SHOPIFY INC. 8-K

What Happened
Shopify Inc. announced the voting results from its virtual annual general meeting held June 16, 2026. All 10 nominated directors were elected to the Board. Shareholders also approved the appointment of PricewaterhouseCoopers LLP as auditors, passed a non-binding advisory "Say on Pay" vote, and rejected a shareholder proposal to adopt an artificial intelligence policy. A press release with the results was filed as Exhibit 99.1.

Key Details

• All 10 director nominees were elected; totals varied by nominee (example: Joseph Natale received 1,534,092,144 votes for (90.45%) and 161,984,336 votes against (9.55%); other nominees recorded >96% support). There were 76,273,736 broker non-votes on director matters.
• PricewaterhouseCoopers LLP was reappointed auditor with 1,762,083,817 votes for (99.42%) and 10,266,401 votes withheld (0.58%); there were no abstentions or broker non-votes on this item.
• The advisory vote on executive compensation passed with 1,377,881,961 votes for (81.24%) and 318,194,521 against (18.76%); 76,273,736 broker non-votes were recorded.
• The shareholder proposal on an artificial intelligence policy failed, receiving 235,153,526 votes for (13.86%) and 1,460,922,955 against (86.14%); no abstentions.

Why It Matters
These results confirm governance continuity at Shopify: the incumbent slate of directors remains in place and the company retains PwC as its auditor. The favorable Say-on-Pay vote indicates a strong, though non-binding, shareholder endorsement of the company's executive compensation approach. The decisive rejection of the AI policy proposal shows shareholders did not support the specific governance changes proposed for AI oversight at this meeting.