MERCADOLIBRE INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
CHECK THE APPROPRIATE BOX:
Filed by the Registrant ☒ Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Notice of Annual Meeting of Stockholders to be held on June 5, 2024
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DATE TIME
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LOCATION
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RECORD DATE
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Wednesday, June 5, 2024
at 1:00 p.m, Eastern Time
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www.virtualshareholdermeeting.com/MELI2024,
where stockholders will be
able to listen to the meeting live, submit questions and vote online.
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April 9, 2024
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Items of business:
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1
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To elect the nominees for Class II directors recommended by our board of directors, to serve until the 2027 Annual Meeting of Stockholders, or until such time as their respective successors are elected and qualified;
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2
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To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2023;
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3
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To ratify the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
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4
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To transact such other business as may properly come before the meeting.
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Whether or not you plan to attend the meeting, please read our 2024 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 2023 Annual Report to Stockholders on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”) contains information about MercadoLibre, Inc. (the “Company” or “MercadoLibre”) and our financial performance. Voting on the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. Using the Internet or telephone saves us money by reducing postage and proxy tabulation costs. Please provide your voting instructions by the Internet, telephone, or by returning a proxy card or voting instruction card.
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By order of the board of directors,
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Jacobo Cohen Imach
Sr. Vice President,
General Counsel and Secretary
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MercadoLibre
2024 Proxy Statement
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3
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Internet Availability of Proxy Materials
Under U.S. Securities and Exchange Commission (“SEC”) rules, we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. The Notice of Internet Availability mailed to our stockholders contains instructions on how to access our proxy materials, including our proxy statement and our 2023 Annual Report. The Notice of Internet Availability also instructs you on how to access your proxy card to vote through the Internet or by telephone.
This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the annual meeting and help conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
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LIVE WEBCAST
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WEBCAST STARTS
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REPLAY
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www.virtualshareholdermeeting.com/MELI2024
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at 1:00 p.m., June 5, 2024 Eastern Time
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available until June 5, 2025
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Questions
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FOR QUESTIONS REGARDING:
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YOU MAY CONTACT:
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2024 Annual Meeting
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MercadoLibre Investor Relations, by going to
https://investor.mercadolibre.com/contact-ir/
and submitting your question or request
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Voting Stock Ownership
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Computershare
Regular Mail: PO BOX 43078, Providence, RI, 02940-3078, USA
Courier Delivery: 150 Royall St., Suite 101, Canton, MA 02021
888 313 1478 (U.S. investors)
+1 (201) 680 6578 (Non-U.S. investors)
www.computershare.com/investor
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As of the date of this proxy statement, our board does not know of any matters to be presented at the 2024 Annual Meeting other than those specifically set forth in the Notice of 2024 Annual Meeting of Stockholders and this proxy statement. If other proper matters, however, should come before the 2024 Annual Meeting or any adjournment thereof, the proxies named in the enclosed proxy card intend to vote the shares represented by them in accordance with their best judgment in respect of any such matters.
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MercadoLibre
2024 Proxy Statement
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Letter from our Chairman and Chief Executive Officer
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Compounding is a concept that is familiar to investors, and the returns generated for shareholders by MercadoLibre are a good example of this concept at work. Compounding is also a good way to look at the investments we have been making in technology and product development over many years. These investments drive innovation and, over time, a significant number of these innovations compound into a fantastic and constantly improving user experience. This is reflected in the growth of the number of people that choose the MercadoLibre Marketplace as their platform to buy or sell goods, and Mercado Pago as the platform to manage their finances. In 2023, unique active buyers
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reached 85 million, growing at their fastest rate (15% year over year) since 2020, whilst Fintech monthly active users
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showed even more impressive growth of 32% year over year at the end of 2023. These are foundations that will support our future growth.
We operate in a region that has significant growth opportunities; Latin America has a combined population of more than 650 million and a GDP of more than $6 trillion. This leaves considerable room for growth as we continue to scale our user base. We believe that we are uniquely positioned to capitalize on these growth opportunities as the region's leading e-commerce platform and one of its leading fintechs. Core to achieving this is building competitive advantages through investment in technology and this continues to be one of our guiding principles.
On behalf of the board of directors, I would like to express our appreciation for your continued interest in MercadoLibre. We look forward to your attendance at the 2024 Annual Meeting of Stockholders or receiving your proxy vote.
