Institutional Shareholder Services (ISS) and Glass Lewis & Co. are both recommending that owners of the Ottawa-headquartered firm’s stock reject the proposal at its annual general meeting on June 7. With the “founder share,” CEO Tobi Lütke would have 40 per cent of the voting power at Shopify as long as he’s an executive, board member or consultant at the company and maintains a certain shareholding. (Bloomberg, The Logic)
Talking point: In separate reports, ISS and Glass Lewis said the proposal isn’t good for Shopify’s minority shareholders, but their opposition may not stop the plan. To pass, it needs a super majority of votes, plus a simple majority of non-Lütke votes; as of March 31, the CEO himself controlled 33.8 per cent of votes, while Shopify director John Phillips had 16.1 per cent of the total. By cementing a major say for Lütke as long as he stays involved, the firm argues, it is modernizing its governance structure to better fit its “long-term market opportunities.” Despite the ISS report Tuesday, Shopify’s shares opened up on the New York Stock Exchange on Wednesday, closing up 2.39 per cent. The stock is still down by more than four-fifths from its high in mid-November 2021.