Recommends Shareholders Vote FOR CP Director Nominees on the
WHITE Universal Proxy
CALGARY, May 3, 2012 /PRNewswire/
- Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) today
responded to a recommendation issued by Institutional Shareholder
Services ("ISS") regarding the Company's annual meeting of
shareholders to be held on May 17,
2012.
CP commented:
"We strongly believe that ISS reached the wrong conclusion in
failing to recommend that shareholders vote in favour of all of
CP's highly-qualified and experienced directors. The
perfunctory analysis presented by ISS to justify its flawed
recommendation to vote for all seven Pershing Square nominees is
directly contradicted by the analysis of CP's efficiency presented
by Oliver Wyman, highly qualified,
independent railroad industry experts retained by CP's Board of
Directors. We strongly recommend that shareholders vote
FOR CP's director nominees by voting the WHITE
universal proxy today.
The CP Board has significant breadth and depth of expertise and
experience in both the railroad industry and other complementary
fields and is the right Board to drive shareholder value by guiding
the Company through the successful execution of the Multi-Year
Plan. The entire Board of CP is holding Fred Green and the CP management team fully
accountable for the success of this Plan.
CP's Board is unanimous in its belief that Pershing Square's
demand that it replace the Company's CEO with Hunter Harrison would delay and damage CP's
value-generating plan, and represents unwarranted risk to
shareholder value at a critical time.
Pershing Square's nominees have failed to provide any strategic
or operational plan that would lead to an improved operating ratio
("OR"), much less achieve the unprecedented and unrealistic rate of
OR reduction Pershing Square has promised to shareholders.
CP is at a critical juncture. We urge shareholders to
protect their investment and not risk CP's future by exposing CP to
the disruption that electing all seven of Pershing Square's
nominees would bring. Shareholders should vote FOR
CP's highly-qualified director nominees on the WHITE
universal proxy today."
CP recommends that shareholders use the WHITE universal
proxy to select the 16 best directors to comprise the new
Board. The 16 individuals with the most votes, out of the
total of 22 individuals put forward by CP and Pershing Square, will
comprise the Board elected at the annual meeting.
Shareholders who wish to vote for some, but not all seven, of the
Pershing Square nominees are encouraged to use the WHITE
universal proxy.
Shareholders are encouraged to visit www.CPonTrack.com to access
the Company's Management Proxy Circular and for more information
about CP, the CP management team and its value-generating
Multi-Year Plan.
If shareholders have any questions about the information
contained in this document or require assistance in completing the
WHITE universal proxy, please contact the proxy solicitation
agents:
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Georgeson |
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MacKenzie Partners, Inc. |
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TOLL FREE - 1-866-374-9187 or
International Toll Free Number
(outside Canada and
U.S.): 1-866-682-6148 |
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TOLL FREE 1-800-322-2885
or
(212) 929-5500 (Call Collect) |
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email: askus@georgeson.com |
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email: proxy@mackenziepartners.com |
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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 our operations, priorities and plans, anticipated
financial performance, business prospects, planned capital
expenditures, programs and strategies. 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 such
as "anticipate", "believe", "expect", "plan" 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; 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, including long-term floating rate
notes; 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 Canadian Pacific
Canadian Pacific (TSX:CP)(NYSE: CP) operates a North American
transcontinental railway providing freight transportation services,
logistics solutions and supply chain expertise. Incorporating
best-in-class technology and environmental practices, CP is
re-defining itself as a modern 21st century transportation company
built on safety, service reliability and operational efficiency.
Visit www.CPonTrack.com for a copy of CP's Management Proxy
Circular and to see how Canadian Pacific is further driving
shareholder value.
SOURCE Canadian Pacific