Hey, everyone. Thanks for coming. Thank you for joining us for our Annual Meeting of Shareholders since becoming a public company. Very grateful to have you here. The annual meeting of shareholders is now open.
I will act as the chair for this meeting as in years prior and Joe Frasca will act as secretary. Please note that Joe will handle the formal portion of his meeting and will turn
it back over to me for questions and answer session. Thanks, Toby. Good morning. My name is Joseph Frasca. I'm the Chief Legal Officer and Corporate Secretary at Chantafine.
I'd like to introduce the following people with me here in the room today: Amy Shapiro, our Chief Financial Officer obviously, you met Toby Harley Finkelstein, our Chief Operating Officer and Brittany Forsyth, our Chief Talent Officer. To my right, I'd also like to introduce to you the other members of our Board of Directors who are seated in the 1st row. Robert Ashe, our Lead Independent Director, Chair of our Comp Committee and Member of our Audit Committee and our Nominating and Corporate Governance Committee Gail Goodman, Member of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee Colleen Johnston, member of our Audit Committee and John Phillips, Chair of our Nominating and Corporate Governance Committee and member of our Compensation Committee. PricewaterhouseCoopers LLP, Shopify's auditors are also in attendance. Proceeding to the meeting.
Topics of discussion on the agenda today are set out in the management proxy circular that was sent to all shareholders. Additional copies of the circular are available at the scrutineers' desk at the entrance of the room. Please wait until the question period following the meeting if you have any questions on topics not on the agenda. I would also ask individuals wishing to address the meeting to identify themselves for the benefit of other shareholders present and to confirm that their shareholders are duly appointed proxy holders of shareholders before they ask a question. We'll now proceed with the business of the meeting.
Appointment of scrutineers. With us today are Josette Cuthiberg and Bryce Dougherty from Computershare Investor Services, our transfer agent. I appoint them to act as our scrutineers. Notice of meeting. We have confirmation from Computershare that all shareholders entitled to vote at the meeting have been sent the notice of the Annual Meeting of Shareholders, the management information circular, a form of proxy and that all registered shareholders have been sent the consolidated financial statements of the corporation.
We direct that a copy of each of these documents along with the affidavit of Computershare be kept by the secretary in the records of the corporation. Shopify's bylaws provide that a quorum of shareholders present is present at a meeting of shareholders if the holders of not less than 25% of the share entitled to vote at the meeting are present in person or represented by proxy, irrespective of the number of persons actually present at the meeting. I have received the scrutineers' report confirming the number of shares represented and to be voted at the meeting and am advised by the scrutineers that 93,000,000 671,644 shares, representing 83% of the issued and outstanding shares of the corporation are represented at this meeting, well in excess of the required quorum. The scrutineers' report will be available at the close of the proceedings to anyone who wishes to inspect it. I declare that this meeting is regularly called and properly constituted for the transaction of all business for which it was called.
Proxies and voting procedures. Each Class A subordinate voting share confers upon its holder one vote on all matters to come before the meeting and each Class B multiple voting share confers upon its holder 10 votes on all matters to come before the meeting. Approval of resolutions on all matters before this meeting will require an affirmative vote of a majority of votes cast by shareholders, voting together as a single class, present in person or represented by proxy at this meeting. I'm advised by the scrutineers that based on the preliminary tabulations of proxies received, over 90% of the votes attached to the shares conferring the right to vote at the meeting will be voted in favor of the election of nominees presented in the proxy circular as Directors of Shopify, the reappointment of PricewaterhouseCoopers LLP as the auditors of Shopify and authorizing the Board of Directors of Shopify to fix the auditors' remuneration and the precatory resolution on Shopify's approach to executive compensation. Therefore, unless a ballot is requested, voting for the appointment of the auditor will proceed by way of show of hands.
All other matters will be conducted by ballot. Proxy holders and registered shareholders who are present in person who have not previously provided us with their proxies have been provided with ballots. When a ballot is conducted, Amy Shapiro, as management's proxy nominee, will vote all proxies appointing her as proxy holder. The casting of her ballot will result in the approval of all matters put before this meeting, notwithstanding the ballot being taken. However, on any motion, if Toby determines as Chair of this meeting that there are enough votes to carry the motion, we intend to declare the motion carried.
Rather than delay the business of the meeting to wait for the final tabulation of votes cast, the results of the ballot will be included with the minutes of the meeting and also filed on SEDAR. We will do that to keep the pace of the meeting. There will be a formal scrutineers report tabled later in which you'll form part of the records of this meeting. Financial statements. The first item on the agenda for today's annual meeting pertains to the receipt of Shopify's consolidated financial statements for the fiscal year ended December 31, 2018 and the related auditor's report.
