CALGARY, March 13, 2015 /CNW/ - Canadian Pacific
Railway Limited (TSX/NYSE: CP) ("CP" or the "Corporation")
announces the adoption by its board of Directors of By-law No. 2 of
the Corporation (the "Advance Notice By-Law") establishing a
framework for advance notice of nominations of directors by the
shareholders of CP. Among other things, the Advance Notice By-Law
fixes deadlines by which shareholders must submit a notice of
director nominations to CP prior to any annual or special meeting
of shareholders where directors are to be elected and sets out the
information that a shareholder must include in the notice.
The Advance Notice By-Law provides a transparent process for
shareholders to follow for the nomination of directors and sets out
a reasonable time frame for the submission of nominees and the
accompanying information. The Advance Notice By-law will help to
ensure that all shareholders receive adequate notice of the
nominations to be considered at a meeting and can thereby exercise
their voting rights in an informed manner. The Advance Notice
By-law is similar to the advance notice bylaws adopted by many
other Canadian public companies.
More specifically, the Advance Notice By-law requires advance
notice to the Corporation in circumstances where nominations of
persons for election as a director of CP are made by shareholders
other than pursuant to (i) a shareholder proposal made in
accordance with the provisions of the Canada Business
Corporations Act (the "Act"); or (ii) or a requisition of the
shareholders made in accordance with the provisions of the Act.
In the case of an annual meeting of shareholders, notice to the
Corporation must be given not less than 30 days prior to the date
of the annual meeting; provided, however, that if the annual
meeting of shareholders is to be held on a date that is less than
50 days after the date on which the first public announcement of
the date of the annual meeting was made, notice may be given not
later than the close of business on the 10th day
following such announcement.
In the case of a special meeting (which is not also an annual
meeting) of shareholders called for the purpose of electing
directors (whether or not called for other purposes as well),
notice to the Corporation must be given not later than the close of
business on the 15th day following the day on which the
first public announcement of the date of the special meeting was
made.
The Advance Notice By-law is effective immediately. Shareholders
will be asked to ratify and confirm the Advance Notice By-Law at
the next meeting of shareholders as required by the Act. The full
text of the Advance Notice By-law has been filed under CP's profile
at www.sedar.com.
Note on forward-looking information
This news release contains certain forward-looking information
within the meaning of applicable securities laws relating, but not
limited to shareholder approval of the Advance Notice By-Law. This
forward-looking information also includes, but is not limited to,
statements concerning expectations, beliefs, plans, goals,
objectives, assumptions and statements about possible future
events, conditions, and results of operations or performance.
Forward-looking information may contain statements with words or
headings such as "financial expectations", "key assumptions",
"anticipate", "believe", "expect", "plan", "will", "outlook",
"should" or similar words suggesting future outcomes.
Undue reliance should not be placed on forward-looking
information as actual results may differ materially from the
forward-looking information. Forward-looking information is not a
guarantee of future performance. By its nature, CP's
forward-looking information involves numerous assumptions, inherent
risks and uncertainties that could cause actual results to differ
materially from the forward-looking information, including but not
limited to the following factors: changes in business strategies;
general North American and global economic, credit and business
conditions; risks in agricultural production such as weather
conditions and insect populations; the availability and price of
energy commodities; the effects of competition and pricing
pressures; industry capacity; shifts in market demand; changes in
commodity prices; uncertainty surrounding timing and volumes of
commodities being shipped via CP; inflation; changes in laws and
regulations, including regulation of rates; changes in taxes and
tax rates; potential increases in maintenance and operating costs;
uncertainties of investigations, proceedings or other types of
claims and litigation; labour disputes; risks and liabilities
arising from derailments; transportation of dangerous goods; timing
of completion of capital and maintenance projects; currency and
interest rate fluctuations; effects of changes in market conditions
and discount rates on the financial position of pension plans and
investments; and various events that could disrupt operations,
including severe weather, droughts, floods, avalanches and
earthquakes as well as security threats and governmental response
to them, and technological changes. The foregoing list of factors
is not exhaustive.
These and other factors are detailed from time to time in
reports filed by CP with securities regulators in Canada and the
United States. Reference should be made to "Management's
Discussion and Analysis" in CP's annual and interim reports, Annual
Information Form and Form 40-F. Readers are cautioned not to place
undue reliance on forward-looking information. Forward-looking
information is based on current expectations, estimates and
projections and it is possible that predictions, forecasts,
projections, and other forms of forward-looking information will
not be achieved by CP. Except as required by law, CP undertakes no
obligation to update publicly or otherwise revise any
forward-looking information, whether as a result of new
information, future events or otherwise.
About CP:
Canadian Pacific (TSX:CP)(NYSE:CP) is a transcontinental railway in
Canada and the United States with direct links to eight
major ports, including Vancouver
and Montreal, providing North
American customers a competitive rail service with access to key
markets in every corner of the globe. CP is growing with its
customers, offering a suite of freight transportation services,
logistics solutions and supply chain expertise. Visit www.cpr.ca to
see the rail advantages of CP.
SOURCE Canadian Pacific