Shopify Inc 6-K, filed May 26, 2021
Shopify Inc. (SHOP)
6-K
2021-05-26
For: 2021-05-26
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April 06, 2026
About this 6-K
Shopify Inc filed this 6-K on May 26, 2021.
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 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 Title: Chief Legal Officer and Corporate Secretary | |||||||||||||||||
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:
1. 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 for | % of Votes for | Votes Withheld | % of 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% | ||||||||||
2. 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 for | % of Votes for | Votes Withheld | % of Votes Withheld | ||||||||
| 191,064,471 | 99.89% | 209,555 | 0.11% | ||||||||
3. 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 for | % of Votes for | Votes Against | % of Votes Against | ||||||||
| 144,288,559 | 77.16% | 42,706,218 | 22.84% | ||||||||
4. 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 for | % of Votes for | Votes Against | % of Votes Against | ||||||||
| 149,106,783 | 79.74% | 37,887,994 | 20.26% | ||||||||
5. 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 for | % of Votes for | Votes Against | % of 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 | |||||||
| IR@shopify.com | press@shopify.com | |||||||
| SOURCE: Shopify | ||||||||
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:
1. 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 for | % of Votes for | Votes Withheld | % of 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% | ||||||||||
2. 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 for | % of Votes for | Votes Withheld | % of Votes Withheld | ||||||||
| 191,064,471 | 99.89% | 209,555 | 0.11% | ||||||||
3. 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 for | % of Votes for | Votes Withheld | % of Votes Withheld | ||||||||
| 144,288,559 | 77.16% | 42,706,218 | 22.84% | ||||||||
4. 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 for | % of Votes for | Votes Withheld | % of Votes Withheld | ||||||||
| 149,106,783 | 79.74% | 37,887,994 | 20.26% | ||||||||
5. 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 for | % of Votes for | Votes Against | % of 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