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Sincerely yours,
Marcos Galperin
Chairman of the Board, President
and Chief Executive Officer
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1
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Unique active buyers is defined as users that have performed at least one purchase on the Mercado Libre Marketplace during the reported period.
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2
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Fintech Monthly Active Users: defined as Fintech payers and/or collectors as of March 31, 2024, that, during the last month of the reporting period, performed at least one of the following actions during such month: 1) made a debit or credit card payment, 2) made a QR code payment, 3) made an off-platform online payment using our checkout or link of payment solutions while logged in to our Mercado Pago fintech platform, 4) made an investment or employed any of our savings solutions, 5) purchased an insurance policy, 6) took out a loan through our Mercado Credito solution, or 7) received the payment from a sale or transaction either on or off marketplace.
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MercadoLibre
2024 Proxy Statement
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An Ecosystem for
Consumers and Merchants
MercadoLibre is the largest online commerce ecosystem in Latin America based on unique visitors and orders processed. In addition to Commerce, MercadoLibre also offers a wide array of financial services through the MercadoPago Fintech business. We are present in 18 countries. Our platform is designed to provide users - both consumers and merchants - with a complete portfolio of services to facilitate commercial transactions both digitally and offline, with the purpose of democratizing commerce and financial services across Latin America. Through its platforms, MercadoLibre provides its users with robust online commerce and digital financial tools that not only contribute to the development of a large and growing ecommerce community in Latin America, but also foster entrepreneurship, social mobility and financial inclusion.
We offer our users an ecosystem of integrated e-commerce and digital financial services:
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MercadoLibre
2024 Proxy Statement
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An Ecosystem for Consumers and Merchants
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Forward-Looking Statements
Any statements herein regarding MercadoLibre, Inc. that are not historical or current facts are forward-looking statements. These forward-looking statements convey MercadoLibre, Inc.’s current expectations or forecasts of future events. Forward-looking statements regarding MercadoLibre, Inc. include, but are not limited to, statements regarding MercadoLibre, Inc.’s expectations, objectives and progress against strategic priorities, initiatives and strategies related to our products and services, business and market outlook, opportunities, strategies and trends, impacts of foreign exchange, the potential impact of the uncertain macroeconomic and geopolitical environment on our financial results, customer demand and market expansion, our planned product and services releases and capabilities, industry growth rates, future stock repurchases, our expected tax rate and tax strategies, the impact and result of pending legal, administrative and tax proceedings, and other factors that may cause MercadoLibre, Inc.’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” and “Special Note Regarding Forward-Looking Statements” sections of MercadoLibre, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, and any of MercadoLibre, Inc.’s other applicable filings with the Securities and Exchange Commission. Unless required by law, MercadoLibre, Inc. undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof.
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
We act today for sustainable development in Latin America
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We are entrepreneurs who know that sustainability is a path of continuous improvement,
with many challenges ahead but with a clear focus: the time to act is now.
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At MercadoLibre, we believe that sustainability involves every area of our business. It is a commitment that we renew every day, every time we take risks to innovate, achieve scale and generate a transformational impact.
We believe that fast pace growth enables us to foster and enhance the positive socioeconomic impacts of our business, driving commercial and financial inclusion, and contributing to the prosperity of our communities. It also requires us to be increasingly efficient and innovative to reduce the environmental impact throughout the value chain. We focus on the best we can do today to continue to grow responsibly. It is a path of continuous, collective improvement, and one with many challenges ahead in such a dynamic and exponential industry. But our focus remains clear: the time to act is now.
Under this premise, our strategy has three main focus areas of action:
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Socioeconomic
development and
inclusion
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Social Empowerment
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Environmental
Strategy and
Innovation
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We promote enterprises and triple-impact brands within our ecosystem, helping their commercial development and providing visibility, specifically in segments where geographical distance or digital, gender or racial factors make it harder to access our platforms. We also aim to drive female entrepreneurship through education and financial inclusion, addressing two of the major hurdles that persist for female entrepreneurs when scaling their businesses. Our solutions ecosystem is a key factor for the digital inclusion of social organizations, as well as boosting their ability to raise funds.
