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




At the 2022 annual and special meeting of shareholders of Canadian Pacific
Railway Limited (the "Corporation") held on April 27, 2022 (the "2022
Shareholder Meeting"), the shareholders of the Corporation voted on (1) the
appointment of Ernst & Young LLP as the Corporation's auditor until the close of
the Corporation's next annual meeting of shareholders, (2) an ordinary
resolution to approve an amendment to the Management Stock Option Incentive Plan
(3) an advisory vote to approve the compensation of the Corporation's named
executive officers ("Say on Pay") (4) an advisory vote to approve the
Corporation's approach to climate change ("Say on Climate"), and (5) the
election of nine directors nominated by the Corporation's board of directors
(the "Board") to hold office until the until the close of the Corporation's next
annual meeting of shareholders or until their successors are elected or
appointed. The proposals are further described in the Corporation's management
proxy circular filed with the U.S. Securities and Exchange Commission on Form
8-K on March 28, 2022 (the "Proxy Circular").

The tables below set forth the number of votes cast for, against, withheld/abstained, and the number of broker non-votes, for each matter voted upon by the Corporation's shareholders.

1) Appointment of Auditor. The shareholders voted to approve the appointment of Ernst & Young LLP as the Corporation's auditor until the close of the Corporation's next annual meeting of shareholders.



        For            Against   Withheld/Abstained   Broker Non-Votes
753,789,318 (99.56%)   0 (0%)    3,327,747 (0.44%)           2


2) Ordinary Resolution to Approve an Amendment to the Management Stock Option
Incentive Plan. The shareholders approved an ordinary resolution to amend the
option plan to increase the total number of shares available for issuance under
the option plan by 20,000,000.

        For                 Against         Withheld/Abstained   Broker Non-Votes
675,569,723 (92.28%)   56,544,970 (7.72%)         0 (0%)            25,002,374


3) Advisory Vote to Approve the Compensation of the Corporation's Named
Executive Officers. The shareholders voted for, on a non-binding advisory basis,
the approval of the compensation of the Corporation's named executive officers
as disclosed in the Compensation Discussion and Analysis section, executive
compensation tables and accompanying narrative discussions contained in the
Proxy Circular. Although this Say on Pay vote is an advisory vote and the
results are not binding upon the Board, the Board will take into account the
results of this vote, together with other shareholder feedback and best
practices in compensation and governance.

        For                 Against         Withheld/Abstained   Broker Non-Votes
677,344,210 (92.52%)   54,770,484 (7.48%)         0 (0%)            25,002,373


4) Advisory Vote to Approve the Corporation's Approach to Climate Change. The
advisory vote to approve the Corporation's approach to climate change was
approved. Although the vote is non-binding, the Risk and Sustainability
Committee will review and consider the voting results when evaluating the
Corporation's approach to climate change in the future. The Corporation expects
to inform shareholders about the results of that process and any actions it may
take in response.

        For                  Against         Withheld/Abstained   Broker Non-Votes
636,073,561 (86.88%)   96,041,138 (13.12%)         0 (0%)            25,002,373

5) Election of Directors. The following directors were elected to hold office until the close of the next annual meeting of shareholders:



       Name                   For                Against        Withheld/Abstained   Broker Non-Votes
The Hon. John Baird   692,694,708 (94.79%)        0 (0%)        38,107,139 (5.21%)      26,315,190
Isabelle Courville    728,910,959 (99.74%)        0 (0%)        1,890,918 (0.26%)       26,315,190
Keith E. Creel        721,545,958 (98.73%)        0 (0%)        9,255,919 (1.27%)       26,315,190
Gillian H. Denham     691,775,987 (94.66%)        0 (0%)        39,025,890 (5.34%)      26,315,190
Edward R. Hamberger   721,086,897 (98.67%)        0 (0%)        9,714,980 (1.33%)       26,315,190
Matthew H. Paull      713,033,985 (97.57%)        0 (0%)        17,767,892 (2.43%)      26,315,190
Jane L. Peverett      717,993,538 (98.25%)        0 (0%)        12,807,757 (1.75%)      26,315,190

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Andrea Robertson    725,700,836 (99.30%)   0 (0%)   5,101,041 (0.70%)   26,315,190
Gordon T. Trafton   725,491,408 (99.27%)   0 (0%)   5,310,469 (0.73%)   26,315,190


ITEM 8.01. Other Events.


On April 27, 2022, the Corporation issued a press release announcing the results
of the 2022 Shareholder Meeting and director elections. A copy of this press
release is attached as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.                             Exhibit Description

Exhibit 99.1      Press Release dated April 27, 2022.

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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