Business
Shopify Announces Receipt of Final Order and Implementation of Updated Governance Structure
Internet, Everywhere--(Newsfile Corp. - June 10, 2022) - Shopify Inc. (NYSE, TSX: SHOP), a provider of essential internet infrastructure for commerce, today
About this update from Shopify Inc.
[{"type":"text","content":"Internet, Everywhere--(Newsfile Corp. - June 10, 2022) - Shopify Inc. (NYSE, TSX: SHOP), a provider of essential internet infrastructure for commerce, today announced that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the previously announced plan of arrangement under the Canada Business Corporations Act (the \"Arrangement\"), effecting amendments to the Company's articles of incorporation to update its governance structure.\nAs explained more fully in the Company's management information circular dated April 11, 2022 (the \"Circular\"), the updated governance structure provides for the creation of a new class of share, designated as the Founder share, and the issuance of such Founder share to the Company's Founder and Chief Executive Officer, Mr. Tobias Lütke. The Arrangement also effects a conversion of all Class B multiple voting shares held by Klister Credit Corp. into an equal number of Class A subordinate voting shares, bringing the voting power of the Class A shares to 59% of the total voting power attached to the Company's outstanding shares.\nAs a result of the Arrangement, the Company's authorized share capital now consists of one Founder share, an unlimited number of Class A subordinate voting shares, an unlimited number of Class B multiple voting shares (which will now be described as Class B restricted voting shares), and an unlimited number of preferred shares, issuable in series. This modernized structure will keep the Company's governance aligned with Shopify's long-term market opportunities, ensuring that Shopify remains mission-driven, merchant-obsessed, and focused on long-term value creation.\nPursuant to the final order, the Company filed articles of arrangement and a certificate of arrangement was issued, making the amendments effective as of June 9, 2022. Further details of the Arrangement are contained in the Circular, which is available on Shopify's profile on SEDAR at www.sedar.com and under the Company's profile on EDGAR at sec.gov, and on our website at investors.shopify.com.\nEarly Warning Disclosure\nThis additional disclosure is being provided pursuant to National Instrument 62-103 -The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed by Mr. Lütke with the regulatory auth...