8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

March 20, 2024 (March 19, 2024)

Date of Report (Date of earliest event reported)

Canadian Pacific Kansas City Limited

(Exact name of registrant as specified in its charter)

Canada	001-01342	98-0355078
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7550 Ogden Dale Road S.E., Calgary, Alberta,

Canada, T2C 4X9

(Address of principal executive offices) (Zip Code)

(403) 319-7000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Canadian Pacific Kansas City Limited	CP	New York Stock Exchange
Common Shares, without par value, of Canadian Pacific Kansas City Limited	CP	Toronto Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	CP40	New York Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	BC87	London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective as of March 19, 2024 (the “Separation Date”), John Orr resigned from his position as Executive Vice-President and Chief Transformation Officer of Canadian Pacific Kansas City Limited (the “Corporation”) in order to commence employment with Norfolk Southern Corporation (“NS”).

In connection therewith, Mr. Orr and the Corporation entered into a separation letter, effective as of the Separation Date (the “Separation Letter”). Pursuant to the terms of the Separation Letter, the Corporation agreed to waive (i) Mr. Orr’s obligation to repay a prorated portion of the relocation costs previously incurred by the Corporation in connection with Mr. Orr’s commencement of employment and (ii) enforcement of the non-competition provisions that Mr. Orr is currently subject to, solely with respect to his employment with NS.

The foregoing description of the Separation Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Letter, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

In addition, NS and the Corporation entered into a letter agreement, dated as of March 19, 2024 (the “Letter Agreement”). As consideration for the Corporation waiving Mr. Orr’s non-competition agreement with respect to his employment with NS, the Letter Agreement provides for (i) cash consideration in the amount of $25 million from NS to the Corporation, (ii) an agreement not to solicit five employees of the Corporation for a period of two years and not to hire three employees of the Corporation for a period of 18 months, so as to facilitate the Corporation’s continued ability to receive the services of this small group of employees who have worked closely with Mr. Orr and are integral to carrying forward the work that Mr. Orr has undertaken at the Corporation, and (iii) certain pro-competitive commercial and operational agreements that will provide greater certainty about the Corporation’s ability to move certain traffic between Dallas and other points and CSXT-served territory via the Meridian Speedway and the future connection (subject to STB approval) with CSXT at Myrtlewood, AL.

ITEM 8.01. Other Events.

On March 20, 2024, the Corporation issued a press release announcing the departure of Executive Vice-President and Chief Transformation Officer John Orr. 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 10.1	Separation Letter, effective as of March 19, 2024, between Canadian Pacific Kansas City Limited and John Orr.
Exhibit 99.1	Press Release, dated March 20, 2024
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 20, 2024
	CANADIAN PACIFIC KANSAS CITY LIMITED
	By:	/s/ Nizam Hasham
		Name:	Nizam Hasham
		Title:	Assistant Vice-President, Securities & Assistant Corporate Secretary

EX-10.1

Exhibit 10.1

EXECUTION VERSION

John Orr

Kansas City

Dear John:

This letter agreement (this “Agreement”) memorializes the terms we have agreed regarding your resignation of employment with Soo Line Railroad Company, a subsidiary of Canadian Pacific Kansas City Limited (together with its subsidiaries, the “Company”), effective March 19, 2024 (the “Separation Date”).

1. Unpaid Salary, Accrued Vacation, and Expenses

On or prior to the first regular payroll date of the Company following the Separation Date, the Company will pay you a lump sum amount equal to (i) any accrued but unpaid base salary, (ii) any unpaid or unreimbursed business expenses, (iii) any accrued but unused vacation, and (iv) any other amounts owing, but still unpaid, to you up to the Separation Date (the “Accrued Obligations”).

2. Relocation Repayment

The Company hereby waives your obligation to repay a prorated portion of the relocation costs incurred by the Company in connection with your commencement of employment with the Company, as set forth in the terms of Appendix I to the employment letter, dated as of March 23, 2023, between you and the Company.

3. Forfeiture of Equity Awards

Your outstanding, unvested Company equity awards will be forfeited on the Separation Date, in accordance with their terms.

4. Limited Waiver of Non-Competition Provisions

The Company hereby agrees to waive the enforcement of the non-competition provisions set forth in (i) Section 7(b)(i) of the Amended and Restated Severance Agreement, dated as of September 15, 2021, between you and Kansas City Southern Railway Company (the “Severance Agreement”), (ii) Section 3(b) of the Non-Competition and Non-Solicitation Agreements, dated as of April 28, 2023, between you and the Company (the “April 2023 Non-Competition Agreements”), and (iii) Section 3(b) of the Non-Competition and Non-Solicitation Agreement, dated as of May 17, 2023, between you and the Company (together with the April 2023 Non-Competition Agreements, the “Non-Competition Agreements”), and any other non-competition provision relating to the Company to which you would otherwise be subject, each solely with respect to your future employment with Norfolk Southern Corporation (the “Non-Competition Waiver”).

