Good morning, welcome to Shopify's annual general meeting of shareholders for 2018. I will remind you that audio from our meeting today is being webcast. In consideration of those who aren't able to attend the meeting this morning in person, we ask that you please keep chitchat to a minimum.
Thanks, Katie. Good morning, everyone. Hope you're doing well. Thanks for coming out here, thanks for tuning in. This is our third annual meeting of shareholders since becoming public company, I would like to open this meeting hereby. I will act as the Chair of this meeting, Joseph Frasca will act as Secretary. Please note that Joe will handle all the formal portions of the meeting, will turn back over to me for question and answer session. Good?
Thanks, Tobi. Can everyone hear me here? Good morning. My name is Joseph Frasca. I'm the Senior Vice President, General Counsel, Corporate Secretary at Shopify. I'd like to introduce the people with me here. Amy Shapero, our Chief Financial Officer. Harley Finkelstein, our Chief Operating Officer. Robert Ashe, our Lead Independent Director, Chair of our Compensation Committee, member of our Audit Committee, Nominating and Governance Committee. Steven Collins, Chair of our Audit Committee. Gail Goodman, member of our Audit Committee, our Compensation Committee, our Nominating and Governance Committee. Jeremy Levine, member of our Nominating and Governance Committee, John Phillips, Chair of our Nominating and Governance Committee and member of our Compensation Committee. PricewaterhouseCoopers LLP, Shopify's auditors are also in attendance. Proceedings of 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 scrutineer's desk at the entrance. 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 the other shareholders present, to confirm that they are shareholders or 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 Koffyberg and Laura Mai from Computershare Investor Services Inc., our transfer agent. I appoint them to act as our scrutineers. Notice of the 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 is present at a meeting of shareholders, if the holders of not less than 25% of the shares 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've received the scrutineer's report confirming the number of shares represented and to be voted at the meeting. I'm advised by the scrutineers that 12,663,777 shares representing 90.72% of the issued and outstanding shares are represented at this meeting, well in excess of the required quorum. The scrutineer's 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. Each Class B multiple voting share confers upon its holder 10 votes on all matters to come before the meeting.
Approval of the resolutions on all matters before this meeting 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. I'm advised by the scrutineers that based on preliminary tabulation of proxies received, over 84.42% of the votes attaching to the shares conferring the right to vote at this meeting will be voted in favor of, one, the election of nominees presented in the proxy circular as directors of Shopify. Two, the reappointment of PricewaterhouseCoopers LLP as auditors of Shopify, and authorizing the Board of Directors of Shopify to fix the auditor's remuneration. Three, the approval of the unallocated options, rights, and other entitlements under Shopify's stock option plan, and approval of certain amendments to the stock option plan.
Four, the approval of unallocated options, rights, and other entitlements under Shopify's long-term incentive plan, and approval of certain amendments to the long-term incentive plan. Five, 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 a show of hands. All other matters will be conducted by ballot. Proxy holders and registered shareholders who are present in person and who have not previously provided us with their proxies have been provided with ballots. When a ballot is conducted, Amy Shapero, 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 taken.
However, on any motion, if Tobi 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 the votes cast, the results of the ballot will be included with the minutes of the meeting and also filed in SEDAR. We'll do that in order to keep pace with the meeting. There will be a formal scrutineers report tabled later in which shall form a 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 31st, 2017, and the related auditors report.
The financial statements and the auditors report were mailed to all registered shareholders and to any shareholders that have requested a copy. The financial statements in the auditors report were also made available on shopify's website and on SEDAR and EDGAR. Shareholders who have had their opportunity to review the financial statements and the auditors report. We will include in the minutes of this meeting the financial statements of the corporation for the fiscal year ended December 31, 2017, and the related auditors report. Election of directors. The next item on the agenda is the election of Shopify's directors. The board of directors has determined that there will be six directors to be elected at this meeting. Our proxy circular sets out a list of six 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 Lütke, Robert Ashe, Steven Collins, Gail Goodman, Jeremy Levine, and John Phillips. The affirmative vote required for electing as directors each of the proposed nominees is a 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. Thank you, Russ and Darryl. We're going to reserve questions until the end of the meeting.
Ms. Bradford, we will discuss, and you will have the opportunity to ask questions of each member of the board as well as any member of management at the formal close of proceedings, and we'd like to reserve those comments until the formal portion of the meeting has concluded. Thank you very much. Thank you. Thank you, Ms. Bradford. Thank you, Russ and Darryl. Each of the nominees has confirmed that he's prepared to serve as a director of Shopify and qualifies as a director under Shopify's bylaws. As the corporation has adopted an advanced notice bylaw and no nominations were received under that bylaw, I declare the nominations closed. Registered shareholders or proxy holders entitled to vote who have not already voted were already provided with a 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 the scrutineer will provide you one. I now ask each of these shareholders or proxy holders to record his or her vote. You may vote for or withhold from voting in respect to each individual nominee as indicated on the ballot provided. You must sign your ballot and 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. Are there any 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.
Audit Committee and a shareholder of the corporation.
My name is Robert Ashe. I'm also a member of the Audit Committee and a shareholder of the corporation. I second the motion.
