Shopify Announces Results of its 2018 Annual Meeting of Shareholders

Ottawa, Canada – May 30, 2018 - Shopify Inc. (NYSE:SHOP)(TSX:SHOP) (“Shopify” or the “Company”), the leading cloud-based, multi-channel commerce platform, 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 amendment and restatement 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 18, 2018 (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

185,500,290

99.72%

515,696

0.28%

Robert Ashe

184,687,273

99.29%

1,328,713

0.71%

Steven Collins

185,760,639

99.86%

255,347

0.14%

Gail Goodman

184,812,207

99.35%

1,203,779

0.65%

Jeremy Levine

185,211,826

99.57%

804,159

0.43%

John Phillips

183,924,490

98.88%

2,091,496

1.12%

 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 show of hands. Proxies were received as follows:

Votes 

for

% of 

Votes for

Votes 

Withheld

% of

Votes Withheld

199,416,526

99.78%

438,461

0.22%

3. Approval of Amended and Restated Stock Option Plan

 The Company’s amended and restated Stock Option Plan and all unallocated options under the 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

159,345,863

85.66%

26,670,122

14.34%

4. Approval of Amended and Restated Long Term Incentive Plan

The Company’s amended and restated Long Term Incentive Plan and all unallocated awards under the 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

157,031,620

84.42%

28,984,364

15.58%

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

176,321,810

94.79%

9,694,175

5.21%

 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 cloud-based, multi-channel commerce platform. Merchants can use the software to design, set up, and manage their stores across multiple sales channels, including web, mobile, social media, marketplaces, brick-and-mortar locations, and pop-up shops. The platform also provides merchants with a powerful back office and a single view of their business. The Shopify platform was engineered for reliability and scale, making enterprise-level technology available to businesses of all sizes. Headquartered in Ottawa, Canada, Shopify currently powers over 600,000 businesses in approximately 175 countries and is trusted by brands such as Red Bull, Nestle, Rebecca Minkoff, Kylie Cosmetics, and many more.