Shopify Inc. (SHOP)
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AGM 2024

Jun 4, 2024

Tobi Lütke
CEO, Shopify

Good morning, everyone, and thank you for joining us for our Annual General Meeting of Shareholders. Our team and employees work remotely in a Digital by Design model, so we are pleased to host today's meeting through this virtual platform here. This allows all our shareholders, regardless of physical location or mobility challenges, to participate and to vote. Our annual meeting of the shareholders is now open. Mike Johnson, our Corporate Secretary, will act as Chair and Secretary of this meeting. Mike, please take it away.

Mike Johnson
Corporate Secretary, Shopify

Thank you, Tobi. Good morning. My name is Mike Johnson. I'm the Corporate Secretary of Shopify. We will conduct the business portion of our meeting first and answer questions on the proposals at the end of the meeting. We will address questions in accordance with our meeting protocol. Related questions may be grouped, summarized, or answered together, and we will only address questions that are relevant to the proposals being voted on today. Please note that this meeting is being recorded. I would like to point out that the discussion during today's meeting may contain forward-looking statements that are based on assumptions and subject to important risks and uncertainties that could cause actual results to differ materially from those projected. The details of our caution regarding forward-looking statements are on the current slide and can be found in our public disclosure.

The Notice of Meeting was mailed to shareholders of record as of April 23, 2024. The matters to be considered at today's meeting are set out in the Notice of Meeting and Management Information Circular, which are also available on the Investors section of Shopify's website and on SEDAR+ and EDGAR. We have confirmation from Broadridge that all shareholders entitled to vote at the meeting have been sent the Notice of Meeting, a form of proxy, and have received a copy of, or been provided access to the Management Information Circular, and that all shareholders entitled to vote at this meeting have been sent Shopify's consolidated financial statements or been provided access to them. We direct that a copy of each of these documents, along with the Affidavit of Broadridge Financial Solutions, be kept by the Secretary in the records of the company.

Accordingly, I will dispense with the reading of the Notice of Meeting, and we will now proceed with the business of the meeting. I would like to start by introducing the members of management who are joining us today. Tobi Lütke, our Chief Executive Officer, Jeff Hoffmeister, our Chief Financial Officer, Harley Finkelstein, our President, and Jess Hertz, our General Counsel. We are also joined by members of our Board of Directors. Robert Ashe, our Lead Independent Director, Chair of our Nominating and Corporate Governance Committee, and member of our Audit and Compensation and Talent Management Committees. Gail Goodman, Chair of our Compensation and Talent Management Committee, and member of our Audit Committee. Colleen Johnston, Chair of our Audit Committee, and member of our Nominating and Corporate Governance Committee, and Toby Shannan. PricewaterhouseCoopers LLP, Shopify's auditors, are also in attendance.

Also with us today are representatives from Broadridge Financial Solutions, whom I appoint as scrutineers of the meeting. 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 or represented by proxy, irrespective of the number of persons actually present at the meeting. I am pleased to announce that there are present by proxy a sufficient number of voting shares to constitute a quorum. Accordingly, this meeting is regularly called and properly constituted for the transaction of all business for which it is called. Each Class A subordinate voting share confers upon its holder one vote on all matters before the meeting, and each Class B multiple voting share confers upon its holder 10 votes on all matters before the meeting.

The founder share provides a variable number of votes that represent, when combined with other voting shares owned or controlled by our CEO, his immediate family and affiliates, not less than 40% and not more than 49.9% of the aggregate voting power attached to all of Shopify's outstanding voting shares. Further information about the founder share is provided in the Share Structure section of Shopify's Management Information Circular. Approval of the resolutions before this meeting will require the affirmative vote of a majority of the votes cast by shareholders, voting together as a single class, present or represented by proxy at this meeting.

I'm advised by the scrutineers that based on the preliminary tabulation of proxies received, more than a majority of the votes attaching to the shares conferring the right to vote at the meeting will be voted in favor of, one, the election of the director nominees presented in the proxy circular, two, the reappointment of PricewaterhouseCoopers LLP as the auditors of Shopify, three, the approval of the unallocated options under Shopify's Stock Option Plan as amended, four, the approval of Shopify's amended and restated long-term incentive plan and the unallocated awards under the long-term incentive plan, as amended, and five, the non-binding advisory resolution on Shopify's approach to executive compensation. All matters will be conducted by online ballot.

