Canadian Pacific Kansas City AGM: Shareholders Back Buyback, Dividends, and Key Advisory Votes

Key Points

• Shareholders overwhelmingly approved the meeting items — including auditor Ernst & Young, advisory Say on Pay (87.48%) and Say on Climate (88.72%) votes, and the election of 14 directors (each with at least 95.84%) — as the board announced a new share buyback program and an increased dividend program to bolster shareholder returns.
• CEO Keith Creel highlighted operational growth across CPKC’s three‑nation network — notably more than doubling capacity at the Laredo bridge, expansion of Mexico‑U.S. services (Mexico Midwest Express and planned CSX link), new cold‑storage partnerships, plus sustainability investments like 100 new Tier 4 locomotives and a hydrogen program — while the railroad reported industry‑leading safety metrics.

Canadian Pacific Kansas City NYSE: CP held its 2026 annual meeting of shareholders via live webcast, with Chair of the Board Isabelle Courville noting the virtual format allowed shareholders to vote and submit questions as they would at an in-person meeting.

At the outset, Cassandra Quach, vice president, chief legal officer, and corporate secretary, delivered an Indigenous land acknowledgment and reminded participants that the presentation and Q&A could include forward-looking statements, directing shareholders to the company’s annual report on Form 10-K and other regulatory filings for additional information.

Board highlights 2025 performance and governance updates

Courville reflected on 2025 results, saying that despite “trade and economic instability,” CPKC’s employees “delivered again for our customers and the supply chain that depends on the service we provide.” She said the company produced “robust earnings growth,” strengthened its balance sheet, and increased its dividend program. Courville also said CPKC launched “a new share buyback program,” describing it as part of the company’s “commitment to shareholder returns.”

Courville highlighted community initiatives, including the CPKC Women’s Open in Mississauga, Ontario, which she said raised a record CAD 4.5 million for heart health, and the CPKC Holiday Train, which she said raised more than 2,175,000 pounds of food for local food banks across Canada and the U.S.

On sustainability, Courville pointed to “new fuel-efficient Tier 4 diesel-electric locomotives” and progress on CPKC’s “pioneer hydrogen locomotive program,” which she said demonstrates “a potential pathway towards a low-carbon future for the freight rail sector.”

She also described shareholder engagement topics in 2025, including updates on climate strategy, executive compensation, talent retention, succession planning, and “broader industry considerations,” such as “potential further consolidation and evolving trade policy dynamics.” Based on shareholder input, Courville said the board decided to move the company’s advisory “Say on Climate” vote from an annual vote to once every three years, while maintaining annual disclosure and ongoing shareholder engagement.

Courville also noted board succession and composition updates, including Gordon Trafton’s appointment as vice chair, Marc Parent joining the board in January, and Katharine Stevenson being nominated for election at the meeting. Courville said the board continued to monitor integration progress tied to the “third anniversary of the historic CPKC combination,” including compliance with Surface Transportation Board conditions related to targeted revenue and expense synergies.

Shareholders approve auditor, advisory votes, and directors

Shareholders voted on four items: the appointment of auditor Ernst & Young LLP, an advisory “Say on Pay” vote, an advisory “Say on Climate” vote, and the election of 14 directors. The board recommended votes “for items 1 through 4,” according to meeting remarks.

Quach reported preliminary voting results based on proxies received prior to the meeting:

• Auditor appointment: Ernst & Young LLP approved with 99.88% of votes in favor.
• Say on Pay: Approved with 87.48% of votes cast in favor.
• Say on Climate: Approved with 88.72% of votes cast in favor.
• Director elections: Each of the 14 nominees elected with at least 95.84% of votes in favor.

Courville said the company would report detailed final voting results, including votes submitted during the meeting, after tabulation was completed. She then declared the items passed and announced the elected directors: the Honorable John Baird, Isabelle Courville, Keith Creel, Ambassador Antonio Garza, Arturo Gutiérrez Hernández, the Honorable Edward R. Hamberger, Janet Kennedy, Henry Maier, Marc Parent, Matthew Paull, Jane Peverett, Andrea Robertson, Katharine Stevenson, and Gordon Trafton.

CEO points to growth initiatives, safety, and network investment

Following the formal meeting, President and CEO Keith Creel delivered remarks emphasizing what he described as “best-in-class earnings and volume growth” in 2025. Creel credited the company’s “20,000 railroaders” and said the results demonstrated the advantages of CPKC’s three-nation network, particularly amid economic challenges and uncertain trade policies.

Creel highlighted the dedication of the Patrick J. Ottensmeyer International Railway Bridge and said the additional bridge span “more than doubled our capacity to move freight through the border at Laredo, Texas.” He characterized Laredo as “the most secure and efficient railway trade corridor door between the U.S. and Mexico.”

Creel also cited service growth initiatives, including Mexico Midwest Express, which he said had continued to grow by providing “truck competitive rail service between central Mexico and Chicago” and “taking more trucks off the road.” He said CPKC planned to build on that through a “new with CSX” Class I connection and a Southwest Mexico Express service connecting Mexico with Dallas, Atlanta, and other southeastern U.S. markets.

In cold chain logistics, Creel said CPKC celebrated with Americold as it opened its first co-located cold storage facility in Kansas City and said the companies announced a new cold storage facility at Port Saint John, which he said is opening “this summer.”

Creel also described a September event in which Canada’s Prime Minister, Mark Carney, visited a grain terminal in Mexico as a CPKC unit train carrying Western Canadian spring wheat arrived after traveling 5,140 kilometers. Creel said the moment helped demonstrate how CPKC connects the continent and creates “new supply chain possibilities.”

On sustainability investments, Creel said CPKC upgraded its fleet with 100 new Tier 4 locomotives in 2025 and planned to add another 100 in 2026. He said the company continues investing in “alternative fuels such as hydrogen and biofuels” while focusing on efficiency and emissions reductions.

On safety, Creel said CPKC, for the third consecutive year, led the industry with the lowest Federal Railroad Administration reportable train accident frequency among Class I railroads, building on Canadian Pacific’s legacy of 17 consecutive years of industry leadership. He said the company’s “Home Safe” program has been embraced across the network.

No shareholder questions submitted

The company’s operator stated that no questions were submitted for the Q&A session following Creel’s remarks. Courville closed the meeting by thanking attendees and saying the company looks forward to meeting again next year.

About Canadian Pacific Kansas City NYSE: CP

Canadian Pacific Kansas City (CPKC) is a North American Class I freight railroad formed through the combination of Canadian Pacific Railway and Kansas City Southern. The merged company operates an integrated rail network that spans Canada, the United States and Mexico, providing a single-line rail connection across all three countries. This transborder footprint is intended to streamline cross-border freight flows and provide shippers with direct rail access from Canadian and U.S. production centers to Mexican markets and ports.

CPKC's core business is freight transportation and related logistics services.

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