CANADIAN PACIFIC KANSAS CITY LTD/CN 8-K

What Happened

• Canadian Pacific Kansas City Limited (CPKC) filed an 8-K on April 30, 2026 reporting results from its April 29, 2026 annual shareholder meeting.
• Shareholders approved the appointment of Ernst & Young LLP as CPKC’s auditor, adopted non-binding advisory votes on executive compensation ("Say on Pay") and climate approach ("Say on Climate"), and elected all 14 board nominees to serve until the next annual meeting.

Key Details

• Auditor appointment: Ernst & Young LLP approved — 728,445,789 votes for (99.88%), 864,519 withheld/abstained (0.12%), 3 broker non-votes.
• Say on Pay (advisory, non-binding): 619,719,132 for (87.48%), 88,693,966 against (12.52%); 20,897,213 broker non-votes.
• Say on Climate (advisory, non-binding): 628,528,416 for (88.72%), 79,884,679 against (11.28%); 20,897,216 broker non-votes.
• Director elections: All 14 nominees elected. Vote support by nominee ranged from 95.84% (Matthew Paull: 678,971,328 for; 29,441,772 against) to 99.69% (Hon. Edward Hamberger: 706,243,520 for; 2,169,580 against).
• CPKC issued a press release on April 29, 2026 announcing the meeting results (filed as Exhibit 99.1).

Why It Matters

• These outcomes confirm shareholder approval of CPKC’s auditor and show substantial, though not unanimous, shareholder support for the company’s executive pay and climate approaches.
• Because Say on Pay and Say on Climate votes are advisory, they do not legally change company policy but signal investor sentiment that the board will consider when setting compensation and climate-related strategies.
• Election of the full slate of directors maintains board continuity and governance stability through the next annual meeting, which is material to oversight and strategic direction.