ITEM 1.02. Termination of a Material Definitive Agreement.
To the extent required by Item 1.02 of Form 8-K, the information set forth in
the Introductory Note is incorporated herein by reference
On the Control Date, the Voting Trust was terminated in accordance with the
terms set forth in the Voting Trust Agreement, and the Company thereby obtained
control of the Second Surviving Corporation, successor to Kansas City Southern.
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
To the extent required by Item 5.02 of Form 8-K, the information set forth in
the Introductory Note is incorporated herein by reference.
On April 10, 2023, the Company's board of directors approved, subject to the
occurrence of the Control Date, the new leadership team, as described on
Company's Current Report on Form 8-K filed with the SEC on March 17, 2023,
including the appointments of: Keith Creel as President and Chief Executive
Officer; Nadeem Velani as Executive Vice-President and Chief Financial Officer;
John Brooks as Executive Vice-President and Chief Marketing Officer; and Mark
Redd as Executive Vice-President and Chief Operating Officer; and Jeff Ellis as
Executive Vice-President Chief Legal Officer and Corporate Secretary; effective
as of the Control Date (such named officers, the "Senior Officers").
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The Senior Officers, individually or collectively, do not have direct or
indirect material interests in any transaction with the Company that requires
disclosure pursuant to Item 404(a) of Regulation S-K, and there are no
arrangements or understandings between the Senior Officers, individually or
collectively, and any other person pursuant to which Senior Officers,
individually or collectively, were selected to serve in their respective office.
The Senior Officers are not related to any member of the Board or any executive
officer of the Company.
For further information about the Senior Officers, please refer to the
information regarding executive officers in Part 1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on
February 24, 2023, under "Information about our Executive Officers", following
Item 4. Mine Safety Disclosures.
In connection with the Control Acquisition, the previously announced leadership
roles of the Company, and a review of market information Management Resources
and Compensation Committee of the Board approved the following adjustments in
compensation for the Company's named executive officers, effective as of the
Control Date: Messrs. Brooks and Redd received an increase of US$278,000 and
US$510,400, respectively to their total target direct compensation, while
Mr. Ellis' total target direct compensation increased by CAD$476,778.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
To the extent required by Item 5.03 of Form 8-K, the information set forth in
the Introductory Note is incorporated herein by reference.
As previously disclosed, the Company held a special meeting of shareholders on
December 8, 2021 (the "Special Meeting"), at which the Company's shareholders
approved, among other matters, a proposal to amend the Company's Articles of
Incorporation to change the name of the Company from "Canadian Pacific Railway
Limited" or "Chemin de fer Canadien Pacifique Limitée" to "Canadian Pacific
Kansas City Limited" or "Canadien Pacifique Kansas City Limitée", respectively,
or such other similar name as may be determined by the directors of the Company
and is acceptable to the Director appointed under the Canada Business
Corporations Act and all other regulatory authorities having jurisdiction in
that regard (the "Name Change"). The Name Change was conditional upon the
occurrence of the Control Date.
The Company filed an amendment to its Articles of Incorporation (the "Articles
Amendment") to effect the Name Change effective on April 14, 2023. In connection
with the Name Change, the CUSIP number for the Company's common shares will be
changed to 13646K108. Trading of the Company's common shares on the Toronto
Stock Exchange and the New York Stock Exchange will continue under the existing
ticker symbol "CP" and is expected to begin trading under the new name and new
CUSIP on April 18, 2023.
The foregoing description of the Articles Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Articles Amendment, which is filed as Exhibit 3.1 to this Current Report on Form
8-K and incorporated by reference herein.
ITEM 8.01 Other Events.
On April 14, 2023, the Company issued a press release announcing the occurrence
of the Control Acquisition and the Name Change. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
Exhibit 3.1 Articles of Amendment to Restated Certificate and Articles of
Incorporation.
Exhibit 99.1 Press Release dated April 14, 2023.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Forward-Looking Statements and Information
This communication includes certain forward looking statements and forward
looking information (collectively, "FLI") to provide the Company's shareholders
and potential investors with information about the Company and its
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subsidiaries and affiliates, which FLI may not be appropriate for other
purposes. FLI is typically identified by words such as "anticipate", "expect",
"project", "estimate", "forecast", "plan", "intend", "will", "target",
"believe", "likely" and similar words suggesting future outcomes or statements
regarding an outlook. All statements other than statements of historical fact
may be FLI.
