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CANADIAN PACIFIC RAILWAY LTD/CN Form 10-K/A Annual Report Filed 2021-04-30

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CANADIAN PACIFIC RAILWAY LTD/CN Form 10-K/A Annual Report Filed 2021-04-30 SECURITIES AND EXCHANGE COMMISSION FORM 10-K/A Annual report pursuant to section 13 and 15(d) [amend] Filing Date: 2021-04-30 | Period of Report: 2020-12-31 SEC Accession No. 0001193125-21-145610 (HTML Version on secdatabase.com) FILER CANADIAN PACIFIC RAILWAY LTD/CN Mailing Address Business Address 7550 OGDEN DALE ROAD 7550 OGDEN DALE ROAD CIK:16875| IRS No.: 980355078 | Fiscal Year End: 1231 S.E. S.E. Type: 10-K/A | Act: 34 | File No.: 001-01342 | Film No.: 21879664 CALGARY ALBERTA A0 T2C CALGARY ALBERTA A0 T2C SIC: 4011 Railroads, line-haul operating 4X9 4X9 403-319-3591 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-01342 Canadian Pacific Railway Limited (Exact name of registrant as specified in its charter) Canada 98-0355078 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 7550 Ogden Dale Road S.E., Calgary, Alberta, Canada T2C 4X9 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (403) 319-7000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered Common Shares, without par value, of CP New York Stock Exchange Canadian Pacific Railway Limited Toronto Stock Exchange Perpetual 4% Consolidated Debenture Stock of CP/40 New York Stock Exchange Canadian Pacific Railway Company BC87 London Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Debt securities of Canadian Pacific Railway Company Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant, in U.S. dollars, was $34,600,245,541, based on the closing sales price per share as reported by the New York Stock Exchange on such date. As of the close of business on April 28, 2021, there were 133,321,717 shares of the registrant’s common shares outstanding. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXPLANATORY NOTE Canadian Pacific Railway Limited, a corporation incorporated under the Canada Business Corporations Act (the “Company”), qualifies as a foreign private issuer in the U.S. for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although as a foreign private issuer the Company is not required to do so, the Company currently continues to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the Securities and Exchange Commission (“SEC”) instead of filing the reports available to foreign private issuers. The Company prepares and files a management proxy circular and related material under Canadian requirements. As the Company’s management proxy circular is not filed pursuant to Regulation 14A, the Company may not incorporate by reference information required by Part III of its Form 10-K from its management proxy circular. The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“2020 Form 10-K”) on February 18, 2021. In reliance upon and as permitted by Instruction G(3) to Form 10-K, the Company is filing this Amendment No. 1 on Form 10-K/A in order to include in the 2020 Form 10-K the Part III information not previously included in the 2020 Form 10-K. No attempt has been made in this Amendment No. 1 on Form 10-K/A to modify or update the other disclosures presented in the 2020 Form 10-K. This Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the 2020 Form 10-K. Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with the 2020 Form 10-K and the Company’s other filings with the SEC. In this Amendment No. 1 on Form 10-K/A, we also refer to Canadian Pacific Railway Limited as “Canadian Pacific,” “CP,” “we,” “us,” “our,” “our corporation,” or “the corporation.” References to “GAAP” mean generally accepted accounting principles in the United States. All references to our websites and to our Canadian management proxy circular filed with the SEC on March 16, 2021 as Exhibit 99.1 to our Current Report on Form 8-K (the “Circular”) contained herein do not constitute incorporation by reference of information contained on such websites and the Circular and such information should not be considered part of this document. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CANADIAN PACIFIC RAILWAY LIMITED FORM 10-K/A TABLE OF CONTENTS PART III Item 10 Directors, Executive Officers and Corporate Governance 1 Item 11 Executive Compensation 7 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 52 Item 13 Certain Relationships and Related Transactions, and Director Independence 53 Item 14 Principal Accounting Fees and Services 53 PART IV Item 15 Exhibits, Financial Statement Schedule 55 Item 16 Form 10-K Summary 55 Signatures 56 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors Director profiles Isabelle Courville The Hon. John Baird, P.C. Chair All 11 nominated directors are qualified Independent Age: 51 and experienced, and have agreed to Independent Director since: serve on our Board. Directors are Age: 58 May 14, 2015 elected for a term of one year until the Director since: Residence: Toronto, May 1, 2013 Ontario, Canada close of our next annual meeting of Residence: Rosemère, shareholders, unless a director resigns 2020 voting results: Québec, Canada 99.51% for or is otherwise removed earlier. 2020 voting results: 99.63% for Share Ownership DIRECTOR SKILLS AND QUALIFICATIONS All directors are CP shareholders and DIRECTOR SKILLS AND QUALIFICATIONS Brings expertise in the following areas: senior must meet our director share executive leadership, accounting & financial Brings expertise in the following areas: senior literacy, environment, health & safety, ownership requirements within five executive leadership, accounting & financial years of joining the Board. transportation industry knowledge, governance, literacy, accounting & financial expertise, government/regulatory affairs and legal, risk environment, health & safety, executive management and strategic oversight. Share ownership listed here is as at compensation/human resources, transportation February 26, 2021 and includes industry knowledge, governance, government/ shares directors beneficially own or regulatory affairs and legal, risk management, OVERALL 2020 control, or hold directly or indirectly. sales & marketing and strategic oversight. ATTENDANCE 100% Share ownership includes holdings Meeting Attendance under the Directors’ Deferred Share OVERALL 2020 Board 9 of 9 100% ATTENDANCE 100% Governance 5 of 5 100% Unit (DDSU) plan.
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