Item 5.07. Submission of Matters to a Vote of Security Holders.

Kansas City Southern, a Delaware corporation, held its special meeting of stockholders on December 10, 2021 (the "Special Meeting"). A definitive merger proxy statement on Schedule 14A with respect to the Special Meeting was filed with the Securities and Exchange Commission on November 3, 2021. Descriptions of each of the proposals voted upon at the Special Meeting are contained in the definitive merger proxy statement. At the close of business on October 14, 2021, the record date of the Special Meeting, there were 90,980,440 shares of common stock, par value $.01 per share, of Kansas City Southern (the "Common Stock") and 214,542 shares of 4% noncumulative preferred stock, par value $25.00 per share of Kansas City Southern (the "Preferred Stock" and together with the Common Stock, the "Voting Stock"), issued and outstanding, for a total of 91,194,982 shares of Voting Stock outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 64,498,936 shares of Voting Stock, representing approximately 71% of the outstanding shares issued and outstanding and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

The following is a summary of the voting results with respect to each of the proposals, including the number of votes cast for and against, and the number of abstentions.

1. A proposal to adopt the Agreement and Plan of Merger (the "Merger


    Agreement"), dated as of September 15, 2021, by and among Kansas City
    Southern, Canadian Pacific Railway Limited ("Canadian Pacific"), Cygnus
    Merger Sub 1 Corporation and Cygnus Merger Sub 2 Corporation (the "Merger
    Proposal").




   For       Against   Abstain
64,239,553   169,374   90,009

2. A proposal to approve, on a non-binding, advisory basis, the compensation


    that may be paid or become payable to Kansas City Southern's named executive
    officers that is based on or otherwise relates to the transactions
    contemplated by the Merger Agreement.




   For        Against     Abstain
16,836,049   47,173,329   489,559




3.  The proposal to approve the adjournment of the Special Meeting, if necessary
    or appropriate, to solicit additional proxies if there are not sufficient
    votes at the time of the Special Meeting to approve the Merger Proposal or to
    ensure that any supplement or amendment to Kansas City Southern's proxy
    statement is timely provided to Kansas City Southern stockholders was
    rendered moot in light of the approval of the Merger Proposal.

Item 8.01 Other Events.

On December 10, 2021, Kansas City Southern issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



99.1      Press Release, dated December 10, 2021.

104     Cover Page Interactive Data File - the cover page iXBRL tags are embedded
        within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses