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AGM 2021

May 26, 2021

Speaker 1

Hey, good morning, and thank you all for joining us for our 6th Annual Shareholder Meeting since becoming a public company. Let me begin by saying that Shopify is a company often by the Internet. Our employees work remotely from around the world in a now digital by design model, as we call it. So Pleased to host this meeting virtually this time. As everyone found out in the last year, a lot of things can move online that people thought very hard to move online before.

And I think this meeting is a good fit to bring online as well. And that's what we're doing. This is especially good because Shopify at this point is held globally, and this allows people from all over the world to join us here, regardless of physical location or mobility challenges and participate and submit questions and vote. The past year has no doubt been challenging as, of course, we are continuing to deal with COVID-nineteen pandemic. And we really hope that you're all staying safe and healthy during these difficult times.

So the annual meeting of shareholders is now open. And Joe Frasca will act as Chair and Secretary of this meeting. Joe, take it away.

Speaker 2

Good morning. My name is Joseph Frasca. I'm the Chief Legal Officer and Corporate Secretary. We will conduct the business portion of our meeting first and answer questions at the end of the meeting. Shareholders or duly appointed proxy holders who want to submit a question must type their question in the questions panel of the control panel on the meeting website.

Please note this meeting is being recorded. Please note that we may make forward looking statements on our call today that are based on assumptions and therefore subject to the risks and uncertainties that could cause actual results to differ materially from those projected. We undertake no obligation to update these statements You can read about these assumptions, risks and uncertainties in our filings with U. S. And Canadian regulators.

Topics of discussion on the agenda today are set out in the management proxy circular, which is also available on the Investors section of Shopify's website. We'll now proceed with the business of the meeting. I would like to introduce the people online with me today. Amy Shapiro, our Chief Financial Officer and Harley Finkelstein, our President. I would also like to introduce to you the other members of the Board who are joining us today.

Robert Asch, our Lead Independent Director, Chair of our Compensation and Talent Management Committee and Member of our Audit Committee Gail Goodman, member of our Audit Committee and our Compensation and Talent Management Committee Colleen Johnston, Chair of our Audit Committee and Member of our Nominating and Corporate Governance Committee Jeremy Levine, Member of our Nominating and Corporate Governance Committee And John Phillips, Chair of our Nominating Corporate Governance Committee and member of our Compensation and Talent Management Committee. PricewaterhouseCoopers LLP are also in attendance. They are Shopify's auditors. Also with us today are representatives from Broadridge Financial Services, whom I appoint to scrutineer this meeting. We have confirmation from Broadridge that all shareholders entitled to vote at the meeting have been sent the notice The Annual Meeting of Shareholders, a form of proxy and have received a copy of or have been provided access to the management information circular And that all registered shareholders entitled to vote at this meeting have been sent the consolidated financial statements to the corporation or 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 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'm pleased to announce that there are present by proxy a sufficient number of the voting shares to constitute a quorum. Accordingly, this meeting is regularly called and properly 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 1 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 this meeting. Approval of all resolutions on all the matters before this meeting will require an affirmative vote Of the 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 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 1, the election of the nominees presented in the proxy circular as directors of Shopify 2, the reappointment of PricewaterhouseCoopers LLP as the auditor of Shopify and authorizing the Board of Directors of Shopify to fix the auditor's remuneration. 3, the approval of unallocated options, rights and other entitlements under Shopify's Stock Option Plan and approval of certain amendments to the Stock Option Plan. 4, the approval of the unallocated options rights and other entitlements under Shopify's long term incentive plan and approval of certain amendments to the long term incentive plan.

And 5, the precatory resolution on Shopify's approach to executive compensation. All matters will be conducted by online ballot. Proxy holders and registered shareholders who are attending the meeting and who 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 to wait until the conclusion of discussion on each resolution prior to 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 a vote enclosed on all resolutions. It is important to 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. Amy Shapiro, As management's proxy nominee has voted all proxies appointing her as proxy holder. The casting of her 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 the votes cast, the results of the ballot will be included within 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 cabled later in which shall form part of the records of this meeting. I now declare the ballots open on all resolutions.

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, 2020, and the related auditor's report. The financial statements in the auditor's report were mailed or delivered pursuant to notice and access to all shareholders. 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 the meeting the financial statements of the corporation for the fiscal year ended December 31, 2020, and the related auditors report.

The first proposal 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 Luebke, 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 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 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. I now move to elect each of the nominees. 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. As the corporation has adopted an advanced notice by law and no nominations were received under that by law, I declare the nominations closed.

