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 Lütke | 1,612,519,334 | 98.10% | 31,288,225 | 1.90% |
| Robert Ashe | 1,462,767,030 | 88.99% | 181,041,894 | 11.01% |
| Gail Goodman | 1,254,798,639 | 76.33% | 389,010,285 | 23.67% |
| Colleen Johnston | 1,589,328,000 | 96.69% | 54,480,925 | 3.31% |
| Jeremy Levine | 1,584,189,631 | 96.37% | 59,619,274 | 3.63% |
| Prashanth Mahendra-Rajah | 1,605,261,515 | 97.66% | 38,547,180 | 2.34% |
| Lulu Cheng Meservey | 1,643,010,721 | 99.95% | 797,494 | 0.05% |
| Toby Shannan | 1,637,461,348 | 99.61% | 6,347,390 | 0.39% |
| Fidji Simo | 1,525,960,560 | 92.83% | 117,846,875 | 7.17% |
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 |
| 1,727,067,990 | 99.52% | 8,275,412 | 0.48% |
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 |
| 1,036,684,888 | 63.07% | 607,124,037 | 36.93% |
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 |
| 1,068,039,344 | 64.97% | 575,765,117 | 35.03% |
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 |
| 1,137,203,756 | 69.18% | 506,605,104 | 30.82% |
Dated this 5th day of June, 2024.
SHOPIFY INC.
/s/ Michael L. Johnson
Per: Michael L. Johnson
Corporate Secretary