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We want to broaden access not just to the solutions on our platform, but also to the science and technological industry in general, by providing individuals with thousands of opportunities to study, do business or work. We believe that the best way to democratize these opportunities is through education, and we therefore seek to bring a wide array of educational content to thousands of young people in the region, enabling them to develop skills and imagine possible futures in the broad universe of technology, in collaboration with their peers.
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We recognize that our growth creates its own environmental challenges. We aim to own up to this tension, concentrating on the best we can do today in order to grow sustainably. Measuring our carbon footprint enables us to identify the key impacts of our operations and their value chain. Our environmental strategy to reduce our carbon footprint is based on sustainable mobility, energy management and material circularity, in addition to the regeneration and conservation of Latin America’s iconic biomes.
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And only by attracting, engaging and developing the best talent can we uphold this purpose. We are a diverse team looking to make an impact following ethical values that define the way we act.
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
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Socioeconomic development and inclusion
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True to our origins, our mission is to democratize commerce and financial services in Latin America. We are committed to that mission by expanding our reach to include more and more people every day, creating development opportunities for entrepreneurs and organizations across the region, and contributing to the progress and prosperity of our communities.
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Positive-Impact consumption
(Argentina, Brazil, Chile, Colombia, Mexico and Uruguay)
In 2019, we created the “Sustainable Products” section on our Mercado Libre Marketplace platform to promote brands and entrepreneurs that contribute to reducing environmental impact and generating positive social impacts, democratizing access to products that benefit people and the environment and promote a new economy. We seek to be a one-stop shop for the most positive-impact products in the market, promoting responsible and conscious consumption. To boost the offer of positive-impact products, we provide sales training courses for triple impact and socio-biodiversity enterprises and hold visibility campaigns for their products. And, to maximize demand, we inform users of the existing research relating to online positive-impact consumption trends and are transparent in our communication of product selection criteria.
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Over 930k unique publications of positive-impact products.
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+67,000 positive-impact brands and entrepreneurs.
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Users purchased products
(+27% over 2022)
Products sold,
57%+ vs 2022
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Biomas: products in support of socio-biodiversity
( (Mexico, Brazil and Argentina)
The “Biomas in a Click” program was created to help communities that contribute to biodiversity preservation through the sustainable production of items gain access to new markets to improve income generation, and to distribute their products and knowledge across the region. In this way, we promote fair commerce and income generation for thousands of families who support biome preservation where they live. The program offers entrepreneurs from the biomes training in sales, business strategy, logistics, and digital marketing, individual and group mentorship by MercadoLibre specialists and allied foundations, and highlighted visibility in the Sustainable Products section and their own landing page to promote their products.
Our contributions were recognized by Reuters Events Sustainable Business in the “Biodiversity Champion Award” category, for promoting entrepreneurial actions that integrate biome conservation with regional development and the promotion of the bioeconomy.
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+34,000 local producers indirectly benefited.
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+47,600 products sold.
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8 iconic Latin American biomes represented.
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Supported Organizations
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
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Afro-lab Program
(Brazil)
Since 2018, we have been partnering with Preta Hub to support businesses led by Black entrepreneurs in Brazil, contributing to their digital inclusion and income generation, and the promotion of Black entrepreneurship, culture and creativity.
To this end, we place our tools and know-how about online sales strategies at the disposal of participants of Afrolab, an initiative for the acceleration of black entrepreneurs led by Preta Hub. We showcase their stories and products on our platform through an official, exclusive Feira Preta store and promotion and cultural appreciation campaigns.
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Black entrepreneurs received training in Brazil
products sold by the official Feira Preta store on MercadoLibre
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Empowering women entrepreneurs
In spite of being promoters of the economy and generators of employment, women entrepreneurs in Latin America face the most barriers to financial management services and tools, which are key to the formalization and growth of their businesses.
We know that education is a key factor enabling other dimensions of financial inclusion, such as financial wellbeing and productive development. Mercado Pago has partnered with Pro Mujer, in Spanish speaking Latin America, and with Aliança Empreendedora and Barkus, in Brazil, to improve the financial education of women entrepreneurs in the region. The initiative is focused on boosting their income-generation capacity and helping them plan a sustainable future for their business. In this way, participants gain access to educational content at each stage of their enterprise, acquire digital skills for leadership, personal development, finance and sales, connect with other women entrepreneurs in the region, and receive advice and personalized support. The program accompanies them throughout the development cycle of their business, and through it we seek to create a network of women entrepreneurs in Latin America.