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. I now ask each of these shareholders or proxy holders to Proposal 2 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 against in respect to this motion as indicated on the online ballot.

Proposal 3 is the approval of all unallocated options under our stock option 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 3 years for all unallocated options, rights or 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 3 year term prescribed by the TSX will expire for the stock option plan on May 30, 2021, a resolution is being placed the shareholders to approve the unallocated options. This approval will be effective for 3 years from the day 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 second amendment and restatement of the corporation's stock option plan is provided in Pages 24 to 26 of the management information circular that has been provided in connection with this meeting. The form of the amended and restated stock option plan is set out in Appendix A of the management information circular and the full text of the resolution is set out in Appendix B. Approval of this resolution will require an affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy of this meeting. You may vote for or against in respect to this motion as indicated on the online ballot. If you have not already voted, please record your vote now.

Proposal 4 is the approval of all unallocated awards under our long term incentive plan And the approval of certain amendments to the plan. Our long term incentive plan does not have a fixed maximum aggregate of securities issuable, And therefore, every 3 years, the approval of our Board of Directors and shareholders is required for unallocated options rights or other entitlements under the rules of the Toronto Stock Exchange. As the 3 year term prescribed by the TSX will expire for the long term incentive plan on May 30, 2021, a resolution is being placed before the shareholders to approve the unallocated awards. This approval will be effective for 3 years from the date of the meeting. In addition, the corporation is 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 all unallocated awards and the second amendment and restatement of the corporation's long term incentive plan is provided in Pages 27 to 29 of the management information circular that has been provided in connection with this meeting. The form of the 2nd 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 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 2nd 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 thereon. You may vote for or against in respect to this motion as indicated on the online ballot.

Proposal 5 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 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 upon the Board of Directors. However, the Board and in particular, the Compensation and Talent Management Committee We'll 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 related matters. The text of the resolution is set on Page 30 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. The polls are now closed. I'm advised by the scrutineers that based on the preliminary tabulations of proxies received, More than a majority of the votes attaching to the shares conferring the right to vote at the meeting voted in favor of each resolution.

Therefore, all resolutions have been approved By at least the majority of votes cast at the meeting is required. Accordingly, I declare that the motions are carried and hereby approved. This concludes all matters before our annual meeting, and I now declare the annual meeting terminated. Thanks to everyone for joining us this morning. Shopify's Chief Financial Officer, Amy Shapiro, will now present an overview of key accomplishments in 2020.

This presentation will be followed by the question and answer portion of this meeting.

Speaker 3

Good morning, everyone. We appreciate you taking the time to join us this morning as we look back on 2020, a year that was far from ordinary and that changed all of us in several ways, How we work and how we buy things being first among them. For Shopify, 2020 can be viewed as a year in 3 parts, Each of which highlights what makes Shopify special. Let's start with March of 2020, when the World Health Organization declared COVID a global pandemic. As shareholders, you are all well aware that Shopify is a mission driven company that aims to make commerce better for everyone.

As an entrepreneurship company, we do this by helping merchants to start and grow their businesses. When COVID threw them a curveball and brick and mortar Retailers suddenly had to close their doors for who knew how long, Shopify sprung into action. We threw our best laid plans aside to focused on getting merchants online, getting them discovered and getting their goods to buyers. Our rapid product launches in the first half of last year did exactly this. We expanded capital from being U.

S. Only to merchants in Canada and the U. K. We made gift card capabilities available to all merchants on all plans to facilitate their near term cash flow. We expanded our free trial from 14 days to 90 days to ease the burden merchants were already facing.

We introduced curbside pickup to our retail merchants, a feature that already existed, but few were leveraging. We worked with governments around the world to help ease transition to digital commerce for their constituents businesses. And we were early to close our offices to keep employees safe and healthy. We were well prepared to do this given the remote tools we were already using heavily pre COVID. The inundation of e commerce triggered by COVID Gave rise to 100 of 1000 of new merchants on our platform, looking for ways to connect to buyers in a suddenly socially distanced world.

More time at home meant more time online in all kinds of virtual spaces and we continue to make sure Our merchants could connect with their buyers in as many ways as possible. We added channels through marketplaces, social media, Improved brick and mortar and launched our own shopping app, Shop, which makes even the smallest merchant easily accessible through an app on millions of buyers' mobile Providing these merchants valuable virtual real estate, they would be unlikely to ever secure on their own. Removing friction at every point in the buyer journey is critical to success at scale and we made progress on easing the payments process as well. We made Shopify payments work with locally preferred payments methods. We made it possible for merchants to offer their own Shopify payments checkout on buy on Google And we introduced shop pay installments.