The financial statements and auditor's report were mailed to all registered shareholders and to any shareholders that have requested a copy. The financial statements and the auditor's report were also made available on Shopify's website and on SEDAR and EDGAR. Shareholders have had the opportunity to review the financial statements and the auditor's report. We will include in the minutes of this meeting the financial statements of the corporation for the fiscal year ended December 31, 2018 and the related auditor's report. Election of Directors.
The next item on the agenda is the election of Shopify's Directors. The Board of Directors has determined there will be 6 Directors to be elected at this meeting. Our proxy circular sets out a list of 6 nominees for election as Directors of Shopify. All nominees are currently members of our Board of Directors. The nominees to be elected as Directors are the following: Tobias Luedtke Robert Ashe Gail Goodman, Colleen Johnston, Jeremy Levine and John Phillips.
The affirmative vote required for electing as Directors each of the proposed nominees is the majority of votes cast by shareholders voting together as a single class, present in person or represented by proxy at this meeting. The term of office of the directors will be from today until the next annual meeting of shareholders or until such time as their successors have been duly elected or appointed. My name is Jesse Leung and I am a shareholder of the corporation. I move to elect each of the nominees as directors of Shopify. We're going to take questions at the end.
I have a question once more. Yes, we will answer questions at the end after the formal. Mr. Levine's flight was canceled and he was unable to attend. Okay.
My name is Kevin Okel. I'm a shareholder of the corporation. I second the motion. Thanks, Jesse and Kevin. Each of the nominees has confirmed that he or she is prepared to serve as the Director of Shopify and qualifies as the Director under Shopify's bylaws.
As the corporation has adopted an advanced notice by law and no nominees were received under that by law, I declare the nominations closed. Registered shareholders or proxy holders entitled to vote who have not already voted were already provided with the ballot. If you have not already voted or wish to change your previous vote and have not yet received the ballot, raise your hand and a scrutineer will provide you with 1. Any ballots? I now ask each of the shareholders or proxy holders to record his or her vote.
Any ballots actually out here? Okay. You may vote for or withhold from voting in respect to each of the individual nominees as indicated on the ballot. You must sign your ballot, print your name below your signature in order to assist the scrutineers in their identification of ballots. Once you've finished, please raise your hand and one of the attendants will collect your ballot.
Any other ballots to be collected? I declare the motion carried. Appointment of auditors. We will now proceed with the appointment of the auditors and the authorization of the directors to fix their remuneration.
My name is Jonathan Heard, and I'm a shareholder of the corporation. I move that Prince WaterhouseCoopers, LLP chartered professional accountants be reappointed as auditors of Shopify to hold office until the next annual meeting of shareholders or until authorized to fix the remuneration.
My name is Nora Hammond. I'm a shareholder of the corporation and I second the motion.
Thank you, Jonathan and Nora. You've heard the motion. All those in favor, please raise your hands. Any withheld from voting? I declare the motion carried.
Advisory non binding resolution on approach to executive compensation. We will now proceed with the next item of business, which is a non binding advisory vote on the Board of Directors' approach to executive compensation. Approval of this resolution will require an affirmative vote of a majority of the votes cast by shareholders voting together as a single class, present in person or represented by proxy at this meeting. Since this is an advisory vote, the results will not be binding upon the Board of Directors. However, the Board and in particular the Compensation Committee will take the results of the vote into account when considering future compensation policies, procedures and decisions and in determining whether there is a need to increase their engagement with shareholders on compensation and related matters.
The text of the resolution is set out on page 21 of the management information circular.
My name is Thea Earl. I am a shareholder of the corporation. I move that the advisory non binding resolution on Shopify's approach to the executive compensation as set out on Page 21 of the management's information circular be approved.
My name is Dustin Berthiaume. I'm a shareholder of the corporation. I second the motion. Thank you, Thea and Dustin. Registered shareholders or proxy holders entitled to vote who have not already voted were already provided with the ballot.
If you have not already voted or wish to change your previous vote and have not yet received a ballot, raise your hand and a scrutineer will provide one for you. I now ask each of these shareholders or proxy holders to record this or her vote. You may vote for or against in respect to this motion as indicated on the ballot provided. You must sign your ballot, print your name below your signature in order to assist the scrutineers in identification of ballots. Once you've finished, please raise your hand and one of the attendants will collect your ballot.
Any other ballots to be collected? I declare the motion approved. Termination of the meeting. I've received a report from the scrutineers respecting each resolution. The scrutineers have indicated that 92% of the shares in respect of each resolution voted in favor.
I therefore declare that the motions are carried and hereby approved.
My name is Liz McDonald and I'm a shareholder of the corporation. I move to conclude the meeting. My name is Jillian Massil and I'm also a shareholder of the corporation. I second this motion.
Thank you, Liz and Jillian. We now put the motion to the meeting and call for a vote by a show of hands. Would those in favor of the motion please signify by raising their hand. Are there any shareholders to abstain? I declare the motion carries and the meeting concluded.
Thank you all.
And thank you to everyone who joined our meeting this morning via webcast. We will now