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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
September 17, 2024
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 5.02. | 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 | |||||
Exhibit 99.1
Release: September 17, 2024
CPKC announces appointment of Arturo Gutiérrez Hernández to board of directors
Calgary – Canadian Pacific Kansas City Limited (TSX: CP) (NYSE: CP) (CPKC) announced today the appointment of Arturo Gutiérrez Hernández to the CPKC Board of Directors, effective on Nov. 1, 2024.
Mr. Gutiérrez, 58, of Monterrey, Mexico, has been the chief executive officer of Arca Continental, the second largest Coca-Cola bottler in Latin America, since January 2019.
“The addition of Arturo adds to the extensive, diverse experience of our board, bringing a seasoned chief executive who has spent decades living and working in Mexico,” said Isabelle Courville, Chair of the Board at CPKC. “Arturo has a rich leadership and management background and will be an excellent addition to the board.
“We are delighted to welcome Arturo and look forward to his contributions, enriching our board’s geographic diversity and fostering our culture of learning and accountability,” Ms. Courville added. “Our growing railway will benefit from Arturo’s experience which will be integral to our continued success in Mexico and across North America.”
Prior to being named CEO at Arca, Mr. Gutiérrez served as deputy chief executive officer and previously held several company positions over the last 23 years, including chief operating officer, director for the Mexico Beverages Division, along with leadership positions in Human Resources, Planning, and Legal. Mr. Gutiérrez holds a Law Degree from the Escuela Libre de Derecho and a Master’s Degree in Law from Harvard University.
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 of México to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing 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:
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Chris De Bruyn
403-319-3591
investor@cpkcr.com