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

At the 2020 annual meeting of shareholders of Canadian Pacific Railway Limited (the "Corporation") held on April 21, 2020 (the "2020 Annual Meeting of Shareholders"), the shareholders of the Corporation voted on (1) the appointment of Deloitte LLP as the Corporation's auditor until the close of the Corporation's next annual meeting of shareholders, (2) an advisory vote to approve the compensation of the Corporation's named executive officers (a "Say-on-Pay vote") and (3) the election of 11 directors nominated by the Corporation's board (the "Board") to serve 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 19, 2020 (the "Proxy Circular").

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

1) Appointment of Auditor. The shareholders approved the appointment of Deloitte LLP as the Corporation's auditor until the close of the Corporation's next annual meeting of shareholders.





 Votes For  Votes Withheld Broker Non-Votes
107,200,645    193,541            0

2) 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.





 Votes For  Votes Against Broker Non-Votes
100,312,258   3,898,257      3,183,674

3) Election of Directors. The following individuals were elected to the Board:

Name                 Votes For  Votes Withheld Broker Non-Votes

The Hon. John Baird 103,677,427 510,023 3,206,668 Isabelle Courville 103,804,900 382,584 3,206,669 Keith E. Creel 104,104,230 83,254 3,206,669 Gillian H. Denham 103,944,901 242,583 3,206,669 Edward R. Hamberger 104,085,300 102,185 3,206,669 Rebecca MacDonald 102,087,238 2,100,282 3,206,669 Edward L. Monser 104,065,654 121,866 3,206,669 Matthew H. Paull 103,800,510 386,975 3,206,669 Jane L. Peverett 103,038,699 1,148,821 3,206,669 Andrea Robertson 104,068,845 118,676 3,206,668 Gordon T. Trafton 100,954,132 3,233,388 3,206,669




 ITEM 8.01. Other Events.

On April 21, 2020, the Corporation issued a press release announcing the results of the 2020 Annual Meeting of Shareholders 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 21, 2020, announcing the results of the
               2020 Annual Meeting of Shareholder and director elections.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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