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Current Report · Items 5.07, 8.01, 9.01 · 8-K

Canadian Pacific Kansas City Limited

Submission of Matters to a Vote of Security Holders · Other Events

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…

Filed Apr 30, 2026Accepted Apr 30, 2026, 4:04 PM EDTCIK 16875Accession 0001193125-26-197150
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Company context

Current securities

Recent company filings

  1. Other EventsJul 30, 2026
  2. 10-Q filingJul 30, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureJul 29, 2026
  4. Results of Operations and Financial ConditionJul 29, 2026
  5. Entry into a Material Definitive AgreementJul 8, 2026

Disclosure sections

Items 5.07, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
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 28,300,259 0 (0%) 20,897,211 (96.01%) (3.99%) Isabelle Courville 695,931,998 12,481,102 0 (0%) 20,897,211 (98.24%) (1.76%) Keith Creel 705,982,913 2,430,186 0 (0%) 20,897,212 (99.66%) (0.34%) Amb. Antonio Garza (Ret.) 698,949,601 9,463,495 0 (0%) 20,897,215 (98.66%) (1.34%) Arturo Gutiérrez Hernández 688,932,410 19,480,690 0 (0%) 20,897,211 (97.25%) (2.75%) Hon. Edward Hamberger 706,243,520 2,169,580 0 (0%) 20,897,211 (99.69%) (0.31%) Janet Kennedy 705,396,551 3,016,549 0 (0%) 20,897,211 (99.57%) (0.43%) Henry Maier 700,168,044 8,245,054 0 (0%) 20,897,213 (98.84%) (1.16%) Marc Parent 696,052,490 12,360,610 0 (0%) 20,897,211 (98.26%) (1.74%) Matthew Paull 678,971,328 29,441,772 0 (0%) 20,897,211 (95.84%) (4.16%) Jane Peverett 695,740,839 12,672,257 0 (0%) 20,897,215 (98.21%) (1.79%) Andrea Robertson 696,035,177 12,377,919 0 (0%) 20,897,215 (98.25%) (1.75%) Katharine Stevenson 698,483,377 9,929,722 0 (0%) 20,897,212 (98.60%) (1.40%) Gordon Trafton 700,662,491 7,750,611 0 (0%) 20,897,209 (98.91%) (1.09%)
Item 8.01Item 8.01 - Other Events
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.
Filed exhibits (1)
EX-99.1 (by filename) d125479dex991.htm

EX-99.1 2 d125479dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 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. …

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