The Non-Competition Waiver is conditioned on and subject to:

(A) Your execution of the general release and waiver of claims attached hereto as Appendix A (the “Release”) within twenty-one (21) days after the Separation Date and non-revocation of the Release within fifteen (15) days thereafter;

(B) Your compliance with all other terms and conditions of this Agreement and any other agreement between you and the Company, including, without limitation, the non-solicitation provisions set forth in (i) Section 7(b)(ii) of the Severance Agreement and (ii) Section 3(c) of the Non-Competition Agreements and herein; and

(C) Norfolk Southern Corporation’s execution of the agreement attached hereto as Appendix B.

5. Non-Solicitation Provisions

You continue to remain subject to the non-solicitation provisions set forth in (i) Section 7(b)(ii) of the Severance Agreement and (ii) Section 3(c) of the Non-Competition Agreements.

Further, you agree that during the two (2) years following the Separation Date, you may not (i) encourage, induce, or solicit any employee of the Company to leave the employ of the Company or (ii) assist any other person to encourage, induce, or solicit any employee of the Company to leave the employ of the Company.

6. Additional Restrictive Covenants

You hereby reaffirm your ongoing obligations under Severance Agreement, the Non-Competition Agreements and any other agreements with the Company, in accordance with their terms, except as explicitly amended herein.

Notwithstanding the confidentiality provisions set forth in (i) Section 7(a) of the Severance Agreement and (ii) Section 4(d) of the Non-Competition Agreements, nothing shall limit your rights under applicable law to initiate communications directly with, provide information to, respond to any inquiries from, or report possible violations of law or regulation to any governmental entity or self-regulatory authority, or to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority, and you do not need the Company’s permission to do so. In addition, it is understood that you are not required to notify the Company of a request for information from any governmental entity or self-regulatory authority or of your decision to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority. Notwithstanding the foregoing, you recognize that, in connection with the provision of information to any governmental entity or self-regulatory authority, you must inform such governmental entity or self-regulatory authority that the information you are providing is confidential. Despite the foregoing, you are not permitted to reveal to any third party, including any governmental entity or self-regulatory authority, information you came to learn during your service to the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.

7. Return of Confidential Information

You hereby agree that, promptly following the Separation Date, you will deliver to the Company all documents, media and other items in your possession containing confidential information of the Company or any subsidiary, including all complete or partial copies, recordings, abstracts, notes or reproductions of any kind made from or about such documents, media, or items or information contained therein.

8. Governing Law

This Agreement shall be construed according to the laws of the State of Minnesota.

9. Remedies

In addition to any remedies that may be available at law or in equity as a result of a breach of this Agreement, in the event of a breach, deemed breach, or threatened breach by you of any of the provisions herein, the Company shall have the right to seek monetary damages and equitable relief, including, without limitation, specific performance by means of an injunction against you to prevent or restrain any such breach.

10. Amendments and Waivers

No amendments to this Agreement shall be valid or binding unless in writing and duly executed by both parties. No waiver of any breach of any term or provision of this Agreement shall be binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

11. Severability

If any provision of this Agreement or its application in a circumstance is restricted, prohibited or unenforceable, the provision shall be ineffective only to the extent of the restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting its application to other circumstances.

12. Counterparts; Attorneys Fees

This Agreement may be executed in counterparts and delivered by means of facsimile, portable document format (PDF) or electronic signature, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. The Company will pay directly to your counsel the attorney’s fees incurred in connection with the review, legal analysis, drafting and negotiation of this Agreement in the fixed amount of $15,000 promptly following the date of this Agreement.

[SIGNATURE PAGE FOLLOWS]

Please confirm your acceptance of the foregoing by signing below.

Sincerely,

/s/ Maeghan Albiston

Maeghan Albiston

Vice-President and Chief Human Resources Officer

I agree with and accept the foregoing terms.

/s/ John Orr

John Orr

Appendix A

RELEASE

EX-99.1

Exhibit 99.1

Release:  March 20, 2024

CPKC announces departure of Executive Vice President and Chief Transformation Officer

Calgary – Today, Canadian Pacific Kansas City (TSX: CP) (NYSE: CP) (CPKC) announced the departure of John Orr, Executive Vice President and Chief Transformation Officer. Mr. Orr will be joining Norfolk Southern as their Chief Operating Officer.

“On behalf of the Board of Directors and the CPKC family I would like to thank John for his contributions and impactful leadership,” said CPKC President and Chief Executive Officer Keith Creel. “I have had the pleasure to serve and lead with John directly or indirectly for over the last two decades. His strong operating acumen and leadership capabilities has enabled him to build a strong team currently leading our CPKC Mexico Operations. As a result, the team is ready to take the reins and continue to build on the operational momentum generated since this historic combination took place last April. As leaders we are charged to leave our organizations better - John has undoubtedly impacted Kansas City Southern (KCS) and CPKC in a positive way, for which we are grateful.”

In exchange for certain considerations, CPKC has agreed to a waiver of Mr. Orr’s non-competition agreement to allow him to work for Norfolk Southern.

