SHOPIFY INC.
Annual Meeting of Shareholders
Report of Voting Results
Following the annual meeting of shareholders of Shopify Inc. (the "Company") held on June 27, 2023 (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 eight (8) 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 Lütke | 1,568,508,234 | 98.28% | 27,504,887 | 1.72% |
| Robert Ashe | 1,325,747,830 | 83.07% | 270,265,291 | 16.93% |
| Gail Goodman | 1,475,541,861 | 92.45% | 120,471,260 | 7.55% |
| Colleen Johnston | 1,455,522,600 | 91.20% | 140,490,521 | 8.80% |
| Jeremy Levine | 1,453,651,526 | 91.08% | 142,361,595 | 8.92% |
| Toby Shannan | 1,585,387,850 | 99.33% | 10,625,271 | 0.67% |
| Fidji Simo | 1,542,193,524 | 96.63% | 53,819,598 | 3.37% |
| Bret Taylor | 1,593,954,754 | 99.87% | 2,058,368 | 0.13% |
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 |
| 1,690,442,879 | 99.59% | 7,034,489 | 0.41% |
3.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 |
| 1,236,067,123 | 77.45% | 359,945,998 | 22.55% |
Dated this 27th day of June, 2023.
SHOPIFY INC.
/s/ Jessica Hertz
Per: Jessica Hertz
General Counsel
