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Shopify Announces Results of its 2024 Annual Meeting of Shareholders

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Shopify announced the results of its 2024 Annual Meeting of Shareholders held on June 4, 2024. All director nominees were elected, with Tobias Lütke receiving the highest majority at 98.10%. Other notable approvals included PricewaterhouseCoopers LLP as auditors, amendments to the Long Term Incentive Plan, and the advisory resolution on executive compensation. Shareholders showed substantial support for these measures, although the approval rates for unallocated options and the Incentive Plan were lower than for other proposals.

Positive
  • All director nominees were successfully elected, ensuring stable governance.
  • PricewaterhouseCoopers LLP was reappointed as auditors with 99.52% approval, indicating strong confidence in financial oversight.
  • The Third Amended and Restated Long Term Incentive Plan was approved, facilitating future stock option allocations.
  • The advisory resolution on executive compensation was approved by 69.18%, indicating shareholder support for management's pay structure.
Negative
  • Approval for unallocated options under the Stock Option Plan had a relatively lower approval rate of 63.07%, showing some shareholder dissent.
  • The Third Amended and Restated Long Term Incentive Plan had a lower approval rate of 64.97%, indicating mixed shareholder sentiment.

Internet, Everywhere--(Newsfile Corp. - June 5, 2024) - Shopify Inc. (NYSE, TSX: SHOP), a provider of essential internet infrastructure for commerce, announced today the results of its annual meeting of shareholders (the "Meeting") held on June 4, 2024. All director nominees were elected to the Board of Directors and PricewaterhouseCoopers LLP were appointed as the Company's auditors. Shareholders approved the third amendment and restatement of the Company's Long Term Incentive Plan and approved all unallocated awards under the Company's Long Term Incentive Plan and Stock Option Plan, as amended. In addition, shareholders approved the advisory resolution on the Company's approach to executive compensation, as further described in the Company's management information circular dated April 19, 2024.

The detailed results of the Meeting were as follows:

  1. Election of Directors

The nine (9) 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:

DirectorVotes
for
% of
Votes for
Votes
Against
% of
Votes Against
Tobias Lütke1,612,519,33498.10%31,288,2251.90%
Robert Ashe1,462,767,03088.99%181,041,89411.01%
Gail Goodman1,254,798,63976.33%389,010,28523.67%
Colleen Johnston1,589,328,00096.69%54,480,9253.31%
Jeremy Levine1,584,189,63196.37%59,619,2743.63%
Prashanth Mahendra-Rajah1,605,261,51597.66%38,547,1802.34%
Lulu Cheng Meservey1,643,010,72199.95%797,4940.05%
Toby Shannan1,637,461,34899.61%6,347,3900.39%
Fidji Simo1,525,960,56092.83%117,846,8757.17%

 

  1. Appointment of Auditor

PricewaterhouseCoopers LLP were 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
1,727,067,99099.52%8,275,4120.48%

 

  1. Approval of Unallocated Options Under the Stock Option Plan

The unallocated options under the Company's Stock Option Plan, as amended, were 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
Withheld
% of
Votes Withheld
1,036,684,88863.07%607,124,03736.93%

 

  1. Approval of Amended and Restated Long Term Incentive Plan

The Company's Third Amended and Restated Long Term Incentive Plan and the unallocated awards under such Long Term Incentive Plan, as amended, were 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
Withheld
% of
Votes Withheld
1,068,039,34464.97%575,765,11735.03%

 

  1. 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
1,137,203,75669.18%506,605,10430.82%

 

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:
Carrie Gillard
Director, Investor Relations
IR@shopify.com

MEDIA:
Alex Lyons
External Communications
press@shopify.com

SOURCE: Shopify

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/211702

FAQ

What were the results of Shopify's 2024 Annual Meeting of Shareholders?

All director nominees were elected, PricewaterhouseCoopers LLP was reappointed as auditors, and amendments to the Long Term Incentive Plan were approved.

Who received the highest approval rate among Shopify's board nominees in 2024?

Tobias Lütke received the highest approval rate with 98.10% of votes.

Were the amendments to Shopify's Long Term Incentive Plan approved in 2024?

Yes, the Third Amended and Restated Long Term Incentive Plan was approved by 64.97% of votes.

Who was reappointed as Shopify's auditors in 2024?

PricewaterhouseCoopers LLP was reappointed as auditors with 99.52% of the votes.

What percentage of votes approved Shopify's executive compensation approach in 2024?

The advisory resolution on executive compensation was approved by 69.18% of votes.

Shopify Inc.

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