Proxy holders and registered shareholders who are attending this meeting and have not previously provided us with their proxies have the ability to vote by online ballot for each item on the agenda. The ballots will be open for all resolutions at the same time. This allows you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution before casting your vote. Once discussion on all items of business has concluded, I will give you a few moments to enter your votes and then declare voting closed on all resolutions. Please keep in mind that if you have already submitted your vote by proxy, submitting an online ballot will revoke and replace your prior vote. If you have already voted or sent in your proxy, you do not need to take any further action.

Management's proxy nominees have voted all proxies appointing them as proxy holders. The casting of the online ballot results in the approval of all matters put before this meeting, notwithstanding the ballot being taken. Therefore, as Chair of this meeting, for any motion for which I determine 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 in the minutes of this meeting and will also be filed on SEDAR+ and EDGAR. The formal scrutineers' report will form part of the record of this meeting. I now declare the ballots open on all resolutions.

The first item on the agenda for today's meeting relates to the receipt of Shopify's Consolidated Financial Statements for the fiscal year ended December 31, 2023, and the related auditor's report. The financial statements and the auditor's report were delivered pursuant to notice and access to all shareholders or mailed if requested, and 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 the financial statements and related auditor's report in the minutes of this meeting. Moving on now to the proposals being voted on today. The first proposal is the Election of Shopify's Directors. Our management information circular sets out the list of nine nominees for election to the Board of Directors.

Each of the nominees has confirmed that he or she is prepared to serve as a director of Shopify and qualifies as a director under Shopify's bylaws. All nominees, with the exception of Lulu Cheng Meservey and Prashanth Mahendra-Rajah, are currently members of our board of directors. The nominees standing for election as directors are the following: Tobias Lütke, Robert Ashe, Gail Goodman, Colleen Johnston, Jeremy Levine, Prashanth Mahendra-Rajah, Lulu Cheng Meservey, Toby Shannan, and Fidji Simo. As the company has adopted an advanced notice bylaw and no nominations were received under that bylaw, I declare the nominations closed. The affirmative vote required for electing each of the proposed director nominees is a majority of the votes cast by shareholders, voting together as a single class, present or represented by proxy at this meeting.

The term of office for 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. I now move to elect each of the nominees. Registered shareholders and proxy holders entitled to vote may now access their online ballots. If you have not already voted, please use your online ballot. If you have already submitted your vote by proxy, submitting an online ballot will revoke and replace your prior vote. You may vote for or against in respect of each individual nominee, as indicated on the online ballot. If you have not already voted, please record your votes now.

The second proposal is the reappointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, 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. You may vote for or withhold in respect of this motion, as indicated on the online ballot. If you have not already voted, please record your vote now. The third proposal is the approval of the unallocated options under Shopify's Stock Option Plan. The rules of the Toronto Stock Exchange require that Director and Shareholder approval be obtained every three years for all unallocated options, rights, or other entitlements under a security-based compensation arrangement that does not have a fixed maximum number of securities issuable, which is the case with our stock option plan.

As the three-year term prescribed by the TSX expired for the stock option plan on May 26, 2024, a resolution is being placed before shareholders to approve the unallocated options. In accordance with the terms of the stock option plan, after January 1, 2026, the TSX will no longer require shareholder approval of the unallocated options under the stock option plan. Additional details with respect to the approval of the unallocated options is provided on Pages 27-29 of the Management Information Circular. The form of the third amended and restated stock option plan is set out in Schedule C of the circular, and the full text of the resolution is set out in Schedule D. We will now proceed with a motion to approve the unallocated awards under the stock option plan.

Approval of this resolution will require the 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. You may vote for or against in respect of this motion, as indicated on the online ballot. If you have not already voted, please record your vote now. Proposal four is the approval of the unallocated awards under Shopify's Long- Term Incentive Plan and the approval of certain amendments to the plan. As noted for the stock option plan, the rules of the Toronto Stock Exchange require that director and shareholder approval be obtained every three years for all unallocated awards under a security-based compensation arrangement that does not have a fixed maximum number of securities issuable, which is also 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 26, 2024, a resolution is being placed before the shareholders to approve the unallocated awards. In accordance with the terms of the long-term incentive plan, after January 1, 2026, the TSX will no longer require shareholder approval for the unallocated options under the long-term incentive plan. The company is also seeking approval of certain amendments to the long-term incentive plan that have been previously approved by our board of directors. Additional details with respect to the approval of the unallocated awards and the amendment and restatement of the long-term incentive plan is provided on Pages 29-32 of the Management Information Circular.

