Under the proposal, Shopify shareholders of record as of the close of business on June 22 would receive nine Class A or Class B shares for every one share held.
The tech giants plan to reward their investors with 20-for-1 stock splits, while the video game retailer said it planned to increase the total number of authorized shares from 300 million to 1 billion in order to implement a stock split in the form of a dividend. Meanwhile, the electric vehicle maker said it would authorize additional shares in order to enable its second stock split in two years, but did not specify when the stock split would take place or what the ratio of shares would be.
In addition to the stock split, Shopify's board has proposed offering its chief executive officer Tobias Lütke a non-transferable "founder share," which would give him total voting power of 40% when combined with Class B shares owned by his immediate family, his affiliates and himself. As part of the proposal, Lütke and his affiliates agree that they will not transfer their Class B shares without Lütke retaining voting control over such shares, preventing an intergenerational transfer of such voting power.
The founder share will sunset if Lütke no longer serves as an executive officer, board member or consultant for the company or if he, his immediate family and his affiliates no longer hold a number of Class A and Class B shares equivalent to at least 30% of the Class B shares currently held. In the event of a sunset, Lütke would convert his remaining Class B shares into Class A shares.
"A Special Committee of independent directors carefully and thoroughly reviewed this proposal and determined that taken together, these changes will enhance Shopify’s strategic flexibility and ability to pursue value-enhancing organic and external opportunities," Shopify's lead independent director Robert Ashe said in a statement. "Tobi is key to supporting and executing Shopify’s strategic vision and this proposal ensures his interests are aligned with long-term shareholder value creation."
Enactment of the proposals are subject to approval from at least two-thirds of Shopify shareholders. Stockholders of record as of the close of business on April 19 will be entitled to vote on the proposals at Shopify's annual meeting. Shares of Shopify have fallen more than 50% year-to-date as of the time of publication.