UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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 | Toronto 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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On September 17, 2024, the Board of Directors (the “Board”) of Canadian Pacific Kansas City Limited (the “Corporation”) appointed Arturo Gutiérrez Hernández to the Board, effective as of November 1, 2024, to serve until the close of the Corporation’s next annual meeting of shareholders, unless Mr. Gutiérrez resigns or is otherwise removed earlier. Mr. Gutiérrez has not yet been appointed to any committee of the Board.
Mr. Gutiérrez will receive compensation beginning as of November 1, 2024 in accordance with the policies and procedures previously approved by the Board for non-employee directors of the Corporation and as more fully described in the Corporation’s 2024 Management Proxy Circular (filed as Exhibit 99.1 to the Corporation’s Form 8-K filed with the Securities and Exchange Commission on March 21, 2024) under the heading “Director compensation for 2023” beginning on page 80 (and such description is incorporated herein by reference).
There is no arrangement or understanding between Mr. Gutiérrez and any other person pursuant to which Mr. Gutiérrez was appointed as a director. Mr. Gutiérrez has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| ITEM 7.01. | Regulation FD Disclosure. |
On September 17, 2024, the Corporation issued a press release announcing Mr. Gutiérrez’s appointment to the Board. A copy of this press release is attached as Exhibit 99.1.
The press release is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing by the Corporation under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Exhibit Description | |
| Exhibit 99.1 | Press Release dated September 17, 2024. | |
| 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: September 17, 2024 | ||||||
| CANADIAN PACIFIC KANSAS CITY LIMITED | ||||||
|
By: | /s/ Nizam Hasham | ||||
| Name: | Nizam Hasham | |||||
| Title: | Assistant Vice-President, Securities & Assistant Corporate Secretary | |||||