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