Strong votes at Shopify (NYSE: SHOP) meeting as AI policy proposal fails
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Shopify Inc. reported the results of its 2026 annual shareholder meeting. All 10 director nominees were elected, with most receiving more than 96% of votes cast; founder and CEO Tobias Lütke received 97.72% of votes for his election.
Shareholders reappointed PricewaterhouseCoopers LLP as auditors, with 1,762,083,817 votes for and 99.42% support. They also accepted, on a non-binding advisory basis, Shopify’s approach to executive compensation, with 1,377,881,961 votes for and 81.24% support.
A shareholder proposal requesting an artificial intelligence policy was not approved, receiving 235,153,526 votes for, or 13.86%, and 1,460,922,955 votes against, or 86.14%.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Tobias Lütke election support: 1,657,446,737 votes (97.72%)
Auditor reappointment support: 1,762,083,817 votes (99.42%)
Say-on-pay support: 1,377,881,961 votes (81.24%)
+3 more
6 metrics
Tobias Lütke election support
1,657,446,737 votes (97.72%)
Votes for director election at 2026 annual meeting
Auditor reappointment support
1,762,083,817 votes (99.42%)
Votes for reappointing PricewaterhouseCoopers LLP
Say-on-pay support
1,377,881,961 votes (81.24%)
Non-binding advisory vote on executive compensation
Say-on-pay opposition
318,194,521 votes (18.76%)
Votes against executive compensation approach
AI policy proposal support
235,153,526 votes (13.86%)
Votes for shareholder AI policy proposal
AI policy proposal opposition
1,460,922,955 votes (86.14%)
Votes against shareholder AI policy proposal
Key Terms
non-binding advisory vote, Say on Pay vote, broker non-votes, management information circular, +1 more
5 terms
non-binding advisory vote financial
"a non-binding advisory vote on the Company's approach to executive compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Say on Pay vote financial
"a non-binding advisory vote on the Company's approach to executive compensation (a "Say on Pay vote")"
broker non-votes regulatory
"the number of abstentions and broker non-votes, for each matter voted on"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
management information circular regulatory
"described in the Company's management information circular (the "Circular")"
A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.
artificial intelligence policy technical
"a shareholder proposal regarding an artificial intelligence policy was not approved"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2026
________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________
________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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 | ||||||||||||
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.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press release issued by Shopify Inc. on June 16, 2026 | |||||||
| 104 | 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.
| SHOPIFY INC. | ||||||||
| Date: June 16, 2026 | ||||||||
| By: | /s/ Michael L. Johnson | |||||||
Name: Michael L. Johnson | ||||||||
| Title: Corporate Secretary | ||||||||
Shopify Announces Results of its 2026 Annual Meeting of Shareholders
June 16, 2026 - Shopify Inc. announced today the results of its annual meeting of shareholders held on June 16, 2026. All director nominees were elected to the Board of Directors and PricewaterhouseCoopers LLP was reappointed as Shopify's auditors. Shareholders also accepted, on a non-binding advisory basis, Shopify's approach to executive compensation, as further described in Shopify's management information circular dated April 21, 2026. A shareholder proposal regarding an artificial intelligence policy was not approved.
The detailed results of the meeting are as follows:
1.Election of Directors
Each of the ten (10) nominees for director was elected to the Board of Directors. The votes cast for each nominee were as follows:
| Director | Votes for | % of Votes for | Votes Against | % of Votes Against | ||||||||||
| Tobias Lütke | 1,657,446,737 | 97.72% | 38,629,744 | 2.28% | ||||||||||
| Lulu Cheng Meservey | 1,691,141,695 | 99.71% | 4,934,787 | 0.29% | ||||||||||
| Jeanne DeWitt Grosser | 1,684,061,536 | 99.29% | 12,014,945 | 0.71% | ||||||||||
| David Heinemeier Hansson | 1,691,045,519 | 99.70% | 5,030,963 | 0.30% | ||||||||||
| Jeremy Levine | 1,665,712,404 | 98.21% | 30,364,079 | 1.79% | ||||||||||
| Prashanth Mahendra-Rajah | 1,687,117,698 | 99.47% | 8,958,784 | 0.53% | ||||||||||
| Joseph Natale | 1,534,092,144 | 90.45% | 161,984,336 | 9.55% | ||||||||||
| Kevin Scott | 1,692,124,196 | 99.77% | 3,952,285 | 0.23% | ||||||||||
| Toby Shannan | 1,692,107,202 | 99.77% | 3,969,280 | 0.23% | ||||||||||
| Fidji Simo | 1,639,426,472 | 96.66% | 56,649,985 | 3.34% | ||||||||||
Following the meeting, the Board of Directors intends to select Tobias Lütke to continue to serve as Chair of the Board of Directors and Joseph Natale to continue to serve as Lead Independent Director.
2.Appointment of Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP was reappointed as Shopify's auditors, and the directors were authorized to fix the auditors' remuneration. The votes were cast as follows:
Votes for | % of Votes for | Votes Withheld | % of Votes Withheld | ||||||||
| 1,762,083,817 | 99.42% | 10,266,401 | 0.58% | ||||||||
3.Non-binding Advisory Vote on Executive Compensation
Shareholders accepted, on a non-binding advisory basis, the Company's approach to executive compensation. The votes were cast as follows:
Votes for | % of Votes for | Votes Against | % of Votes Against | ||||||||
| 1,377,881,961 | 81.24% | 318,194,521 | 18.76% | ||||||||
4. Shareholder Proposal
A shareholder proposal regarding an artificial intelligence policy was not approved. The votes were cast as follows:
Votes for | % of Votes for | Votes Against | % of Votes Against | ||||||||
| 235,153,526 | 13.86% | 1,460,922,955 | 86.14% | ||||||||
About Shopify
Shopify provides essential internet infrastructure for commerce. Shopify's all-in-one platform makes it easier to start, run, and grow a business, powering sales online, in-store, and everywhere in between. Millions of businesses in 175+ countries use Shopify—from entrepreneurs to brands like Aldo, BarkBox, Carrier, Meta, Vuori, SKIMS, and Supreme.
For more information, visit www.shopify.com.
| CONTACT INVESTORS: | CONTACT MEDIA: | |||||||
| Shane Kleinstein | Ben McConaghy | |||||||
| Director, Investor Relations | Director, Communications | |||||||
| IR@shopify.com | press@shopify.com | |||||||
FAQ
What were the results of Shopify’s (SHOP) say-on-pay executive compensation vote?
Shareholders accepted Shopify’s executive compensation approach on a non-binding advisory basis. The vote recorded 1,377,881,961 votes for, or 81.24%, and 318,194,521 votes against, or 18.76%. This indicates a clear majority in favor of the company’s disclosed compensation practices.
Was PricewaterhouseCoopers reappointed as Shopify’s (SHOP) auditor and by what margin?
Yes, PricewaterhouseCoopers LLP was reappointed as Shopify’s auditors. The reappointment gained 1,762,083,817 votes for, representing 99.42% support, with only 10,266,401 votes withheld, or 0.58%. Directors were authorized to fix the auditors’ remuneration for the coming year.
Did Shopify (SHOP) provide detailed vote counts for each director?
Yes, Shopify disclosed detailed vote counts and percentages for each of the 10 director nominees. For example, Fidji Simo received 1,639,426,472 votes for, or 96.66%, and 56,649,985 votes against. Similar granular results were provided for every director on the slate.