with the U.S. Securities and Exchange Commission on Form 8-K on May 10, 2023 (the “Proxy Circular”). The tables below set forth the number of votes cast for, against, withheld/abstained, and the number of broker non-votes, for each matter voted upon by CPKC’s shareholders. 1) Appointment of Auditor. The shareholders voted to approve the appointment of Ernst & Young LLP as CPKC’s auditor until the close of CPKC’s next annual meeting of shareholders.   For   Against   Withheld/Abstained   Broker Non-Votes 744,235,968 (99.91%)   0 (0%)   667,368 (0.09%)   3 2) Advisory Vote to Approve the Compensation of CPKC’s Named Executive Officers (“Say on Pay”). The shareholders voted for, on a non-binding advisory basis, the approval of the compensation of CPKC’s named executive officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Proxy Circular.   For   Against   Withheld/Abstained   Broker Non-Votes 689,561,345 (95.95%)   29,119,185 (4.05%)   0 (0%)   26,222,809 3) Advisory Vote on Approach to Climate Change (“Say on Climate”). The advisory vote on approach to climate change was approved.   For   Against   Withheld/Abstained   Broker Non-Votes 601,530,895 (83.70%)   117,149,635 (16.30%)   0 (0%)   26,222,809 4) Election of Directors. The following directors were elected to hold office until the close of the next annual meeting of shareholders:   Name   For   Against   Withheld/Abstained   Broker Non-Votes The Hon. John Baird   702,335,799 (97.73%)   16,334,734 (2.27%)   0 (0%)   26,222,806 Isabelle Courville   702,438,247 (97.74%)   16,242,289 (2.26%)   0 (0%)   26,222,803 Keith E. Creel   718,010,888 (99.91%)   669,646 (0.09%)   0 (0%)   26,222,805 Jill Denham   717,301,366 (99.81%)   1,379,167 (0.19%)   0 (0%)   26,222,806 Amb. Antonio Garza (Ret.)   717,960,873 (99.90%)   719,564 (0.10%)   0 (0%)   26,222,902 David Garza-Santos   717,940,306 (99.90%)   740,229 (0.10%)   0 (0%)   26,222,804 Edward Hamberger   717,930,126 (99.90%)   750,409 (0.10%)   0 (0%)   26,222,804 Janet Kennedy   718,145,837 (99.93%)   534,698 (0.07%)   0 (0%)   26,222,804 Henry Maier   674,265,692 (93.82%)   44,414,840 (6.18%)   0 (0%)   26,222,807 Matthew Paull   708,111,160 (98.53%)   10,569,375 (1.47%)   0 (0%)   26,222,804 Jane Peverett   710,988,494 (98.93%)   7,691,288 (1.07%)   0 (0%)   26,223,557 Andrea Robertson   713,052,961 (99.22%)   5,626,823 (0.78%)   0 (0%)   26,223,555 Gordon Trafton   713,510,164 (99.28%)   5,169,624 (0.72%)   0 (0%)   26,223,551   ITEM 8.01. Other Events. On June 15, 2023, CPKC issued a press release announcing the results of the 2023 Shareholder Meeting 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 June 15, 2023. Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: June 20, 2023           CANADIAN PACIFIC KANSAS CITY LIMITED         By:   /s/ Nizam Hasham     Name:   Nizam Hasham     Title:   Assistant Corporate Secretary