Date of Report (Date of earliest event reported): June 16, 2026
________________________________________________
Shopify Inc.
(Exact name of registrant as specified in its charter) ________________________________________________
Canada
001-37400
98-0486686
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
151 O'Connor Street, Ground Floor
85 10th Ave, Suite 800
Ottawa,
Ontario
New York,
New York
Canada
K2P 2L8
USA
10011
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code:(613) 241-2828 x 1045
________________________________________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Name of each exchange on which registered
Class A Subordinate Voting Shares
SHOP
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
At the 2026 annual general meeting of shareholders of Shopify Inc. (the "Company"), held on June 16, 2026, the holders of the Company's Class A subordinate voting shares, Class B multiple voting shares, and the founder share voted on: (1) 10 director nominees to be elected to the Board of Directors (the "Board") to serve until the close of the Company's next annual meeting of shareholders or until their respective successors have been appointed; (2) the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company's next annual meeting of shareholders at such remuneration to be fixed by the Board; (3) a non-binding advisory vote on the Company's approach to executive compensation (a "Say on Pay vote"); and (4) a shareholder proposal regarding an artificial intelligence policy. The items of business are further described in the Company's management information circular (the "Circular") filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 8, 2026.
The tables below set forth the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, for each matter voted on by the Company's shareholders.
1.Election of Directors
Each of the 10 nominees listed below was elected as a director of the Company to hold office until the Company's next annual meeting of shareholders or until their successor is duly appointed.
Name of Nominee
Votes For
Votes Against
Broker Non-Votes
Number
Percentage
Number
Percentage
Number
Tobias Lütke
1,657,446,737
97.72%
38,629,744
2.28%
76,273,736
Lulu Cheng Meservey
1,691,141,695
99.71%
4,934,787
0.29%
76,273,736
Jeanne DeWitt Grosser
1,684,061,536
99.29%
12,014,945
0.71%
76,273,736
David Heinemeier Hansson
1,691,045,519
99.70%
5,030,963
0.30%
76,273,736
Jeremy Levine
1,665,712,404
98.21%
30,364,079
1.79%
76,273,736
Prashanth Mahendra-Rajah
1,687,117,698
99.47%
8,958,784
0.53%
76,273,736
Joseph Natale
1,534,092,144
90.45%
161,984,336
9.55%
76,273,736
Kevin Scott
1,692,124,196
99.77%
3,952,285
0.23%
76,273,736
Toby Shannan
1,692,107,202
99.77%
3,969,280
0.23%
76,273,736
Fidji Simo
1,639,426,472
96.66%
56,649,985
3.34%
76,273,736
2. Appointment of Independent Registered Public Accounting Firm
The shareholders approved the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company's next annual meeting of shareholders at such remuneration to be fixed by the Board.
Votes For
Votes Withheld
Number
Percentage
Number
Percentage
1,762,083,817
99.42%
10,266,401
0.58%
There were no abstentions and no broker non-votes on this proposal.
3. Non-binding Advisory Vote on Executive Compensation
The shareholders accepted, on a non-binding advisory basis, the Company's approach to executive compensation, as disclosed in the Circular.
Votes For
Votes Against
Broker Non-Votes
Number
Percentage
Number
Percentage
Number
1,377,881,961
81.24%
318,194,521
18.76%
76,273,736
There were no abstentions on this proposal.
4. Shareholder Proposal
A shareholder proposal regarding an artificial intelligence policy was not approved.
Votes For
Votes Against
Broker Non-Votes
Number
Percentage
Number
Percentage
Number
235,153,526
13.86%
1,460,922,955
86.14%
76,273,736
There were no abstentions on this proposal.
Item 8.01 Other Events
On June 16, 2026, the Company issued a press release announcing the voting results of the 2026 annual general meeting of shareholders held virtually on June 16, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
