June 9, 2022 | Editor: Martin Wennerström
Shopify CEO gets guaranteed voting power
Shopify’s 2022 AGM approved a proposal to grant special voting rights to CEO Tobi Lütke through a non-transferable founder share. The share would guarantee Lütke at least 40% of voting rights, contingent on continued employment and independent of the outsized influence that he otherwise enjoys by holding supervoting class B shares. Nearly 50% of the voting power has been thus far held by Lütke and investment firm Klister Credit Corp. In connection with the new structure, Klister agreed to convert its class B shares to non-supervoting class A shares, leaving the CEO as the sole class B shareholder. According to the articles, if class B shares fall under 5% of the total number of issued A and B shares, class B shares will convert to class A on a one-for-one basis, effectively reducing the holder’s voting power. The founder share would, however, allow Lütke to maintain his 40% voting rights despite further class A stock issuances.
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