6-K
Shopify Inc. (SHOP)
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 | 2020 |
|---|---|---|
| Commission File Number | 001-37400 | |
| Shopify Inc. | ||
| (Translation of registrant’s name into English) | ||
| 150 Elgin Street, 8th Floor<br><br>Ottawa, Ontario, Canada K2P 1L4 | ||
| (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 2020 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 27, 2020 | By: | /s/ Joseph A. Frasca |
| Name: Joseph A. Frasca<br><br>Title: Chief Legal Officer and Corporate Secretary |
Exhibit
EXHIBIT 99.1

Shopify Announces Results of its 2020 Annual Meeting of Shareholders
Ottawa, Canada – May 27, 2020 - Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify” or the “Company”), 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 as further described in the Company’s management information circular dated April 16, 2020 (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 | 184,198,616 | 99.25% | 1,389,410 | 0.75% |
| Robert Ashe | 183,010,134 | 98.61% | 2,577,892 | 1.39% |
| Gail Goodman | 185,504,948 | 99.96% | 83,077 | 0.04% |
| Colleen Johnston | 185,021,854 | 99.69% | 566,171 | 0.31% |
| Jeremy Levine | 184,995,712 | 99.68% | 592,314 | 0.32% |
| John Phillips | 184,544,322 | 99.44% | 1,043,704 | 0.56% |
- 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 |
|---|---|---|---|
| 197,642,045 | 99.84% | 316,955 | 0.16% |
- 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 |
|---|---|---|---|
| 179,698,940 | 96.83% | 5,889,186 | 3.17% |
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. Headquartered in Ottawa, Canada, Shopify powers over one million businesses in more than 175 countries and is trusted by brands such as Allbirds, Gymshark, PepsiCo, Staples and many more. For more information, visit www.shopify.com.
INVESTORS:
Katie Keita
Senior Director, Investor Relations
613-241-2828 x 1024
IR@shopify.com
MEDIA:
Sheryl So
Senior Communications Lead
416-238-6705 x 302
press@shopify.com
SOURCE: Shopify
Exhibit
EXHIBIT 99.2
SHIOPIFY INC.
Annual Meeting of Shareholders
May 27, 2020
Report of Voting Results
Following the annual meeting of shareholders of Shopify Inc. (the "Corporation") held on May 27, 2020 (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 | 184,198,616 | 99.25% | 1,389,410 | 0.75% |
| Robert Ashe | 183,010,134 | 98.61% | 2,577,892 | 1.39% |
| Gail Goodman | 185,504,948 | 99.96% | 83,077 | 0.04% |
| Colleen Johnston | 185,021,854 | 99.69% | 566,171 | 0.31% |
| Jeremy Levine | 184,995,712 | 99.68% | 592,314 | 0.32% |
| John Phillips | 184,544,322 | 99.44% | 1,043,704 | 0.56% |
- 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 |
|---|---|---|---|
| 197,642,045 | 99.84% | 316,955 | 0.16% |
- 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 |
|---|---|---|---|
| 179,698,940 | 96.83% | 5,889,186 | 3.17% |
Dated this 27^th^ day of May, 2020.
SHOPIFY INC.
(signed) "Joseph Frasca"
| Per: | Joseph Frasca |
|---|
Chief Legal Officer and Corporate Secretary