Shopify : 2024 Annual Report Management Information Circular

		SECURITIES AND EXCHANGE COMMISSION
		Washington, D.C. 20549
		FORM 6-K
		Report of Foreign Private Issuer
		Pursuant to Rule 13a-16 or 15d-16 of
		the Securities Exchange Act of 1934
For the month of	May	2024
Commission File Number	001-37400

Shopify Inc.

(Translation of registrant's name into English)

151 O'Connor Street, Ground Floor

Ottawa, Ontario, Canada K2P 2L8

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

Form 40-F

X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibits

1. Shopify Inc. - Notice of Annual General and Special Meeting and Management Information Circular
2. Shopify Inc. - Proxy Form
3. Shopify Inc. - Notice and Access

Exhibit 99.1 of this Report on Form 6-K is incorporated by reference into the Registration Statement on Form F-10 of the Registrant, which was originally filed with the Commission on September 9, 2022 (File No. 333‐267353), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Securities and Exchange Commission on May 29, 2015 (File No. 333-204568), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Commission on May 12, 2016 (File No. 333-211305), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Commission on October 17, 2019 (File No. 333-234241), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Commission on July 28, 2021 (File No. 333-258230), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Commission on July 20, 2022 (File No. 333-266243) and the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Commission on September 9, 2022 (File No. 333-267364) (together, the "Registration Statements").

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				Shopify Inc.
	May 1, 2024			(Registrant)
Date:	By:	Michael L. Johnson

Name: Michael L. Johnson

Title: Corporate Secretary

EXHIBIT 99.1

NOTICE OF MEETING AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS OF SHOPIFY INC.

TO BE HELD JUNE 4, 2024

April 19, 2024

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

OF SHAREHOLDERS OF SHOPIFY INC.

To the shareholders of Shopify Inc.:

Notice is hereby given of the annual general and special meeting (the "Meeting") of the shareholders (the "shareholders") of Shopify Inc. ("Shopify" or the "Company"). The Meeting will be held online via live audio webcast and shareholders will have an equal opportunity to attend the Meeting, vote their shares, participate in real-time and ask questions, regardless of geographic location. Shareholders and duly appointed proxyholders can attend the Meeting online, vote their shares electronically, and submit questions during the Meeting by visiting www.virtualshareholdermeeting.com/SHOP2024.

Date:	June 4, 2024
Time:	10:30 a.m. (Eastern Time)
Virtual Meeting Site:	Virtual meeting via live audio webcast at www.virtualshareholdermeeting.com/SHOP2024
Business of the	(a) receiving our financial statements for the year ended December 31, 2023, including the auditor's report thereon;
Meeting:	(b) electing nine (9) directors to our Board of Directors (the "Board"), who will serve until the end of the next annual
	shareholders meeting or until their successors are elected or appointed;
	(c) re-appointing PricewaterhouseCoopers LLP as our auditors and authorizing the Board to fix their remuneration;
	(d) considering and, if deemed advisable, passing an ordinary resolution approving all unallocated options under the Stock
	Option Plan, as amended (the full text of the third amended and restated Stock Option Plan and the proposed ordinary resolution
	are attached to the Circular as Schedule "C" and Schedule "D", respectively);
	(e) considering and, if deemed advisable, passing an ordinary resolution approving the amendment and restatement of our Long
	Term Incentive Plan, as more particularly described in the attached Circular, and all unallocated awards under the Long Term
	Incentive Plan, as amended (the full text of the third amended and restated Long Term Incentive Plan and the proposed ordinary
	resolution are attached to the Circular as Schedule "E" and "F", respectively);
	(f) considering an advisory, non-binding resolution on our approach to executive compensation; and
	(g) transacting any other business that may properly come before the Meeting and any postponement(s) or adjournment(s)
	thereof.

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Shareholders at the close of business on April 23, 2024 (the record date of the Meeting) are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof.

Meeting Materials

Accompanying this Notice is the related management information circular (the "Circular") of Shopify, which provides information relating to the matters to be addressed at the Meeting. Also accompanying this Notice is a form of proxy to vote your shares.

We are using notice-and-access (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101")) to deliver the Circular and our annual consolidated financial statements to both our registered and non-registered shareholders. You will still receive a form of proxy or a voting instruction form in the mail, which you may use to vote your shares, but instead of receiving a paper copy of the Circular and our annual consolidated financial statements, you will receive a notice with instructions indicating how you can access those documents electronically, as well as how to request a paper copy.