The form of the third amended and restated long-term incentive plan is set out in Schedule E of the circular, and the full text of the resolution is set out in Schedule F. We will now proceed with a motion to approve the adoption of the third amended and restated long-term incentive plan in the form provided in Schedule E of the circular, as well as the unallocated awards thereunder. Approval of this resolution will require the 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. You may vote for or against in respect of this motion, as indicated on the online ballot. If you have not already voted, please record your vote now.

We will now move to the fifth and final item on the ballot, which is a non-binding advisory resolution on the company's approach to executive compensation. Approval of this resolution will require the affirmative vote of a majority of the votes cast by shareholders, voting together as a single class, present or represented by proxy at this meeting. Since this is an advisory vote, the results will not be binding. However, the board and the Compensation and Talent Management Committee will take the results into account when considering future compensation policies, procedures, and decisions, and in determining our approach to engagement with shareholders on compensation and related matters. The text of the advisory resolution is set out on Page 32 of the Management Information Circular. You may vote for or against in respect of this motion, as indicated on the online ballot.

If you have not already voted, please record your vote now. For those of you who have not voted on all of the resolutions, please do so now. I will close the polls on all resolutions in a moment. The polls are now closed. I am advised by the scrutineers that, based on the preliminary tabulation of proxies received, all resolutions have been approved by the required number of votes cast at the meeting. Accordingly, I declare that the motions are carried and hereby approved. This concludes all matters before the meeting, and I now declare this annual meeting closed. Thanks to everyone who joined us this morning. Shopify's Chief Financial Officer, Jeff Hoffmeister, will now present an overview of Shopify's key accomplishments in 2023. This presentation will be followed by the question-and-answer portion of the meeting.

Jeff Hoffmeister
CFO, Shopify

Hello, everyone, and thank you for joining us. As we've done previously for our annual meeting, let's start with revisiting all that we accomplished last year and then discuss some of the progress that we've already made in 2024. Shopify continues to innovate and enhance our commerce platform that accelerates the power of entrepreneurship and fuels our merchants' success. We're helping millions of merchants start and scale their businesses globally. We added to our incredible roster of merchants, bringing on more diverse businesses across verticals, geographies, and channels. Brands like Carrier, Nike Strength, Dollar Shave Club, Banana Republic Home, Authentic Brands Group, Tim Hortons, Guthy-Renker, Coach Outlet, Skullcandy, Oscar de la Renta, and Everlane, to name a few. Our merchants delivered strong growth, and Shopify is working continuously to power their success online, offline, and everywhere in between, as commerce continues to evolve rapidly.

We have continued to earn their trust through our product innovation, incredible value, and reliability, making our unified commerce operating system the most critical piece of technology they utilize. In 2023, we reshaped Shopify to be more nimble, more agile, and thereby able to innovate even faster. As showcased by our biannual editions, we launched over 200 new features and updates to our products and platform just last year. And as a result, our merchants continued to find success, growing sales and using more of our mission-critical tools to run their businesses. Their success fueled our success. Revenue hit $7.1 billion, up 26% year-over-year, with Q4 surpassing $2 billion, delivering the largest revenue quarter in our history. Gross profit dollars for 2023 grew 28%, with Q4 being the first quarter in our history where our gross profit exceeded $1 billion.

Finally, we generated free cash flow of $905 million for the year, equating to 13% of revenues, successfully growing both free cash flow dollars and free cash flow margin sequentially each and every quarter throughout 2023. Our merchant-first focus on product innovation, combined with our enhanced go-to-market, drove an incredible amount of solutions and enhancements in 2023. The continued success of our existing products, coupled with our product innovation engine, means that we now have even more avenues for robust, durable growth. A few notable highlights from last year include the following: We continued to unlock the connectivity of the platform to sell wherever buyers are with products like Shopify Collective and the Marketplace Connect app. We integrated Shop Pay Installments into point-of-sale, rolled out a point-of-sale terminal for enterprise, and made Markets Pro generally available in the U.S.

