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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
May 23, 2023 (May 17, 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 |
Name of each exchange |
||
| 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 17, 2023, Canadian Pacific Kansas City Limited (f/k/a Canadian Pacific Railway Limited), a Canadian corporation (the “Corporation”), granted one-time equity awards (the “Equity Awards”) to certain officers including Messrs. Velani, Brooks and Redd, pursuant to the Performance Share Unit Plan for Eligible Employees of Canadian Pacific Railway Limited (the “Plan”). The Equity Awards consist of performance share units, each representing the right to receive the Market Value (as defined in the Plan) of one common share of the Corporation subject to achievement of synergy EBITDA targets and relative total shareholder return performance measures over a performance period of April 28, 2023 to December 1, 2026. Messrs. Velani, Brooks and Redd were granted awards with target grant values of CAD$3.98 million, USD$2.59 million and USD$2.57 million, respectively.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Description |
|
| 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: May 23, 2023 | ||||||
| CANADIAN PACIFIC KANSAS CITY LIMITED | ||||||
|
|
By: | /s/ Nizam Hasham |
||||
| Name: | Nizam Hasham | |||||
| Title: | Assistant Corporate Secretary | |||||