May 25, 2022
Shopify takes heat from ISS over plan to give CEO more power
We think that Shopify has a long way to fall: CEO of New Constructs
Shopify Inc.’s proposal to give special voting rights to Chief Executive Officer Tobi Lutke has run into a powerful opponent, as another prominent advisory firm tells shareholders they should reject it.
Institutional Shareholder Services Inc. said it opposes the company’s plan to grant Lutke a “founder share” that allows him to effectively control the Canadian company’s board, even if his ownership stake declines. Another proxy advisory firm, Glass Lewis & Co., is also against the proposal, which investors will vote on June 7.
The founder share would give Lutke at least 40 per cent of the voting rights at Shopify under certain conditions, including that he stays with the company. ISS noted that the CEO would keep those votes even if his equity stake is diluted to as little as 1.1 per cent.
“Canadian market best practices generally call for a following of a one share, one vote principle, with a view to alignment between economic interest and voting power at a given company,” ISS said in a report Tuesday to clients. The founder share for Lutke “requires minority shareholders to effectively embrace a multiple class share structure for even longer than was envisioned” at the time of the company’s initial public offering in 2015.
Lutke and director John Phillips already have voting control of Shopify through their ownership of unlisted Class B shares, but they stand to lose it in the future if the company continues to issue new Class A shares. The founder share for Lutke is designed to prevent that from happening.
Shopify fell 0.2 per cent to US$325.55 as of 10:23 a.m. in New York. The stock has fallen 76 per cent this year.