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
June
2024

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




























DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibits


99.1    Shopify Announces Results of its 2024 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:June 5, 2024By:/s/ Michael L. Johnson
Name: Michael L. Johnson
Title: Corporate Secretary

Exhibit 99.1
image_0a.jpg
Shopify Announces Results of its 2024 Annual Meeting of Shareholders
Internet, Everywhere – June 5, 2024 - Shopify Inc. (NYSE, TSX: SHOP), a provider of essential internet infrastructure for commerce, announced today the results of its annual meeting of shareholders (the “Meeting”) held on June 4, 2024. All director nominees were elected to the Board of Directors and PricewaterhouseCoopers LLP were appointed as the Company's auditors. Shareholders approved the third amendment and restatement of the Company's Long Term Incentive Plan and approved all unallocated awards under the Company's Long Term Incentive Plan and Stock Option Plan, as amended. In addition, shareholders approved the advisory resolution on the Company's approach to executive compensation, as further described in the Company's management information circular dated April 19, 2024.
The detailed results of the Meeting were as follows:
1.Election of Directors
The nine (9) 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
Against
% of
Votes Against
Tobias Lütke1,612,519,33498.10%31,288,2251.90%
Robert Ashe1,462,767,03088.99%181,041,89411.01%
Gail Goodman1,254,798,63976.33%389,010,28523.67%
Colleen Johnston1,589,328,00096.69%54,480,9253.31%
Jeremy Levine1,584,189,63196.37%59,619,2743.63%
Prashanth Mahendra-Rajah1,605,261,51597.66%38,547,1802.34%
Lulu Cheng Meservey1,643,010,72199.95%797,4940.05%
Toby Shannan1,637,461,34899.61%6,347,3900.39%
Fidji Simo1,525,960,56092.83%117,846,8757.17%



2.Appointment of Auditor
PricewaterhouseCoopers LLP were 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
1,727,067,99099.52%8,275,4120.48%
3.Approval of Unallocated Options Under the Stock Option Plan
The unallocated options under the Company's Stock Option Plan, as amended, were 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
Withheld
% of
Votes Withheld
1,036,684,88863.07%607,124,03736.93%

4.Approval of Amended and Restated Long Term Incentive Plan

The Company's Third Amended and Restated Long Term Incentive Plan and the unallocated awards under such Long Term Incentive Plan, as amended, were 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
Withheld
% of
Votes Withheld
1,068,039,34464.97%575,765,11735.03%

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
1,137,203,75669.18%506,605,10430.82%

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 the leading global commerce company that provides essential internet infrastructure for commerce, offering trusted tools to start, scale, market, and run a retail business of any size. Shopify makes commerce better for


everyone with a platform and services that are engineered for speed, customization, reliability, and security, while delivering a better shopping experience for consumers online, in store and everywhere in between. Shopify powers millions of businesses in more than 175 countries and is trusted by brands such as Mattel, Gymshark, Heinz, FTD, Netflix, Kylie Cosmetics, SKIMS, Supreme, and many more. For more information, visit www.shopify.com.

CONTACT:
INVESTORS:MEDIA:
Carrie GillardAlex Lyons
Director, Investor RelationsExternal Communications
IR@shopify.compress@shopify.com
SOURCE: Shopify



Exhibit 99.2

SHOPIFY INC.
Annual Meeting of Shareholders

Report of Voting Results

Following the annual meeting of shareholders of Shopify Inc. (the "Company") held on June 4, 2024 (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 nine (9) 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
Against
% of
Votes Against
Tobias Lütke1,612,519,33498.10%31,288,2251.90%
Robert Ashe1,462,767,03088.99%181,041,89411.01%
Gail Goodman1,254,798,63976.33%389,010,28523.67%
Colleen Johnston1,589,328,00096.69%54,480,9253.31%
Jeremy Levine1,584,189,63196.37%59,619,2743.63%
Prashanth Mahendra-Rajah1,605,261,51597.66%38,547,1802.34%
Lulu Cheng Meservey1,643,010,72199.95%797,4940.05%
Toby Shannan1,637,461,34899.61%6,347,3900.39%
Fidji Simo1,525,960,56092.83%117,846,8757.17%

2.Appointment of Auditor

PricewaterhouseCoopers LLP were 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
1,727,067,99099.52%8,275,4120.48%

3.Approval of Unallocated Options Under the Stock Option Plan

The unallocated options under the Company's Stock Option Plan, as amended, were 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
1,036,684,88863.07%607,124,03736.93%




4.    Approval of Third Amended and Restated Long Term Incentive Plan

The Company's Third Amended and Restated Long Term Incentive Plan and the unallocated awards under such Long Term Incentive Plan, as amended, were 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
1,068,039,34464.97%575,765,11735.03%

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
1,137,203,75669.18%506,605,10430.82%


Dated this 5th day of June, 2024.

SHOPIFY INC.

/s/ Michael L. Johnson

Per:    Michael L. Johnson
Corporate Secretary

Shopify (NYSE:SHOP)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024 Plus de graphiques de la Bourse Shopify
Shopify (NYSE:SHOP)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024 Plus de graphiques de la Bourse Shopify