6-K - SHOP - Equibles

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	May	2021
Commission File Number	001-37400
Shopify Inc.
(Translation of registrant’s name into English)
151 O'Connor Street, Ground Floor<br><br>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 2021 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:	May 26, 2021	By:	/s/ Joseph A. Frasca
			Name: Joseph A. Frasca<br>Title: Chief Legal Officer and Corporate Secretary

Document

Exhibit 99.1

Shopify Announces Results of its 2021 Annual Meeting of Shareholders

Internet, Everywhere – May 26, 2021 - Shopify Inc. (NYSE:SHOP)(TSX:SHOP), a leading global commerce company, today announced the results from its Annual Meeting of Shareholders (the “Meeting”) which took place today. All director nominees were re-elected to the Board of Directors and PricewaterhouseCoopers LLP was appointed as auditors. Shareholders approved the second amendment and restatement of each of the Company’s Stock Option Plan and the Company’s Long Term Option Plan and approved all unallocated options under the Stock Option Plan, as amended, and all unallocated awards under the Long Term Option Plan, as amended, all as further described in the Company’s management information circular dated April 22, 2021 (the “Circular”). Shareholders approved the advisory resolution on the approach to executive compensation disclosed in the Circular.

The detailed results of the Meeting were as follows:

Election of Directors

The six (6) nominees for Director that were proposed by management of the Company were elected pursuant to a vote conducted by ballot. The votes were cast for each nominee as follows:

Director	Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Withheld	% of<br><br>Votes Withheld
Tobias Lütke	185,422,777	99.16%	1,572,000	0.84%
Robert Ashe	184,402,284	98.61%	2,592,493	1.39%
Gail Goodman	186,367,943	99.66%	626,834	0.34%
Colleen Johnston	185,788,556	99.35%	1,206,221	0.65%
Jeremy Levine	185,678,248	99.30%	1,316,529	0.70%
John Phillips	179,238,787	95.85%	7,755,990	4.15%

Appointment of Auditor

PricewaterhouseCoopers LLP were appointed as the Company’s auditors and the directors were authorized to fix the auditor’s compensation pursuant to a vote conducted by ballot. The votes were cast as follows:

Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Withheld	% of<br><br>Votes Withheld
191,064,471	99.89%	209,555	0.11%

Approval of Amended and Restated Stock Option Plan

The Company’s Second Amended and Restated Stock Option Plan and all unallocated options under such Stock Option Plan, as amended, were approved pursuant to a vote conducted by ballot. The votes were cast as follows:

Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Against	% of<br><br>Votes Against
144,288,559	77.16%	42,706,218	22.84%

Approval of Amended and Restated Long Term Incentive Plan

The Company’s Second Amended and Restated Long Term Incentive Plan and all unallocated awards under such Long Term Incentive Plan, as amended, were approved pursuant to a vote conducted by ballot. The votes were cast as follows:

Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Against	% of<br><br>Votes Against
149,106,783	79.74%	37,887,994	20.26%

Advisory Vote on Executive Compensation

The advisory vote on executive compensation was approved pursuant to a vote conducted by ballot. The votes were cast as follows:

Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Against	% of<br><br>Votes Against
175,715,172	93.97%	11,279,605	6.03%

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 a leading global commerce company, providing trusted tools to start, grow, market, and manage a retail business of any size. Shopify makes commerce better for everyone with a

platform and services that are engineered for reliability, while delivering a better shopping experience for consumers everywhere. Proudly founded in Ottawa, Shopify powers over 1.7 million businesses in more than 175 countries and is trusted by brands such as Allbirds, Gymshark, Heinz, Staples Canada, and many more. For more information, visit www.shopify.com

CONTACT:
INVESTORS:	MEDIA:
Katie Keita	Rebecca Feigelsohn
Senior Director, Investor Relations	Communications Lead
613-241-2828 x 1024	416-238-6705 x 302
[email protected]	[email protected]
SOURCE: Shopify

Document

Exhibit 99.2

SHOPIFY INC.

Annual Meeting of Shareholders

May 26, 2021

Report of Voting Results

Following the annual meeting of shareholders of Shopify Inc. (the "Corporation") held on May 26, 2021 (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:

Election of Directors

The six (6) nominees for Director that were proposed by management of the Corporation were elected pursuant to a vote conducted by ballot. The votes were cast for each nominee as follows:

Director	Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Withheld	% of<br><br>Votes Withheld
Tobias Lütke	185,422,777	99.16%	1,572,000	0.84%
Robert Ashe	184,402,284	98.61%	2,592,493	1.39%
Gail Goodman	186,367,943	99.66%	626,834	0.34%
Colleen Johnston	185,788,556	99.35%	1,206,221	0.65%
Jeremy Levine	185,678,248	99.30%	1,316,529	0.70%
John Phillips	179,238,787	95.85%	7,755,990	4.15%

Appointment of Auditor

PricewaterhouseCoopers LLP were appointed as the Corporation’s auditors and the directors were authorized to fix the auditor’s compensation pursuant to a vote conducted by ballot. The votes were cast as follows:

Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Withheld	% of<br><br>Votes Withheld
191,064,471	99.89%	209,555	0.11%

Approval of Second Amended and Restated Stock Option Plan

The Corporation's Second Amended and Restated Stock Option Plan and all unallocated options under such Stock Option Plan, as amended, were approved pursuant to a vote conducted by ballot. The votes were cast as follows:

Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Withheld	% of<br><br>Votes Withheld
144,288,559	77.16%	42,706,218	22.84%

Approval of Second Amended and Restated Long Term Incentive Plan

The Corporation's Second Amended and Restated Long Term Incentive Plan and all unallocated awards under such Long Term Incentive Plan, as amended, were approved pursuant to a vote conducted by ballot. The votes were cast as follows:

Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Withheld	% of<br><br>Votes Withheld
149,106,783	79.74%	37,887,994	20.26%

Advisory Vote on Executive Compensation

The advisory vote on executive compensation was approved pursuant to a vote conducted by ballot. The votes were cast as follows:

Votes<br><br>for	% of<br><br>Votes for	Votes<br><br>Against	% of<br><br>Votes Against
175,715,172	93.97%	11,279,605	6.03%

Dated this 26th day of May, 2021.

SHOPIFY INC.

/s/ Joseph Frasca

Per: Joseph Frasca

Chief Legal Officer and Corporate Secretary