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64% improved their financial skills.
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86% adopted the use of budgeting in their businesses.
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85% report to have incorporated digital channels and/or online payment solutions into their businesses.
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certified entrepreneurial women
(+5,000 since the start of the program in 2022)
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
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Social empowerment: Education for digital inclusion
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Education to democratize knowledge and opportunities
We want people to be able to take advantage of the thousands of possibilities for studying, starting businesses or working offered by the science and technology industry, and we know that education is the best way to democratize these opportunities.
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We are acting today to promote more inclusive development in Latin America.
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Beta Hub
(Argentina, Brazil, Chile, Uruguay, Colombia and Mexico)
In 2023, we launched Beta Hub, a learning community aimed at encouraging teenagers in Latin America to use technology to change their world.
Beta Hub offers free training and content to young people ages 16 to 18, and an interactive space where teenagers are challenged to progress from being users to becoming creators of technology-based solutions. The community provides a connection with specialists, leaders in the area and peers with similar interests, providing them with tools and inspiring them to make their ideas a reality.
We support this community by partnering with education and technology organizations in Latin America that share our views on diversity and inclusion.
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young people registered on the platform
scholarships granted
young people graduated (65% of the graduates were able to learn more about technology and identify what they want to study)
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Conectadas
(Argentina, Mexico, Brazil, Peru, Colombia, Chile and Uruguay)
Our program “Conectadas”, which seeks to bring more girls and young women to technology, celebrated its third anniversary in 2023. The program is an immersive, online, free-of-charge initiative targeting 14 to 18-year-old women, aimed at providing them with tools and contact with positive references in the world of technology, to develop their self-confidence and to empower them to create solutions for the challenges they identify in the region.
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145 impact projects ideas originated by participants.
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84% of the young women participating in the program discovered that they enjoy studying, researching and working on technology issues.
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Young women between 14 and 18 years of age from seven countries in Latin America participated in the program
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
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Certified TECH Developer
(Argentina, Brazil, Chile, Uruguay, Colombia, Mexico, Peru and Ecuador)
In 2021 we teamed up with Globant and Digital House to co-create the Certified Tech Developer program, an initiative that grants scholarships to young people to pursue technology careers in Argentina, Chile, Colombia, Uruguay, Brazil and, starting in 2023, in Mexico, Peru and Ecuador.
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1,100 scholarships awarded.
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45% of the scholarships were awarded to women.
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Students have completed the program since 2021
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Growing in a sustainable way
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Carbon footprint
Our environmental strategy is based on a continuous improvement process that supports our sustainable growth. A central part of this strategy is measuring our carbon footprint, allowing us to identify and implement reduction actions with agility.
Since 2016, we believe we have been measuring our footprint with increasingly accurate indicators. This enables us to monitor our impact, allowing us to anticipate specific actions targeting our operations and value chain.
We measure emissions using internationally recognized methods such as the Greenhouses Gas (GHG) Protocol, the Global Logistics Emissions Counsel (GLEC) Framework, and others by the Department for Environment Food and Rural Affairs (DEFRA), the International Energy Agency (IEA) and the Intergovernmental Panel on Climate Change (IPCC). Each year we seek to improve the calculation, making it more accurate and compatible with the reality of our business.
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(Scopes 1, 2 and 3)
of CO
2
e per buyer
(Scopes 1, 2 and 3)
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
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Carbon Footprint Management – Our Environmental Impact Strategy
Energy Efficiency Renewable Energies
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Smart metering strategy that allows us to remotely monitor our consumption through the use of smart sensors and real-time dashboards.
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As of the end of 2023, more than 100 distribution centers with smart metering in Argentina, Chile, Colombia, Brazil and Mexico.
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Continuing the process of migrating 100% of our operations to renewable energy sources.
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In 2023, 13 MercadoLibre distribution centers migrated to 100% renewable energy, reaching a total of 29 sites between centers and offices.
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Launched our first onsite solar photovoltaic plant in Colombia with more than 1,000 panels, reaching 3 sites with onsite generation in the region.
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Approximately 44% of our total energy consumption was of renewable energy sources, which represent a total of 63,375 MWh.