Buy now pay later methods have shown to not only be helpful to conversion and cart sizes, But also an increasingly popular way to pay. So we are excited to see it launch more broadly this year. We are very proud that our efforts as our employees worked tirelessly throughout the year made a difference to how 2020 turned out for many small businesses. In a year when the world economy contracted severely, our merchants, partners and we ourselves persevered. It was not an easy year for any of us.

It was incredibly difficult. But as a wise man once said, the harder the conflict, the more glorious the triumph. While it is far too early to declare victory, we achieved incredible things on behalf of our merchants. More than $300,000,000,000 of business activity stems from Shopify merchants in 2020. In a year when global GDP shrunk 3.5%, This impact can be felt.

This same activity supported 3,600,000 jobs worldwide, Which is 1.5 times the number of jobs the U. S. Retail sector lost due to COVID. GMV, which represents our merchant sales, Almost doubled over 2019 to nearly $120,000,000,000 Our partners revenue grew 82% over to $12,500,000,000 as they worked equally hard to digitally empower merchants. Now while the $2,900,000,000 Shopify achieved in revenue in 2020 looks small in comparison.

It was 86% higher than it was in 2019. And finally, while it was easier in 2020 to reduce our operational CO2 emissions with everyone working from home, We are committed to continue reducing emissions where we can. Where we cannot, we will continue to offset or remove CO2 associated with our operations. We are serious about impact here, which is why we are so focused on purchasing from providers The success of scale we believe will make a greater impact battling climate change than some of the conventional alternatives. These are accomplishments all of us should be proud of.

The level of support we have been able to offer entrepreneurship would be impossible without your support as shareholders, Some of you from 2015 when our revenue was barely over $200,000,000 Thank you. We hope you will stick with us

Speaker 2

Thank you, Amy. I would now like to open it up for questions from our shareholders and duly appointed proxy holders. Shareholders or duly appointed proxy holders who want to submit a question must type their question in the questions panel of the control panel on the meeting website. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized or answered together. The first question, Are you planning a stock split to make Shopify shares more affordable for retail shareholders?

I'll direct this question to our Chief Financial Officer, Amy Shapiro.

Speaker 3

Thanks, Joe. There are currently no plans to split the stock and we don't speculate on capital markets matters. However, I can say because investors play an important role in helping Shopify carry out its mission to make commerce better for everyone, We do evaluate different opportunities within the capital markets on an ongoing basis.

Speaker 2

Thanks, Amy. The next question is, What is Shopify doing to address the effects of climate change? Do you plan on publishing emissions targets? If not, why not? I will direct this question to the Chair of our Nominating and Corporate Governance Committee, John Phillips.

Speaker 4

Thanks, Joe. We're building a company for the next 100 years. So we need to play an active role and making a low carbon future a reality. This is reflected in the way we manage Shopify's operations as well as in our efforts to mitigate the broader effects of climate change. Shopify's Nominating and Corporate Governance Committee oversees the company's ESG strategy and initiatives that are significant to Shopify.

The key elements of Shopify's climate change strategy include a commitment to carbon neutral operations. We purchased carbon offsets to cover our entire historical operational footprint. We operate in renewable powered buildings in Canada And are purchasing renewable energy certificates for our employee home offices as they work remotely on a permanent basis. We run our platform entirely on Google Cloud, which is powered by renewable energy. And we purchased carbon offsets for all of our corporate travel emissions.

Another element of our strategy is Shopify's Sustainability Fund, which we launched in 2019 to combat climate change. In 2020, we directed the first $5,000,000 of the sustainability fund toward the most promising and impactful technologies and projects. At least $1,000,000 of this is earmarked for carbon sequestration to kick start the carbon removal market. In addition to committing to carbon neutral operations and rather than purchasing potentially low quality offsets to try to honor a time constrained emissions target. We are focused on finding and investing in high quality, Long term carbon removal solutions and catalyzing innovations We believe can truly reverse climate change.

Speaker 2

Thanks, John. As there are no more questions that are germane to the meeting, I'd like to call the call to an end. And on behalf of management, our Board of Directors and everyone at Shopify, I would like to thank everyone for joining us today. You can always contact us by email at irshopfly.com. We look forward to meeting you at next year's meeting.

Thanks everyone.

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