Notice-and-access gives shareholders more choice, reduces our printing and mailing costs, and reduces materials use and energy consumption. The Circular and our annual consolidated financial statements are each available at https://materials.proxyvote.com/82509L, and on our website at investors.shopify.com, on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. All shareholders are reminded to review the Circular before voting.

You may request a paper copy of the Circular and/or our annual consolidated financial statements, at no cost to you, up to one year from the date the Circular was filed on SEDAR+. You may make such a request at any time prior to the Meeting by calling Broadridge Investor Communications Corporation ("Broadridge") at 1- 877-907-7643 or accessing www.proxyvote.com and providing your 16-digit control number. After the Meeting, requests may be made via our website investors.shopify.com/resources/request-information, by email at [e-mail] or by phone at 1-613-241-2828 ext. 1024.

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting online at www.virtualshareholdermeeting.com/SHOP2024 where they will be able to participate, vote and submit questions, all in real time, during the Meeting's live audio webcast, provided they are connected to the internet and comply with the requirements set out in the Circular. Details on how you may participate in the proceedings can be found on our website at investors.shopify.com.

Voting instructions and proxyholder appointments must be received by Broadridge by 10:30 a.m. (ET) on May 31, 2024 (or, if the Meeting is adjourned or postponed, by 10:30 a.m. (ET) two (2) business days before the day on which the Meeting is reconvened). Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may also be waived or extended by the Chair of the Meeting at his or her discretion, without notice. Beneficial (non-

SHOPIFY MANAGEMENT INFORMATION CIRCULAR ii

registered) shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary should carefully follow the instructions of their intermediary to ensure that their shares are voted at the Meeting in accordance with their instructions. If you would like a person, other than the management nominees identified on the form of proxy or voting instruction form, to attend and participate online at the Meeting as your proxy and vote your shares, including if you are a beneficial (non-registered) shareholder and wish to appoint yourself as proxyholder to vote online at the Meeting, you MUST submit your form of proxy or voting instruction form identifying and appointing such proxyholder online at www.proxyvote.com or by returning the form of proxy by mail in the enclosed business reply envelope, by the proxy cut-off.Shareholders must provide their appointed proxyholder with the EXACT NAME used for the appointment and the EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to allow appointees to access the Meeting and vote. Appointees can only be validated at the Meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER entered by the shareholder. If shareholders DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, THEIR APPOINTEE WILL NOT BE ABLE TO ACCESS AND VOTE AT THE MEETING. Beneficial (non-registered) shareholders who have not appointed themselves as proxyholder will be able to attend the Meeting online in real-time and submit questions, but will not be able to vote at the Meeting. If you are a beneficial shareholder, please refer to Section 1 - Voting Information in the Circular for additional information on how you may appoint yourself proxyholder, attend the Meeting online and vote your shares by online ballot at the Meeting.

Dated April 19, 2024.

BY ORDER OF THE BOARD OF DIRECTORS,

Michael L. Johnson

Corporate Secretary

Shopify Inc.

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Summary

This summary contains highlights of some of the important information contained in this Circular. This summary does not contain all of the information that you should consider. You should read this entire Circular before voting.

Shareholder Voting Matters

Voting	Board	For more information
Matter	Recommendation	see pages
Election of directors	FOR each nominee	13 - 25
Appointment of PricewaterhouseCoopers LLP as auditors	FOR	26 - 27
Approval of the unallocated options under the Stock Option Plan	FOR	27 - 29
Approval of Third Amended and Restated Long Term Incentive Plan	FOR	29 - 32
Advisory vote on executive compensation	FOR	32 - 33

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1. Election of Directors

(see Section 2(1) - Election of Directors)

