Good morning. Welcome, everyone. Thank you for joining us for Shopify's 2017 Annual Meeting of Shareholders. Welcome. It is a packed house. Now, I will ask you to please keep all chitchat to a minimum. Today's annual meeting is being webcast. We have microphones for the webcast. We do not have microphones for the room. When we are going to hear our speakers up front, I ask that you please keep the chitchat down and let us begin.
Good morning. Thank you very much for joining us for our second annual shareholder meeting. I would specifically like to introduce people like Russ Jones, our Chief Financial Officer. We have Harley Finkelstein, who is our Chief Operating Officer, and Joseph Frasca, Senior Vice President, General Counsel, and Corporate Secretary, who is going to take you through most of the meeting today. With this, the annual shareholder meeting is now open. Could you speak a little louder? Yeah, I will try my best to project into the room. Okay. In way of other introductions, I would like to introduce you to some of the members of our Board of Directors. We have Robert Ashe, our Lead Independent Director, the Chair of our Compensation Committee, and member of our Audit Committee. We have Steven Collins here, Chair of our Audit Committee. Hello there.
Gail Goodman, member of our Audit Committee and of our Compensation Committee. Thank you for joining us. John Phillips, Chair of our Nominating and Corporate Governance Committee, member of our Audit Committee, and member of our Compensation Committee. PricewaterhouseCoopers are Shopify's auditors and are also in attendance. Please note that Joe here will handle the formal portions of his meeting, and I will now turn this over to Joe.
The annual meeting of shareholders is now open. 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 scrutineers' 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 other shareholders present, and to confirm that they are shareholders or duly appointed proxy holders of shareholders before they ask a question. We will now proceed with the business of the meeting. 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.
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 have received the scrutineers' report confirming the number of shares represented and to be voted at this meeting, and am advised by the scrutineers that 186,805,360 shares representing 88.94% of the issued and outstanding shares 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 this meeting as regularly called and properly constituted for the transaction of all business for which it was called. Each Class A subordinate voting shares confers upon its holder one vote on all matters to come before the meeting, and each Class B multiple voting shares 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 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 88.94% of the votes attaching 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 auditor's remuneration and the precatory resolution on Shopify's approach to executive compensation. 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.
On any motion, if Tobi Lütke, as chairman of the company and of this meeting, determines as the chair that there are enough votes to carry the motion, we intend to declare the motion carried, even though all the votes may not have been counted or a final report may not yet be available. We will do that to keep the pace of the meeting. There will be a formal scrutineers report tabled later in which will form part of the records of this meeting. 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, 2016, and the related auditors' report. The financial statements in the auditors' 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, 2016, and the related auditor's report. 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.
My name is Edward Ocampo-Gooding, and I am a shareholder of the corporation. I move to elect each of the nominees as directors of Shopify.
My name is Michael Gainey, and I'm also a shareholder of the corporation. I second the motion.
Thanks, Edward and Mike Gainey. 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 advance 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-
He doesn't have a ballot. Thank you.
Welcome.
Two more?
Note, this is for a situation where you have not already voted or wish to change your previous vote. 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 of each individual nominee as indicated as provided on the ballot. 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 other ballots to be collected?
Yeah, coming.
I declare the motion carried. We'll now proceed with the appointment of auditors and the authorization of the directors to fix their remuneration.
My name is John Phillips. I'm a member of the audit committee and a proxy holder for Klister Credit Corp, a shareholder of the corporation. I move that PricewaterhouseCoopers LLP, Chartered Professional Accountants, be reappointed as the auditors of Shopify to hold office until the next annual meeting of shareholders or until a successor is appointed, and that the directors be authorized to fix their remuneration.
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, John and Rob. Registered shareholders or proxy holders entitled to vote who have not already voted were already provided with a ballot. If you've 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 one to you. I now ask each shareholder or proxy holder who has not already voted to record his or her vote. You may vote for or withhold from voting in respect of 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 their identification of ballots. Once you've finished, please raise your hand and one of the attendants will collect your ballot. Ballots to be collected? I declare the motion carried.
We'll 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 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 of the board, will take the results of the vote into account when considering future compensation policies, procedures, and decisions, and in determining whether there's a need to increase their engagement with shareholders on compensation and related matters. The text of the resolution is set out on page 20 of the management information circular.
My name is Blair Beckwith. I'm 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 20 of the management information circular, be approved.
My name is Matt Helm. I am a shareholder of the corporation. I second the motion.
Thank you, Blair and Matt. Registered shareholders or proxy holders entitled to vote who have not already voted were 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 a scrutineer will provide one for you. I now ask each of these shareholders or proxy holders to record his 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 and print your name below your signature in order to assist the scrutineers in their identification of ballots. Once you have finished, please raise your hand and one of the attendants will collect your ballot. I declare the motion approved.
My name is Jean-Michel Lemieux, and I'm a shareholder of the corporation. I move to conclude the meeting.
My name is Michael Gainey, and I'm also a shareholder of the corporation. I second the motion.
Thank you, Jean-Michel and Mike. We now put the motion to the meeting and a call for a vote by a show of hands. Will those in favor of the motion please signify by raising your hand? Any shareholders that abstain? I declare the motion carried and the meeting concluded.
Thanks to everyone joining us this morning via webcast. We will now disconnect.