ITEM 5.07. Submission of Matters to a Vote of Security Holders.




At the 2021 annual and special meeting of shareholders of Canadian Pacific
Railway Limited (the "Corporation") held on April 21, 2021 (the "2021
Shareholder Meeting"), the shareholders of the Corporation voted on (1) the
appointment of Deloitte LLP as the Corporation's auditor until the close of the
Corporation's next annual meeting of shareholders, (2) an advisory vote to
approve the compensation of the Corporation's named executive officers (a
"Say-on-Pay vote"), (3) the election of 11 directors nominated by the
Corporation's board of directors (the "Board") to hold office until the until
the close of the Corporation's next annual meeting of shareholders or until
their successors are elected or appointed, (4) a special resolution authorizing
an amendment to the Corporation's restated articles of incorporation to give
effect to a five-to-one share split of the Corporation's common shares, and
(5) an advisory vote accepting a shareholder proposal on climate change. The
proposals are further described in the Corporation's management proxy circular
filed with the U.S. Securities and Exchange Commission on Form 8-K on March 16,
2021 (the "Proxy Circular").

The tables below set forth the number of votes cast for, against, withheld/abstained, and the number of broker non-votes, for each matter voted upon by the Corporation's shareholders.



1) Appointment of Auditor. The shareholders voted to approve the appointment of
Deloitte LLP as the Corporation's auditor until the close of the Corporation's
next annual meeting of shareholders.



        For            Against   Withheld/Abstained   Broker Non-Votes
108,226,040 (99.74%)   0 (0%)     284,976 (0.26%)            5


2) Advisory Vote to Approve the Compensation of the Corporation's Named
Executive Officers. The shareholders voted for, on a non-binding advisory basis,
the approval of the compensation of the Corporation's named executive officers
as disclosed in the Compensation Discussion and Analysis section, executive
compensation tables and accompanying narrative discussions contained in the
Proxy Circular. Although this Say-on-Pay vote is an advisory vote and the
results are not binding upon the Board, the Board will take into account the
results of this vote, together with other shareholder feedback and best
practices in compensation and governance.



        For                 Against        Withheld/Abstained   Broker Non-Votes
102,334,477 (96.65%)   3,546,268 (3.35%)         0 (0%)            2,626,707

3) Election of Directors. The following directors were elected to hold office until the close of the next annual meeting of shareholders:





       Name                   For                Against        Withheld/Abstained   Broker Non-Votes
The Hon. John Baird   105,246,256 (99.40%)        0 (0%)         638,079 (0.60%)        2,626,700
Isabelle Courville    105,378,688 (99.52%)        0 (0%)         505,646 (0.48%)        2,626,701
Keith E. Creel        105,646,101 (99.78%)        0 (0%)         238,234 (0.22%)        2,626,700
Gillian H. Denham     101,244,278 (95.62%)        0 (0%)        4,640,057 (4.38%)       2,626,700
Edward R. Hamberger   105,717,313 (99.84%)        0 (0%)         167,022 (0.16%)        2,626,700
Rebecca MacDonald     104,382,138 (98.58%)        0 (0%)        1,502,197 (1.42%)       2,626,700
Edward L. Monser      105,674,900 (99.80%)        0 (0%)         209,435 (0.20%)        2,626,700
Matthew H. Paull      105,281,337 (99.43%)        0 (0%)         602,997 (0.57%)        2,626,701
Jane L. Peverett      104,588,568 (98.78%)        0 (0%)        1,295,767 (1.22%)       2,626,700
Andrea Robertson      105,658,210 (99.79%)        0 (0%)         226,125 (0.21%)        2,626,700
Gordon T. Trafton     105,691,207 (99.82%)        0 (0%)         193,127 (0.18%)        2,626,701

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4) Special Resolution Approving the Share Split. The shareholders voted to approve a special resolution authorizing an amendment to the Corporation's restated articles of incorporation to give effect to a five-to-one share split of the Corporation's common shares.





        For                 Against        Withheld/Abstained   Broker Non-Votes
107,425,834 (99.00%)   1,081,614 (1.00%)         0 (0%)                4

5) Acceptance of the Shareholder Proposal on Climate Change. The advisory vote accepting the shareholder proposal on climate change was approved.





        For                 Against         Withheld/Abstained   Broker Non-Votes
90,383,502 (85.36%)   15,497,248 (14.64%)         0 (0%)            2,626,702


ITEM 8.01. Other Events.


On April 20, 2021, the Corporation issued a press release announcing that the
Board declared a quarterly dividend of $0.95 per share on the Corporation's
outstanding common shares. The dividend is payable on July 26, 2021 to holders
of record at the close of business on June 25, 2021. A copy of this press
release is attached as Exhibit 99.1.

On April 21, 2021, the Corporation issued a press release announcing the results
of the 2021 Shareholder Meeting and director elections and providing additional
details regarding implementation of the five-to-one share split. A copy of this
press release is attached as Exhibit 99.2.

ITEM 9.01. Financial Statements and Exhibits.




(d) Exhibits



  Exhibit
    No.         Exhibit Description

Exhibit 99.1      Press Release dated April 20, 2021.

Exhibit 99.2      Press Release dated April 21, 2021.

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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