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Strong backing at Canadian Pacific Kansas City (NYSE: CP) 2026 shareholder meeting

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8-K

Rhea-AI Filing Summary

Canadian Pacific Kansas City Limited reported the results of its 2026 annual shareholder meeting. Shareholders approved the appointment of Ernst & Young LLP as auditor with 728,445,789 votes for, representing 99.88% of votes cast.

The advisory vote on executive compensation (Say on Pay) received 619,719,132 votes for, or 87.48% support, and the advisory vote on the company’s approach to climate change (Say on Climate) received 628,528,416 votes for, or 88.72% support.

All 14 director nominees were elected, each receiving at least 95.84% of votes cast; Keith Creel received 99.66% support and Matthew Paull received 95.84%. Upon re-election, Isabelle Courville was re-appointed Board Chair and Gordon Trafton was re-appointed Vice-Chair.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor approval votes 728,445,789 votes (99.88%) Appointment of Ernst & Young LLP as auditor
Say on Pay support 619,719,132 votes (87.48%) Advisory vote on executive compensation
Say on Climate support 628,528,416 votes (88.72%) Advisory vote on approach to climate change
Lowest director support 95.84% votes for Election of director Matthew Paull
Highest director support 99.69% votes for Election of director Hon. Edward Hamberger
Broker non-votes on Say on Pay 20,897,213 Advisory vote on executive compensation
Broker non-votes on Say on Climate 20,897,216 Advisory vote on approach to climate change
Say on Pay financial
"an advisory vote to approve the approach to the compensation of CPKC’s named executive officers (“Say on Pay”)"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Say on Climate financial
"an advisory vote to approve CPKC’s approach to climate change (“Say on Climate”)"
A "say on climate" is a non-binding shareholder vote that asks investors to approve or comment on a company’s plans to manage climate-related risks and reduce emissions, such as targets and the timeline for a transition. It matters because it gives investors a formal way to signal confidence or concern about how the company is protecting long-term value from climate risks—think of it as a public thumbs-up or report card that can influence board priorities and corporate strategy.
broker non-votes regulatory
"the number of votes cast for, against, withheld/abstained, and the number of broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
management proxy circular regulatory
"described in CPKC’s management proxy circular filed with the U.S. Securities and Exchange Commission"
A management proxy circular is a detailed briefing packet mailed or posted to shareholders before a company meeting that asks them to vote on key matters. It lays out agenda items, background information, management’s recommendations, pay and board candidate details, and instructions for authorizing someone to vote on your behalf. Investors use it like an agenda plus briefing notes to decide how votes could affect who controls the company, its strategy and future returns.
advisory vote regulatory
"The shareholders voted for, on a non-binding advisory basis, the approval of the approach to the compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
annual meeting of shareholders financial
"At the 2026 annual meeting of shareholders of Canadian Pacific Kansas City Limited"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
CANADIAN PACIFIC KANSAS CITY LTD/CN false 0000016875 0000016875 2026-04-29 2026-04-29 0000016875 us-gaap:CommonStockMember 2026-04-29 2026-04-29 0000016875 cp:Perpetual4PercentConsolidatedDebentureStockOfCanadianPacificRailwayCompanyMember 2026-04-29 2026-04-29
 
 

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

April 29, 2026

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 2026 annual meeting of shareholders of Canadian Pacific Kansas City Limited (“CPKC”) held on April 29, 2026 (the “2026 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 approach to the compensation of CPKC’s named executive officers (“Say on Pay”), (3) an advisory vote to approve CPKC’s approach to climate change (“Say on Climate”) and (4) the election of fourteen directors nominated by CPKC’s board of directors (the “Board”) to serve on the Board until the close of CPKC’s next annual meeting of shareholders, unless a director resigns or is otherwise removed earlier. 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 March 25, 2026 (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
728,445,789 (99.88%)   0 (0%)   864,519 (0.12%)   3

2) Advisory Vote to Approve the Approach to Say on Pay. The shareholders voted for, on a non-binding advisory basis, the approval of the approach to 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
619,719,132 (87.48%)   88,693,966 (12.52%)   0 (0%)   20,897,213

3) Advisory Vote to Approve CPKC’s Approach to Say on Climate. The advisory vote on approach to climate change was approved.

 

For   Against   Withheld/Abstained   Broker Non-Votes
628,528,416 (88.72%)   79,884,679 (11.28%)   0 (0%)   20,897,216

 

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  

Hon. John Baird, P.C.

     

 680,112,841

(96.01%

  

) 

     

 28,300,259

(3.99%

  

) 

      0  (0%)      20,897,211  

Isabelle Courville

     

 695,931,998

(98.24%

  

) 

     

 12,481,102

(1.76%

  

) 

      0  (0%)      20,897,211  

Keith Creel

     

 705,982,913

(99.66%

  

) 

     

 2,430,186

(0.34%

  

) 

      0  (0%)      20,897,212  

Amb. Antonio Garza (Ret.)

