Thanks and good morning everyone. So thanks for joining us for our AGM. This is now the Annual General Meeting is open. Mostly, I'm going to introduce people. We have here Russ Jones, Chief Financial Officer over there.
I have Harley Finkelstein, Chief Operating Officer. And then next to me is Joe Frasca, who is our General Counsel. So I will act as the Chairman of the meeting and Joe Frasca will act as the Secretary and will go through the various points later on. I'd also like to introduce other members of the Board of Directors. This is on behalf of Rob Ash.
Rob is our Leader, Independent Director, Chair of our Compensation Committee and Member of our Audit Committee. We have Steve Collins here with us, Chair of our Audit Committee Jamie Levine, Member of our Nominating and Governance Committee Trevor Orsig, member of both our Nominating and Governance Committee and Compensation Committee and John Phillips, a member of our Audit Committee Compensation Committee and Chair of our Nominating and Governance Committee. Price Orders Coopers as Shopify's auditors are also in attendance. And with that, I'm handing it over to Joe to go through various points. And later there will be some business discussion as well.
Thanks, Joey. So for the 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 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 and 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 Coffeyberg and Lisanne Thomas from Computershare Investor Services, our transfer agent. They're sitting over there on the left.
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. 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 have 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 66,390,076 shares, representing over 82% 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. With that, I declare this meeting 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 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 92.52% 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 circulars, directors of Shopify, the reappointment of PricewaterhouseCoopers, LLP as the auditors of Shopify and authorizing the Board of Directors precatory resolution 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 here with ballots. However, on any motion, if Tobey as Chairman of this meeting determines 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 pace of the meeting. There will be a formal scrutineers report cabled later, which will 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, 2015, and the related auditor's report. The financial statements and the auditor's report were mailed to all registered shareholders and to any shareholders that have requested a copy.
The financial statements in 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 twelvethirty onetwenty 15 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 that 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 Futke, Robert Ashe, Stephen Collins, Jeremy Levine, Trevor Olshig and John Phillips. The affirmative vote required for electing Directors each of the proposed nominees is the majority of the 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. Mr. Gagnon?
My name is Michael Guineon. I'm a shareholder of the corporation and I will move to elect each of the nominees as directors of Shopify.
My name is Dan Eveli and I'm a
shareholder of the corporation. I second the motion.
Thank you both. Each of the nominees has confirmed that he is 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 by law and no nominations were received under that by law, I declare the nomination 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 you wish to change your previous vote and have not yet received a ballot, raise your hand and a scrutineer will provide you one.
I now ask each of the shareholders or proxy holders to record his vote. You may vote for withhold from voting in respect of 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 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 other ballots to be collected?
I declare the motion carried. Appointment of auditors. Will now proceed with the appointment of the 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 shareholder of the corporation. I move the PricewaterhouseCoopers, LLP, Chartered Professional Accountants be reappointed to the auditors to be 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 of the audit committee and a shareholder of the corporation. I second the motion.
Thank you both. Registered shareholders or proxy holders entitled to vote who have not already voted were already provided with the 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 you one. Okay. I now ask each 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? 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 the 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 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 20 of the management information circular. My name is Trevor Olshag, and I'm a member of the compensation committee and 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, that the management information circular be approved.
My name is Robert Ashe. I'm Chair of the Compensation Committee and a shareholder corporation. I second the motion.
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 vote and have not yet received a ballot, please raise your hand and the scrutineer will provide you one. I now ask each shareholder or proxy holder to record his or her vote. You may vote for or against in respect of 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've finished, please raise your hand and one of the attendants will collect your ballot. Are there any other ballots to be collected? I declare the motion approved. Termination of the meeting.
My name is Dan Ebley and I'm
a shareholder of the corporation. I move to conclude the meeting.
My name is Mike Baguenio and I'm a shareholder of the corporation. I second the motion.
Thank you, Mike and Dan. We now put the motion to the meeting and call for a vote by a show of hands. With those in favor of the motion to terminate the meeting, please signify by raising their hand. Any shareholders who abstain? I declare the motion carried and the meeting terminated.
Thanks to everyone joining us this morning via webcast. We will now disconnect.