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
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
Title: Chief Legal Officer and Corporate Secretary



Exhibit


EXHIBIT 99.1
agm2018pressreleaseimage1.gif
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:

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
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%

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
197,642,045
99.84%
316,955
0.16%









3. 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
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:

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
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%


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
197,642,045
99.84%
316,955
0.16%


3. 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
179,698,940
96.83%
5,889,186
3.17%

Dated this 27th day of May, 2020.

SHOPIFY INC.

(signed) "Joseph Frasca"

Per:
Joseph Frasca
Chief Legal Officer and Corporate Secretary