Sustainable Mobility
We engage the entire logistics chain in the challenge of achieving sustainable mobility based on low-emission fuels. In 2023, 2,321 electric vehicles were used for deliveries through our partner carriers in Brazil, Mexico, Colombia, Chile, Uruguay and Argentina. This type of transport lets us cut up to 90% of carbon emissions for deliveries compared to similar diesel vehicles, depending on the country of operation. As added value, electric vehicles are less noisy, which improves the quality of life in cities. Another effective way of cutting emissions from our logistics is to use low-emission or renewably-sourced fuels. We have therefore encouraged our partner carriers to invest in developing a fleet of 169 trucks running on natural gas (a fuel that emits around 18% less carbon than diesel) and biomethane, a fuel made from organic waste, that has the potential to significantly reduce emissions in comparison with diesel. Innovation to speed up low-carbon logistics We have partnered with Newlab, a US-based innovation laboratory, that encourages collaboration between entrepreneurs, scientists and engineers to develop cutting-edge technologies. We carried out a collaborative study with this organization to explore and integrate emerging logistics technologies with low carbon emissions sourced from worldwide enterprises and new companies. In 2023, we issued an invitation to startups around the world working on sustainable mobility, and received replies from 128 organizations, 62% of them in Latin America. Sustainable Packaging Materials The entire logistics, technological and support operation for buying and selling on our e-commerce platform, and transporting items generates waste. This waste represents 1.11% of our carbon footprint. We seek solutions for minimizing the volume of materials sent to landfills and for reinserting it in the productive cycle, thus encouraging the circularity of materials. We are working on three fronts: reduce, substitute and recycle, as well as making people in our value chain aware of the issue. |
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Of our total energy consumption
comes from renewable energy
resources
New sites migrated to renewable
energy
Packages delivered by sustainable
mobility fleet
electric vehicles
+191.2% vs. 2022
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
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We ensure that every shipment has the optimum packaging to protect both the product and the environment. In connection with that, we analyze size, materials and recyclability. We also use technology and creativity to find solutions to give users a better experience while reducing the environmental impact.
Our distribution centers have a smart solution that measures the volume of each item to define the ideal package size and ensure safety without wasting material. 100% of the packaging of the products leaving our distribution centers is recyclable, reusable or compostable. We ensure the circularity of materials by encouraging the use of recycled content in our packaging.
At the same time, since 2020, we have promoted the shipping of certain products in their primary packaging, without further packaging. In this way, we contribute to the reduction of packaging materials, optimize space and, in turn, reduce the fuel used for transport. In 2023, this form of shipment continued to grow, reaching 15% of products.
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
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Regeneration
In March 2021, we launched “Regenera America” a program that seeks to contribute to the regeneration and conservation of the region's emblematic natural ecosystems. We believe that by doing so, we contribute to capturing carbon, essential to mitigating the progression of the climate crisis, and to preserving biodiversity.
To develop the program, we have already invested $23.7 million. These funds were allocated among nine projects in Brazil and México, to restore and conserve a total of 14,587 hectares.
We focused on Latin America because it is home to around 40% of the planet’s biodiversity. We started with the Atlantic Forest because it is one of the most threatened ecosystems in the region, known for its important watersheds, and because Brazil is home to our largest operation.
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Invested so far to develop
“Regenera America”
Hectares of land in restoration and conservation
tons of CO2 capture in a 30 year-
horizon
tons of avoided CO2 emissions in a 30 year-horizon since launch
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Human Capital
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A team in constant beta mode
Only by attracting, engaging and developing the best talent can we lead in every market where we operate and uphold our purpose. Each year we evolve to stay ahead and respond to challenges more quickly. This is why we say that being constantly in beta mode is part of our culture. We are continually assessing our practices and our value proposition to design the best experience and enable our employees to fulfill their potential.
Although we operate in a challenging context, at Mercado Libre, we have continued with our plans for growth. In 2023, we have grown into a team exceeding 58,000 people.
In 2023, we focused on strengthening our technology and logistics talent to promote growth; designing work dynamics that respond to our training and adapt to any context; developing leaders and broadening our work practices to become a more diverse company. All of these efforts are aimed at gaining efficiency and continuing to grow sustainably.
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people on the Mercado Libre team in
2023
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
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Inclusion and equal opportunities
We consider inclusion to be a competitive advantage, a source of innovation for us to continue being disruptive. This is why we are constantly working to broaden our perspectives and include different outlooks in our team.