We are making it even easier for merchants to run and manage a business using tools that are crafted to be simple and intuitive to enable them to focus on what matters most, their product. We launched Shopify Bill Pay, enhanced Shopify Tax to enable more functionality, particularly helpful to large enterprises, upgraded our Checkout Extensibility , and rolled out One-Page Checkout to make the world's best-converting checkout even faster. We made it easier for merchants to discover and engage with their customers. We continued to enhance the Shop App with new features, including Shop Cash and enabling the Shop App for the web. We also increased our advertising platform partners for Audiences to include TikTok, Snap, Pinterest, and Criteo. We continued to expand the on-ramps for merchants into Shopify to thrive at any stage of their growth journey.

Last year, we enabled two new ways for merchants to choose Shopify.

For retailers who primarily operate in physical locations, the Retail Plan. For larger volume enterprise plans looking for composability, Commerce Components by Shopify. Earlier this year, we also introduced a new plan that provides enterprises even more optionality, providing a plan that enables them to build with the highest velocity across either full stack, composable, or headless. IDC, for their MarketScape 2024 Mid-Market Assessment, placed Shopify in the leader category, ahead of dozens of other software companies. All of this while also being recognized by Gartner as a Magic Quadrant leader for enterprise, placing us as the highest in our ability to execute. We also expanded and deepened our ecosystem of partners to include system integrators like IBM and Cognizant.

We signed a commercial agreement with Flexport, launched Built for Shopify, partnered to bring the Amazon Buy with Prime app into our ecosystem, and enabled a deeper integration with Adyen for enterprise. Finally, we launched our suite of AI-powered tools known as Shopify Magic, launched an AI shopping assistant on our Shop app, and further embedded AI tools within Shopify to increase productivity and streamlined administrative tasks that have saved our merchants and our team thousands of hours of work, enabling us to ship faster and make great decisions quicker. A core pillar of Shopify's mission to make commerce better for everyone is to bring merchants, customers, and climate entrepreneurs together in the fight against climate change. Our sustainability fund, which now has 40 partners, directs capital towards the most promising technologies to mitigate the impact of our operations on the environment and fight climate change.

To date, we have committed $58.2 million through our fund. This includes buying 84,400 tons of durable carbon removal. Since the launch of the Planet app in 2022, an app that Shopify merchants can use to zero out their shipping emissions, we facilitated 24.8 million in carbon-neutral shipments and 20,100 tons of carbon dioxide removal. For the fourth straight year, Shopify neutralized the carbon emissions from shipping for every single order made on the Shopify platform over the global Black Friday, Cyber Monday shopping weekend, with more than 56,000 tons of carbon credits funded by Shopify to counteract carbon emissions. Quickly touching on 2024. We have started off this year incredibly strong, building on our momentum from 2023.

With our recent Q1 results just over a month ago, we have delivered four straight quarters of growing revenue over 25%, excluding logistics. We have talked a lot about the new shape of Shopify and how it's enabling us to drive greater growth and profitability at a larger scale, and it's working. Revenues grew 29% on a pro forma basis, excluding logistics, and we delivered free cash flow margin of 12%, doubling the free cash flow margin from Q1 of 2023. Shopify Payments and Shop Pay both continued to increase penetration globally. We're making significant strides in our offline, enterprise, and B2B sectors. Our efforts towards international growth are yielding positive results, and our attach rate is expanding.

Over the past years, Shopify has successfully catered to both startups and large companies, consistently expanding our merchant base through strategic investments in valuable products and effective marketing strategies. As we proceed through 2024, we will maintain our focus on marketing opportunities that meet our payback periods and drive incremental growth in 2025 and beyond. Reflecting on 2023, it was a remarkable year that showcased strong financial outcomes stemming from our commitment to delivering fast, reliable, and unified software solutions to a growing global merchant base. Looking ahead, Shopify is continuing to drive sustained growth with discipline, improving operational efficiency, and pivotal investments in product development and marketing to foster entrepreneurship and advance global commerce. We greatly value your partnership and investment as we move forward, and thank you for your continued support.

Carrie Gillard
Director of Investor Relations, Shopify

Thanks, Jeff. My name is Carrie Gillard, Director of Investor Relations for Shopify, and I will be moderating the Q&A portion of the meeting. Let's open it up. Please type in your questions in the Ask a Question box of the control panel on the meeting website. We will address questions in accordance with our meeting protocol and relevant to the business of the meeting. For questions read out loud, they may be grouped, summarized, or answered together, and we will only address questions that are relevant to the proposals being voted on today. I will now pause to review and prepare any questions we have received.

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