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CURRENT REPORT

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(Exact name of registrant as specified in its charter)
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Registrant’s Telephone Number, Including Area Code: (613) 241-2828 x 1045

 

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

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.  ☐

At the 2025 Annual General Meeting of shareholders of Shopify Inc. (the "Company"), held on June 17, 2025, the holders of the Company's Class A subordinate voting shares, Class B multiple voting shares, and the founder share voted on: (1) 10 director nominees to be elected to the Board of Directors (the "Board") to serve until the close of the Company's next annual meeting of shareholders or until their respective successors have been appointed; (2) the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company's next annual meeting of shareholders at such remuneration to be fixed by the Board; and (3) a non-binding advisory vote on the Company's approach to executive compensation (a "Say on Pay vote"). The items of business are further described in the Company's management information circular (the "Circular") filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 29, 2025.

The tables below set forth the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, for each matter voted on by the Company's shareholders.

1.Election of Directors

Each of the 10 nominees listed below were elected as a Director of the Company to hold office until the Company's next annual meeting of shareholders or until their successor is duly appointed.

The shareholders approved the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company's next annual meeting of shareholders at such remuneration to be fixed by the Board.

There were no abstentions and no broker non-votes on this proposal.

The shareholders accepted, on a non-binding advisory basis, the Company's approach to executive compensation, as disclosed in the Circular.

There were no abstentions on this proposal.

On June 18, 2025, the Company issued a press release announcing the voting results of the 2025 Annual General Meeting of shareholders held virtually on June 17, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

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.