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6-K 1 form6k-2023agmresults.htm 6-K Document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934


For the month of
June
 2023

Commission File Number
001-37400

 Shopify Inc.
(Translation of registrant’s name into English)

151 O'Connor Street, Ground Floor
Ottawa, Ontario, Canada K2P 2L8
(Address of principal executive offices)
    Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F
Form 40-F
x
    Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):          

    Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):           





















DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit


99.1    Shopify Announces Results of its 2023 Annual Meeting of Shareholders

99.2    Report of Voting Results


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, thereunto duly authorized.


Shopify Inc.
(Registrant)
Date: June 27, 2023 By: /s/ Jessica Hertz
Name: Jessica Hertz
Title: General Counsel

EX-99.1 2 exhibit991-resultspr.htm EX-99.1 Document
Exhibit 99.1
image_0a.jpg
Shopify Announces Results of its 2023 Annual Meeting of Shareholders
Internet, Everywhere – June 27, 2023 - Shopify Inc. (NYSE, TSX: SHOP), a provider of essential internet infrastructure for commerce, today announced the results of its annual meeting of shareholders (the “Meeting”) held on June 27, 2023. All director nominees were elected to the Board of Directors and PricewaterhouseCoopers LLP was appointed as auditors. Shareholders also approved the advisory resolution on the Company’s approach to executive compensation, as further described in the Company’s management information circular dated May 12, 2023.
The detailed results of the Meeting were as follows:
1.Election of Directors
The eight (8) nominees for director that were proposed by management of the Company were elected by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The votes cast for each nominee were as follows:
Director
Votes
for
% of
Votes for
Votes
Against
% of
Votes Against
Tobias Lütke
1,568,508,234
98.28%
27,504,887
1.72%
Robert Ashe
1,325,747,830
83.07%
270,265,291
16.93%
Gail Goodman
1,475,541,861
92.45%
120,471,260
7.55%
Colleen Johnston
1,455,522,600
91.20%
140,490,521
8.80%
Jeremy Levine
1,453,651,526
91.08%
142,361,595
8.92%
Toby Shannan
1,585,387,850
99.33%
10,625,271
0.67%
Fidji Simo
1,542,193,524
96.63%
53,819,598
3.37%
Bret Taylor
1,593,954,754
99.87%
2,058,368
0.13%

2.Appointment of Auditor
PricewaterhouseCoopers LLP was appointed as the Company's auditors by a majority of the votes cast by shareholders present or represented by proxy at the Meeting, and the directors were authorized to fix the auditors' compensation. The votes were cast as follows:

Votes
for
% of
Votes for
Votes
Withheld
% of
Votes Withheld
1,690,442,879
99.59%
7,034,489
0.41%



3.Advisory Vote on Executive Compensation
The advisory resolution on the Company's approach to executive compensation was approved by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The votes were cast as follows:

Votes
for
% of
Votes for
Votes
Against
% of
Votes Against
1,236,067,123
77.45%
359,945,998
22.55%

Following the Meeting, the Board of Directors selected Tobias Lütke to continue to serve as Chair of the Board of Directors, and Robert Ashe to continue to serve as Lead Independent Director.

About Shopify
Shopify is the leading global commerce company that provides essential internet infrastructure for commerce, offering trusted tools to start, scale, market, and run a retail business of any size. Shopify makes commerce better for everyone with a platform and services that are engineered for speed, customization, reliability, and security, while delivering a better shopping experience for consumers online, in store and everywhere in between. Shopify powers millions of businesses in more than 175 countries and is trusted by brands such as Mattel, Gymshark, Heinz, FTD, Netflix, Kylie Cosmetics, SKIMS, Supreme, and many more. For more information, visit www.shopify.com.

CONTACT:
INVESTORS: MEDIA:
Carrie Gillard Alex Lyons
Director, Investor Relations External Communications
IR@shopify.com press@shopify.com
SOURCE: Shopify


EX-99.2 3 exhibit992-votingresults.htm EX-99.2 Document
Exhibit 99.2
SHOPIFY INC.
Annual Meeting of Shareholders

Report of Voting Results

Following the annual meeting of shareholders of Shopify Inc. (the "Company") held on June 27, 2023 (the "Meeting"), in accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting:

1.Election of Directors

The eight (8) nominees for director that were proposed by management of the Company were elected by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The votes cast for each nominee were as follows:

Director
Votes
for
% of
Votes for
Votes
Against
% of
Votes Against
Tobias Lütke
1,568,508,234
98.28%
27,504,887
1.72%
Robert Ashe
1,325,747,830
83.07%
270,265,291
16.93%
Gail Goodman
1,475,541,861
92.45%
120,471,260
7.55%
Colleen Johnston
1,455,522,600
91.20%
140,490,521
8.80%
Jeremy Levine
1,453,651,526
91.08%
142,361,595
8.92%
Toby Shannan
1,585,387,850
99.33%
10,625,271
0.67%
Fidji Simo
1,542,193,524
96.63%
53,819,598
3.37%
Bret Taylor
1,593,954,754
99.87%
2,058,368
0.13%

2.Appointment of Auditor

PricewaterhouseCoopers LLP was appointed as the Company's auditors by a majority of the votes cast by shareholders present or represented by proxy at the Meeting, and the directors were authorized to fix the auditors' compensation. The votes were cast as follows:

Votes
for
% of
Votes for
Votes
Withheld
% of
Votes Withheld
1,690,442,879
99.59%
7,034,489
0.41%

3.Advisory Vote on Executive Compensation

The advisory resolution on the Company's approach to executive compensation was approved by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The votes were cast as follows:

Votes
for
% of
Votes for
Votes
Against
% of
Votes Against
1,236,067,123
77.45%
359,945,998
22.55%

Dated this 27th day of June, 2023.

SHOPIFY INC.

/s/ Jessica Hertz

Per:     Jessica Hertz
    General Counsel