Although we believe that the FLI is reasonable based on the information
available today and processes used to prepare it, such statements are not
guarantees of future performance and you are cautioned against placing undue
reliance on FLI. By its nature, FLI involves a variety of assumptions, which are
based upon factors that may be difficult to predict and that may involve known
and unknown risks and uncertainties and other factors which may cause actual
results, levels of activity and achievements to differ materially from those
expressed or implied by these FLI, including, but not limited to, the following:
the realization of anticipated benefits and synergies of the CP-KCS transaction
and the timing thereof; the the satisfaction of the conditions imposed by the
U.S. Surface Transportation Board in its March 15, 2023 decision; the success of
integration plans; the focus of management time and attention on the CP-KCS
transaction and other disruptions arising from the CP-KCS integration; changes
in business strategy and strategic opportunities; estimated future dividends;
financial strength and flexibility; debt and equity market conditions, including
the ability to access capital markets on favourable terms or at all; cost of
debt and equity capital; the ability of management of the Company, its
subsidiaries and affiliates to execute key priorities, including those in
connection with the CP-KCS transaction; general Canadian, U.S., Mexican and
global social, economic, political, credit and business conditions; risks
associated with agricultural production such as weather conditions and insect
populations; the availability and price of energy commodities; the effects of
competition and pricing pressures, including competition from other rail
carriers, trucking companies and maritime shippers in Canada, the U.S. and
Mexico; North American and global economic growth; industry capacity; shifts in
market demand; changes in commodity prices and commodity demand; uncertainty
surrounding timing and volumes of commodities being shipped; inflation;
geopolitical instability; changes in laws, regulations and government policies,
including regulation of rates; changes in taxes and tax rates; potential
increases in maintenance and operating costs; changes in fuel prices; disruption
in fuel supplies; uncertainties of investigations, proceedings or other types of
claims and litigation; compliance with environmental regulations; labour
disputes; changes in labour costs and labour difficulties; risks and liabilities
arising from derailments; transportation of dangerous goods; timing of
completion of capital and maintenance projects; sufficiency of budgeted capital
expenditures in carrying out business plans; services and infrastructure; the
satisfaction by third parties of their obligations; currency and interest rate
fluctuations; exchange rates; effects of changes in market conditions and
discount rates on the financial position of pension plans and investments; trade
restrictions or other changes to international trade arrangements; the effects
of current and future multinational trade agreements on the level of trade among
Canada, the U.S. and Mexico; climate change and the market and regulatory
responses to climate change; ability to achieve commitments and aspirations
relating to reducing greenhouse gas emissions and other climate-related
objectives; anticipated in-service dates; success of hedging activities;
operational performance and reliability; customer and other stakeholder
approvals and support; regulatory and legislative decisions and actions; the
adverse impact of any termination or revocation by the Mexican government of
Kansas City Southern de Mexico, S.A. de C.V.'s Concession; public opinion;
various events that could disrupt operations, including severe weather events,
such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks,
as well as security threats and governmental response to them, and technological
changes; acts of terrorism, war or other acts of violence or crime or risk of
such activities; insurance coverage limitations; material adverse changes in
economic and industry conditions, including the availability of short and
long-term financing; and the pandemic created by the outbreak of COVID-19 and
its variants, and resulting effects on economic conditions, the demand
environment for logistics requirements and energy prices, restrictions imposed
by public health authorities or governments, fiscal and monetary policy
responses by governments and financial institutions, and disruptions to global
supply chains.
We caution that the foregoing list of factors is not exhaustive and is made as
of the date hereof. Additional information about these and other assumptions,
risks and uncertainties can be found in reports and filings by the Company with
Canadian and U.S. securities regulators, including any prospectus, material
change report, management information circular or registration statement that
have been or will be filed in connection with the transaction. Reference should
be made to "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Forward Looking Statements" in the Company's
annual and interim reports on Form 10-K and 10-Q. Due to the interdependencies
and correlation of these factors, as well as other factors, the impact of any
one assumption, risk or uncertainty on FLI cannot be determined with certainty.
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Except to the extent required by law, we assume no obligation to publicly update
or revise any FLI, whether as a result of new information, future events or
otherwise. All FLI in this communication is expressly qualified in its entirety
by these cautionary statements.
About Canadian Pacific Kansas City
Canadian Pacific Kansas City is a transcontinental railway in Canada, the United
States and Mexico with direct links to major ports on the west and east coasts
and in the south. CPKC provides North American customers a competitive rail
service with access to key markets in every corner of the globe. CPKC is growing
with its customers, offering a suite of freight transportation services,
logistics solutions and supply chain expertise. Visit cpkc.ca to see the rail
advantages of CPKC. CP-IR
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