CPKC and Norfolk Southern have entered into an agreement in connection with the waiver of Mr. Orr’s non-competition agreement, which includes a one-time waiver fee of US$25 million plus certain operational and commercial considerations related to the Meridian Speedway and the Meridian Terminal which will expand competition and unlock additional value related to CPKC’s proposed Meridian & Bigbee Railroad (MNBR) acquisition. Norfolk Southern has also agreed to temporally limited no-hire and non-solicitation restrictions for a short list of employees of CPKC. Mr. Orr will remain subject to his non-solicitation restrictions.

Mr. Orr was appointed Executive Vice President and Chief Transformation Officer of CPKC on April 14, 2023. Prior to this role, he served as Executive Vice President Operations for Kansas City Southern from 2021 through 2023. The role of Chief Transformation Officer will not be replaced and Mr. Orr’s portfolio will be integrated into CPKC’s existing operational structure.

Forward looking information

This news release contains certain forward-looking information relating, but not limited to, anticipated benefits of the agreement with Norfolk Southern and operational and commercial considerations related to the Meridian Speedway and Meridian Terminal and the proposed MNBR acquisition.

The forward-looking information that may be in this news release is based on current expectations, estimates, projections and assumptions, having regard to CPKC’s experience and its perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: changes in business strategies, North American and global economic growth and conditions; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; geopolitical conditions, applicable laws, regulations and government policies; the availability and cost of labour, services and infrastructure; the satisfaction by third parties of their obligations to CPKC; and carbon markets, evolving sustainability strategies, and scientific or technological developments. Although CPKC believes the expectations, estimates, projections and assumptions reflected in the forward-looking information presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.

Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by forward-looking information. By its nature, CPKC’s forward-looking information involves 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 and strategic opportunities; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in Canada, the U.S. and Mexico; North American and global economic growth and conditions; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped via CPKC; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption in fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labour disputes; changes in labour costs and labour difficulties; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; sufficiency of budgeted capital expenditures in carrying out business plans; services and infrastructure; the satisfaction by third parties of their obligations; currency and interest rate fluctuations; exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; the effects of current and future multinational trade agreements on the level of trade among Canada, the U.S. and Mexico; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; the adverse impact of any termination or revocation by the Mexican government of Kansas City Southern de México, S.A. de C.V.’s Concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war or other acts of violence or crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions, including the availability of short and long-term financing; the demand environment for logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains; the realization of anticipated benefits and synergies of the CP-KCS transaction and the timing thereof; the satisfaction of the conditions imposed by the U.S. Surface Transportation Board in its March 15, 2023 final decision; the success of integration plans for KCS; other disruptions arising from the CP-KCS integration; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favourable terms or at all; cost of debt and equity capital; improvement in data collection and measuring systems; industry-driven changes to methodologies; and the ability of the management of CPKC to execute key priorities, including those in connection with the CP-KCS transaction. The foregoing list of factors is not exhaustive. These and other factors are detailed from time to time in reports filed by CPKC with securities regulators in Canada and the United States.

Page 2

Reference should be made to “Item 1A - Risk Factors” and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” in CPKC’s annual and interim reports on Form 10-K and 10-Q.

Any forward-looking information contained in this news release is made as of the date hereof. Except as required by law, CPKC undertakes no obligation to update publicly or otherwise revise any forward-looking information, or the foregoing assumptions and risks affecting such forward-looking information, whether as a result of new information, future events or otherwise.

About CPKC

With its global headquarters in Calgary, Alta., Canada, CPKC is the first and only single-line transnational railway linking Canada, the United States and México, with unrivaled access to major ports from Vancouver to Atlantic Canada to the Gulf of México to Lázaro Cárdenas, México. Stretching approximately 20,000 route miles and employing 20,000 railroaders, CPKC provides North American customers unparalleled rail service and network reach to key markets across the continent. CPKC is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpkcr.com to learn more about the rail advantages of CPKC. CP-IR

Contacts:

Media

mediarelations@cpkcr.com

Investment Community

Chris De Bruyn

403-319-3591

investor@cpkcr.com

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XML

Document and Entity Information	Mar. 19, 2024
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 19, 2024
Entity Registrant Name	CANADIAN PACIFIC KANSAS CITY LTD/CN
Entity Incorporation State Country Code	Z4
Entity File Number	001-01342
Entity Tax Identification Number	98-0355078
Entity Address Address Line 1	7550 Ogden Dale Road S.E.
Entity Address City Or Town	Calgary
Entity Address State Or Province	AB
Entity Address Country	CA
Entity Address Postal Zip Code	T2C 4X9
City Area Code	403
Local Phone Number	319-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000016875
Amendment Flag	false
Common Class A [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Shares, without par value, of Canadian Pacific Kansas City Limited
Trading Symbol	CP
Security Exchange Name	NYSE
Perpetual 4 Consolidated Debenture Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company
Trading Symbol	CP40
Security Exchange Name	NYSE