Our Diversity, Equity and Inclusion strategy is based on three complimentary pillars that reinforce each other:
Build Diverse Teams
We seek complementarity through different profiles to create innovative products that connect and reflect the diversity of our users.
Every open position is an opportunity to introduce a new way of thinking, a unique person who complements a current member of our team. This helps us be more innovative and develop enhanced products that address the needs and expectations of millions of different users.
Historically our focus has been on five action fronts: women, people with disabilities, ethnicity, LGBTQIAP+, and from 2023, different generations.
Develop Inclusive Environments
We promote respectful workspaces where differences are valued, by ensuring equal opportunities and that everyone is heard and can express themselves, share opinions, propose ideas for innovating and challenge their team with new perspectives. We try to eliminate bias and make leadership roles a multiplier factor in the creation of a diverse and inclusive culture. We encourage open, collaborative dialogue with Affinity Groups, which are communities consisting of members prepared to willingly give their time, knowledge and ideas to accelerate our agenda of Diversity, Equity and Inclusion.
Promote an Inclusive Society
Promoting inclusive products and services and equal opportunities.
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women in IT (17% in senior leadership positions)
of our team belongs to the LGBTQIAP+ community
of the employees see their leaders as promoters of inclusive and diverse environments
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MercadoLibre
2024 Proxy Statement
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IMPACT HIGHLIGHTS
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Ethics and Transparency
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Transparency and
Integrity
flow in
our DNA
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We demand that all of the people who work at MercadoLibre and those who are part of the board of directors perform their duties under the highest ethical and conduct standards, and we expect all suppliers, customers, and business partners to comply with these same standards.
In 2023, we launched our new Code of Ethics, now known as the “MELI Code,” which applies to all of our employees and directors, subsidiaries or affiliates across the different countries in which we operate and, where applicable, suppliers, customers and business partners. The MELI Code is a guide to help make daily decisions in the context of a complex work environment, encouraging our employees to put MercadoLibre’s cultural principles into practice, with particular focus on responsibility and ethical commitment. The MELI Code synthesizes the attributes that are part of our DNA: honesty, transparency and integrity.
The MELI Code also codifies an integrated system of existing internal policies and procedures. We have procedures in place to review and ensure prompt compliance with the MELI Code and the policies and procedures described therein. See, for example, the section of the MELI Code titled “Ever-present channels,” which encourages anonymous reporting of potential violations of the MELI Code through our Whistleblower Hotline. When situations of significant non-compliance are detected, they are reported to the Ethics Committee (composed of the Company’s Corporate Affairs Head (Chairman), Chief Financial Officer, General Counsel, People Head and Risk and Compliance Head).
Every person working at MercadoLibre has to acknowledge compliance with the MELI Code and the main policies of the Ethics Compliance department upon joining the organization. Also, all third parties providing services on behalf of or for the benefit of MercadoLibre before public officials or governmental agencies must acknowledge compliance with the MELI Code.
The MELI Code is periodically reviewed in accordance with applicable regulatory trends and best practices.
The MELI Code is publicly available on our Investor Relations site.
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To learn more about MercadoLibre’s impact and sustainability efforts see our Impact Report, which is available on our website:
https://investor.mercadolibre.com/sustainability/.
We have also published our Sustainability Bond report, which is available on our investor relations website:
https://investor.mercadolibre.com/sustainability/
.
Links to websites or reports included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the SEC.
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18
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MercadoLibre
2024 Proxy Statement
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Election of
Directors
Our certificate of incorporation provides for our board to be divided into three classes, with each class having a three-year term. In accordance with our certificate of incorporation and bylaws, the number of directors that constitutes our board of directors is fixed from time to time by a resolution duly adopted by our board. Our board currently consists of nine members. Information as to the directors currently comprising each class of directors and the current term expiration date of each class of directors is set forth in the following table:
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DIRECTORS COMPRISING CLASS
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CLASS
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CURRENT TERM EXPIRATION DATE
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Susan Segal
Mario Eduardo Vázquez
Alejandro Nicolás Aguzin
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Class I
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2026 Annual Meeting
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Nicolás Galperin
Henrique Dubugras
Richard Sanders
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Class II
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2024 Annual Meeting
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Emiliano Calemzuk
Marcos Galperin
Andrea Mayumi Petroni Merhy
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Class III
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2025 Annual Meeting
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A director elected to fill a vacancy will serve for the remainder of the term of the class of directors in which the vacancy occurred and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. As discussed in greater detail below in “Information on our Board of Directors and Corporate Governance — Director Independence and Family Relationships” our board has determined that seven of the nine current members of our board are independent directors within the meaning of the listing standards of The NASDAQ Global Select Market (the “NASDAQ”) and our corporate governance guidelines.
