DEFR14A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
 
 
 
Filed by the Registrant ý
 
Filed by a Party other than the Registrant 
o
Check the appropriate box:
 
o
 
 
Preliminary Proxy Statement
 
o
 
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
ý
 
 
Definitive Proxy Statement
 
o
 
 
Definitive Additional Materials
 
o
 
 
Soliciting Material under §240.14a-12
 


Doc#: US1:10512324v1

2

 
 
 
 
 
Canadian Pacific Railway Limited

(Name of Registrant as Specified In Its Charter)
 
N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
ý
 
 
No fee required.
 
o
 
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
(1)
 
 
Title of each class of securities to which transaction applies:
        
 
 
 
(2)
 
Aggregate number of securities to which transaction applies:
        
 
 
 
(3)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
 
 
(4)
 
Proposed maximum aggregate value of transaction:
        
 
 
 
(5)
 
Total fee paid:
        
 
 
o
 
 
Fee paid previously with preliminary materials.
 
o
 
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
(1)
 
 
Amount Previously Paid:
        
 
 
 
(2)
 
Form, Schedule or Registration Statement No.:
        
 
 
 
(3)
 
Filing Party:
        
 
 
 
(4)
 
Date Filed:
        
 
 



3


EXPLANATORY NOTE
Canadian Pacific Railway Limited (the “Company”) is filing this amendment to its definitive proxy statement to correct a typographical error included in its form proxy card. No other changes have been made to the previously filed definitive proxy statement, which was filed with the Securities and Exchange Commission on February 29, 2016.

The error is included in the sentence of the form proxy card which previously read “This form of proxy (the “Proxy”) is solicited by and on behalf of Management of Canadian Pacific and will be used at the Annual Meeting of Shareholders to be held on Wednesday, April 20, 2016 at 9:00 a.m. (Mountain Daylight time) and any adjournment or postponement thereof (the “Meeting”)”. The correct time of the Annual Meeting of Shareholders is 1:00 p.m. (Eastern Daylight time) and is stated in the corrected version of the form proxy card below.



4





5