     

 698,949,601

(98.66%

  

) 

     

 9,463,495

(1.34%

  

) 

      0  (0%)      20,897,215  

Arturo Gutiérrez Hernández

     

 688,932,410

(97.25%

  

) 

     

 19,480,690

(2.75%

  

) 

      0  (0%)      20,897,211  

Hon. Edward Hamberger

     

 706,243,520

(99.69%

  

) 

     

 2,169,580

(0.31%

  

) 

      0  (0%)      20,897,211  

Janet Kennedy

     

 705,396,551

(99.57%

  

) 

     

 3,016,549

(0.43%

  

) 

      0  (0%)      20,897,211  

Henry Maier

     

 700,168,044

(98.84%

  

) 

     

 8,245,054

(1.16%

  

) 

      0  (0%)      20,897,213  

Marc Parent

     

 696,052,490

(98.26%

  

) 

     

 12,360,610

(1.74%

  

) 

      0  (0%)      20,897,211  

Matthew Paull

     

 678,971,328

(95.84%

  

) 

     

 29,441,772

(4.16%

  

) 

      0  (0%)      20,897,211  

Jane Peverett

     

 695,740,839

(98.21%

  

) 

     

 12,672,257

(1.79%

  

) 

      0  (0%)      20,897,215  

Andrea Robertson

     

 696,035,177

(98.25%

  

) 

     

 12,377,919

(1.75%

  

) 

      0  (0%)      20,897,215  

Katharine Stevenson

     

 698,483,377

(98.60%

  

) 

     

 9,929,722

(1.40%

  

) 

      0  (0%)      20,897,212  

Gordon Trafton

     

 700,662,491

(98.91%

  

) 

     

 7,750,611

(1.09%

  

) 

      0  (0%)      20,897,209  

 

ITEM 8.01.

Other Events.

On April 29, 2026, CPKC issued a press release announcing the results of the 2026 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 April 29, 2026.
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: April 30, 2026    
    CANADIAN PACIFIC KANSAS CITY LIMITED
    By:  

/s/ Tyler Robinson

    Name:   Tyler Robinson
    Title:   General Counsel and Assistant Corporate Secretary

Exhibit 99.1

 

LOGO

Release: April 29, 2026

CPKC announces results of director elections

Calgary – Canadian Pacific Kansas City (TSX: CP) (NYSE: CP) (CPKC) today announced the results of the 2026 annual meeting held earlier today, including the election of all 14 nominees listed in the management proxy circular dated March 10, 2026, as directors of CPKC.

All directors received at least 95.84 percent of votes cast. Isabelle Courville, upon her re-election as a director, was re-appointed Chair of CPKC’s Board of Directors. Gordon Trafton, upon his re-election as a director, was re-appointed Vice-Chair of CPKC’s Board of Directors.

The advisory vote on executive compensation (Say on Pay) received 87.48 percent in favour. The advisory vote on approach to climate change (Say on Climate) received 88.72 percent in favour. The appointment of Ernst & Young LLP as auditor received 99.88 percent in favour.

The detailed results of the vote by ballot on the election of directors are as follows:

 

     %
Votes For		     %
Votes Against		  

Hon. John Baird, P.C.

      96.01 %      3.99 % 

Isabelle Courville

      98.24 %      1.76 % 

Keith Creel

      99.66 %      0.34 % 

Amb. Antonio Garza (Ret.)

      98.66 %      1.34 % 

Arturo Gutiérrez Hernández

      97.25 %      2.75 % 

Hon. Edward Hamberger

      99.69 %      0.31 % 

Janet Kennedy

      99.57 %      0.43 % 

Henry Maier

      98.84 %      1.16 % 

Marc Parent

      98.26 %      1.74 % 

Matthew Paull

      95.84 %      4.16 % 

Jane Peverett

      98.21 %      1.79 % 

Andrea Robertson

      98.25 %      1.75 % 

Kate Stevenson

      98.60 %      1.40 % 

Gordon Trafton

      98.91 %      1.09 % 

Final voting results on all matters voted on at the annual meeting will be filed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov).

About CPKC

With its global headquarters in Calgary, Alta., Canada, CPKC is the first and only single-line transnational railway linking Canada, the United States and México, with unrivaled access to major ports from Vancouver to Atlantic Canada to the Gulf Coast to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing approximately 20,000 railroaders, CPKC provides North American customers unparalleled rail service and network reach to key markets across the continent. CPKC is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpkcr.com to learn more about the rail advantages of CPKC. CP-IR

Contacts:

Media

mediarelations@cpkcr.com

Investment Community

Chris De Bruyn

403-319-3591

investor@cpkcr.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Canadian Pacific Kansas City (CP) shareholders decide about the auditor at the 2026 meeting?

Shareholders approved Ernst & Young LLP as auditor with 728,445,789 votes for, representing 99.88% support. Only 864,519 votes were withheld/abstained, and there were three broker non-votes, confirming strong backing for the external auditor.

How did Canadian Pacific Kansas City (CP) shareholders vote on Say on Pay in 2026?

Shareholders supported the advisory Say on Pay proposal with 619,719,132 votes for, or 87.48%. Votes against totaled 88,693,966, or 12.52%, with no abstentions and 20,897,213 broker non-votes, indicating broad support for the executive compensation approach.

What were the 2026 Say on Climate results for Canadian Pacific Kansas City (CP)?

The advisory vote on CPKC’s approach to climate change passed with 628,528,416 votes for, or 88.72%. A total of 79,884,679 votes, or 11.28%, were against, with no abstentions and 20,897,216 broker non-votes, signaling strong shareholder backing.

Were all Canadian Pacific Kansas City (CP) director nominees elected at the 2026 meeting?

All 14 director nominees were elected, each receiving at least 95.84% of votes cast. Support ranged from 95.84% for Matthew Paull to 99.69% for Edward Hamberger, reflecting broad shareholder confidence in the board slate.

Who was appointed Chair and Vice-Chair of Canadian Pacific Kansas City’s board after the 2026 elections?

Following their re-election as directors, Isabelle Courville was re-appointed Chair of the Board and Gordon Trafton was re-appointed Vice-Chair. Their reappointments follow strong support for all directors at the 2026 annual meeting.

Where will the final 2026 voting results for Canadian Pacific Kansas City (CP) be available?

Final detailed voting results for all matters from the 2026 annual meeting will be filed on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. Investors can review the official tallies for each proposal there.

Filing Exhibits & Attachments

5 documents

Press Releases

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