EX-99.2 3 a2022agmreportofvotingresu.htm EX-99.2

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Exhibit 99.2

SHOPIFY INC.

Annual General and Special Meeting of Shareholders

June 8, 2022

Report of Voting Results

Following the annual general and special meeting of shareholders of Shopify Inc. (the “Company”) held on June 7, 2022 (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 seven (7) 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:

Director			Votes For			% of Votes For			Votes Withheld			% of Votes Withheld
Tobias Lütke			193,196,219			98.68%			2,588,664			1.32%
Robert Ashe			185,629,962			94.81%			10,154,910			5.19%
Gail Goodman			192,789,980			98.47%			2,994,893			1.53%
Colleen Johnston			192,590,325			98.37%			3,194,557			1.63%
Jeremy Levine			192,760,637			98.46%			3,024,245			1.54%
John Phillips			194,066,721			99.12%			1,718,161			0.88%
Fidji Simo			195,332,617			99.77%			452,266			0.23%

2.Appointment of Auditor

PricewaterhouseCoopers LLP was 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
205,284,278			99.69%			644,163			0.31%

3.Approval of Plan of Arrangement

The special resolution in respect of the amendments to the Company’s restated articles of incorporation to update its governance structure, including the creation of a new class of share and the issuance of such share to Mr. Tobias Lütke, by way of plan of arrangement under the Canada Business Corporations Act was passed by the required (i) two-thirds majority of the votes cast by Class A and Class B shareholders present or represented by proxy at the Meeting, voting together as a single class, and (ii) majority of the votes cast by Class A and Class B shareholders (excluding the Company’s Founder and Chief Executive Officer, Tobi Lütke, and his associates and affiliates) present or represented by proxy at the Meeting, voting together as a single class. The votes were cast as follows:

Two-Thirds Majority of the Votes Cast by Class A and Class B Shareholders

Votes For			% of Votes For			Votes Against			% of Votes Against
141,656,592			72.35%			54,128,291			27.65%

Majority of the Votes Cast by Class A and Class B Shareholders Excluding the Company’s Founder and Chief Executive Officer, Tobias Lütke, and His Associates and Affiliates

Votes For			% of Votes For			Votes Against			% of Votes Against
62,732,822			53.68%			54,128,291			46.32%

4.Approval of the Share Split

The special resolution in respect of a 10-for-1 split of the Company’s Class A and Class B shares was passed by a two-thirds majority of the votes cast by Class A and Class B shareholders present or represented by proxy at the Meeting, voting together as a single class. The votes were cast as follows:

Votes For			% of Votes For			Votes Against			% of Votes Against
205,193,124			99.64%			735,317			0.36%

5.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
183,409,550			93.68%			12,375,183			6.32%

Dated this 8th day of June, 2022.

SHOPIFY INC.

/s/ Jessica Hertz

Per:    Jessica Hertz

General Counsel and Corporate Secretary