Thank you, Gail and Rob. You've heard the motion. All those in favor, please raise your hands. Any withheld from voting? I declare the motion carried. Stock option plan. We will now proceed with the next item of business, which is the approval of all unallocated options under our option, the approval of certain amendments to the plan. The rules of the Toronto Stock Exchange require that director and shareholder approval be obtained every three years for all unallocated options, rights, and other entitlements under a security-based compensation arrangement that does not have a fixed maximum aggregate of securities issuable, which is the case with our stock option plan. As the three-year term prescribed by the TSX expired for our stock option plan on May 27, 2018, a resolution is being placed before the shareholders to approve unallocated options.
This approval will be effective for three years from the date of the meeting. In addition, the corporation is seeking approval of certain amendments to the stock option plan that have been previously approved by our Board of Directors. Additional details with respect to the approval of all unallocated options and the amendment and restatement of the corporation's stock option plan is provided on pages 20 to 22 an affirmative vote of the majority of votes cast by shareholders present in person or represented by proxy at this meeting. We will now proceed with a motion to approve the adoption of the amended and restated stock option plan, which will be in the form of Appendix A of the circular, as well as all unallocated options thereunder.
My name is Chelsea Felger, and I'm a shareholder of the corporation. I move that the ordinary resolution attached as Appendix B of the circular be passed, providing the approval of the amendment and restatement of the corporation's stock option plan and all unallocated options thereunder as more particularly described in the circular.
My name is Monica Gallant. I am also a shareholder of the corporation. I second the motion.
Thank you, Chelsea and Monica. Registered shareholders or proxy holders entitled to vote who have not already voted were already provided with a 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 the scrutineer will provide you with one. I now ask each shareholder or proxy holder who has not already voted to record his or her vote. You may vote for or against in respect of the motion as indicated on the ballot provided. You must sign your ballot and print your name below your signature in order to assist the scrutineers in the identification of ballots. Once you've finished, please raise your hand and one of the attendants will collect your ballot. Any ballots to be collected? I declare the motion approved and the resolution passed. Long-term incentive plan.
We will now proceed with the next item of business, which is the approval of all unallocated awards under our long-term incentive plan and the approval of certain amendments to the plan. The rules of the Toronto Stock Exchange require that director and shareholder approval be obtained every three years for all unallocated options, rights, and other entitlements under a security-based compensation arrangement that does not have a fixed maximum aggregate of securities issuable, which is the case with our long-term incentive plan. As the three-year term prescribed by the TSX expired for the long-term incentive plan on May 27, 2018, a resolution is being placed before the shareholders to approve the unallocated awards. This approval will be effective for three years from the date of this meeting.
The corporation is seeking approval of certain amendments to the long-term incentive plan that have previously been approved by our board of directors. Additional details with respect to the approval of all unallocated awards and the amendment and restatement of the corporation's long-term incentive plan is provided on pages 23 to 25 of the management information circular that has been provided in connection with this meeting. The form of the amended and restated long-term incentive plan is set out in Appendix C of the management information circular, and the full text of the resolution is set out in Appendix D. Approval of this resolution will require the affirmative vote of the majority of votes cast by shareholders present in person or represented by proxy at this meeting.
We will now proceed with a motion to approve the adoption of the amended and restated long-term incentive plan, which will be in the form of Appendix C of the circular, as well as all unallocated awards thereunder.
My name is Darryl Arvai. I am a shareholder of the corporation. I move that the ordinary resolution attached as Appendix D of the circular be passed, providing for the approval of the amendment and restatement of the corporation's long-term incentive plan and all unallocated awards thereunder, as is more particularly described in the circular.
My name is Russell Jones. I am also a shareholder of the corporation. I second the motion.
Thank you, Darryl and Russ. Registered shareholders or proxy holders entitled to vote who have not already voted were already provided with a ballot. If you have not already voted or wish to change your previous vote and have not yet received a ballot, please raise your hand and the scrutineer will provide you with one. I now ask each shareholder or proxy holder who has not already voted to record his or her vote. You may vote for or against in respect of the motion as indicated on the ballot provided. You must sign your ballot and 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 more ballots to be collected? I declare the motion approved and the resolution passed.
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 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 this vote into account when considering future compensation policies, procedures, and decisions, and 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 26 of the management information circular.
My name is Monica Gallant. I am a shareholder of the corporation. I move that the advisory non-binding resolution on Shopify's approach to executive compensation, as set out on page 26 of the management information circular, be approved.
My name is Chelsea Felger. I am a shareholder of the corporation. I second the motion.
Thank you, Monica and Chelsea. Registered shareholders or proxy holders entitled to vote who have not already voted were already provided with a 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 the scrutineer will provide you with one. I now ask each of the shareholders or proxy holders to record their vote. You may vote for or against. Any ballots? I declare the motion approved. Termination of the meeting. I have received a report from the scrutineers respecting each resolution. The scrutineers have indicated that a majority of the shares voted in respect of each resolution voted in favor. I therefore declare that the motions are carried and hereby approved.
I am a shareholder of the corporation. I move to conclude.
We got one more.
My name is Jones, and I'm a shareholder of the corporation. I second the motion.
Thanks, Darryl and Russ. 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 hands. Are there any shareholders who abstain? I declare the motion carried and the meeting concluded. Thank you all.
Thanks to everyone joining us this morning via our webcast. We will now disconnect.