Name	Age	Independent	Director Since	Position	Committees	Board and Committee	Other	Votes FOR in 2023
Attendance	Public
						in 2023	Boards
Tobias Lütke	43	No	2004	CEO, Shopify	-None	100%	1	98.28%
					-Lead Independent Director
					-Audit Committee
Robert Ashe	65	Yes	2014	Corporate Director	-Compensation and Talent	90.90%	1	83.07%
					Management Committee
					-Nominating and Corporate
					Governance Committee (Chair)
					-Audit Committee
Gail Goodman	63	Yes	2016	Corporate Director	-Compensation and Talent	100%	0	92.45%
					Management Committee (Chair)
					-Audit Committee (Chair)
Colleen Johnston	65	Yes	2019	Corporate Director	-Nominating and Corporate	93.33%	0	91.2%
					Governance
Jeremy Levine	50	Yes	2011	Partner at Bessemer	-Nominating and Corporate	88.88%	1	91.08%
Venture Partners	Governance
Toby Shannan	54	No	2023	Former COO, Shopify	-None	100%	0	99.33%
Fidji Simo	38	Yes	2021	CEO, Instacart	-Compensation and Talent	72.72%(1)	1	96.63%
					Management Committee
Lulu Cheng Meservey	37	Yes	New nominee	Founder and CEO,	-None	N/A	0	N/A
Rostra
Prashanth Mahendra-	54	Yes	New nominee	CFO, Uber	-None	N/A	1	N/A
Rajah

1. The Board held ad hoc meetings during 2023 that were scheduled on short notice. Ms. Simo was unable to attend certain of these meetings due to scheduling conflicts. For ad hoc strategic matters, Ms. Simo was provided with a fulsome live briefing by the Company's management and expressed support for the matters being put before the Board for discussion and approval.

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Bret Taylor is currently a director, but is not standing for re-election at the Meeting. Mr. Taylor intends to devote his time and attention to the artificial intelligence company he co-founded, Sierra Technologies, Inc. Mr. Taylor attended 100% of the Board meetings in 2023, sits on no other public boards and received 99.87% votes FOR at the Company's 2023 annual meeting of shareholders.

2. Appointing PricewaterhouseCoopers LLP as Auditors (see Section 2(2) - Appointment of Auditors)

PricewaterhouseCoopers LLP Chartered Professional Accountants ("PWC"), the present auditors of the Company, have acted as the Company's auditors since August 2011. In 2023, 99.59% of votes cast were in favor of appointing PWC as the Company's auditors.

3. Approval of the Unallocated Options under the Stock Option Plan (see Section 2(3) -Approval of the Unallocated Options under the Stock Option Plan)

The Company's existing Stock Option Plan (the "Stock Option Plan") was initially made effective on May 27, 2015 (the date of the closing of our initial public offering), was amended and restated at the Company's annual and special meeting of shareholders held on May 30, 2018, and was subsequently amended and restated at the Company's annual and special meeting of shareholders held on May 26, 2021. Therefore, the three-year term prescribed by the Toronto Stock Exchange for security-based compensation arrangements that do not have a fixed maximum aggregate of securities issuable will expire on May 26, 2024. In accordance with the terms of the Stock Option Plan, after January 1, 2026, the TSX will no longer require shareholder approval for the unallocated options under the Stock Option Plan and accordingly, if shareholder approval is obtained at the Meeting, the Company will not need to seek shareholder approval again in respect of such unallocated options. In addition to approval of the unallocated options, rights and other entitlements under the Stock Option Plan, the Company is also seeking shareholder approval for certain amendments to the Stock Option Plan.

Please see "Section 3 - Equity Plans - Third Amended and Restated Stock Option Plan" of this Circular for more information about the Third Amended and Restated Stock Option Plan, which is expected to be in effect immediately following the Meeting.

4. Approval of Third Amended and Restated Long Term Incentive Plan (see Section 2(4) - Approval of Third Amended and Restated Long Term Incentive Plan)

The Company's existing Long Term Incentive Plan (the "LTIP") was initially made effective on May 27, 2015 (the date of closing of our initial public offering), was amended and restated at the Company's annual and special meeting of shareholders held on May 30, 2018, and was subsequently amended and restated at the Company's annual and special meeting of shareholders held on May 26, 2021. Therefore, the three-year term prescribed by the TSX for security-based compensation arrangements that do not have a fixed maximum aggregate of securities issuable will expire on May 26, 2024. In accordance with the terms of the LTIP, after January 1, 2026, the TSX will no longer require shareholder approval for the unallocated awards under the LTIP and accordingly, if shareholder approval is obtained at the Meeting, the Company will not need to seek shareholder approval again in respect of such unallocated awards. In addition to approval of

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