The terms of our three Class II directors are set to expire at the 2024 Annual Meeting. The nominating and corporate governance committee recommended, and our board nominated, each of Nicolás Galperin, Henrique Dubugras and Richard Sanders as nominees for re-election as Class II directors of our Company at the 2024 Annual Meeting. If elected at the 2024 Annual Meeting, each of the Class II director nominees will serve until our 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
If any of the nominees is unexpectedly unavailable for election, shares represented by validly delivered proxies will be voted for the election of a substitute nominee proposed by our nominating and corporate governance committee or our board may determine to reduce the size of our board. Each person nominated for election has agreed to serve if elected.
Set forth below is biographical information for the nominees, as well as the key attributes, experience and skills that the board believes each nominee brings to the board.
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MercadoLibre
2024 Proxy Statement
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Proposal I
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Nominating and Corporate Governance Committee.
The nominating and corporate governance committee of our board performs the functions of a nominating committee. The nominating and corporate governance committee’s charter describes the committee’s responsibilities, including identifying, reviewing, evaluating and recommending director candidates for nomination by our board. Our corporate governance guidelines also contain information concerning the responsibilities of the nominating and corporate governance committee with respect to identifying and evaluating director candidates. Both documents are published on our investor relations website at
http://investor.mercadolibre.com.
Director Candidate Recommendations and Nominations by Stockholders.
The nominating and corporate governance committee’s charter provides that the committee will consider director candidates recommended by stockholders. The charter of the nominating and corporate governance committee also provides that it will evaluate all candidates for election to our board, regardless of the source from which the candidate was first identified, based on the totality of the merits of each candidate and not based upon minimum qualifications or attributes. Stockholders should submit any such recommendations for the consideration of our nominating and corporate governance committee through the method described under “Stockholder Communications with our Board” below. In addition, any stockholder of record entitled to vote for the election of directors may nominate persons for election to our board if that stockholder complies with the notice procedures summarized in “Stockholder Proposals for 2025 Annual Meeting” of this proxy statement.
Process for Identifying and Evaluating Director Candidates.
The nominating and corporate governance committee evaluates all director candidates in accordance with the criteria described in our corporate governance guidelines and the nominating and corporate governance committee charter. The committee evaluates any candidate’s qualifications to serve as a member of our board based on the skills and characteristics of individual board members as well as the composition of our board as a whole. In addition, the nominating and corporate governance committee will evaluate a candidate’s independence, skills, experience, reputation, integrity, potential for conflicts of interest and other appropriate qualities in the context of our board’s needs.
Director diversity.
We do not have a formal policy about diversity of our board membership, but the nominating and corporate governance committee charter requires that the committee consider, when assessing the desired composition of our board, factors such as integrity, strength of character, judgment, business experience, specific areas of expertise, ability to devote sufficient time to attendance at and preparation for board meetings, factors relating to the composition of the board (including its size and structure) and principles of diversity. Our corporate governance guidelines provide that, given the regional and complex nature of our business, the board believes it is important for the nominating and corporate governance committee to also consider diversity of race, ethnicity, gender, age, education, skill, cultural background and professional experience. However, the nominating and corporate governance committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits. See “Diversity Matrix” for information about the diversity matrix of our board.
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MercadoLibre
2024 Proxy Statement
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Proposal I
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as Class II Director
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Nicolás Galperin
CAREER HIGHLIGHTS:
Mr. Galperin worked at Morgan Stanley Co. Incorporated, an investment bank, from 1994 to 2006, and his last position was managing director and head of trading and risk management for the London emerging markets trading desk, as well as a trader of high yield bonds, emerging markets bonds and derivatives in New York and London. In 2006, Mr. Galperin founded Onslow Capital Management Limited, an investment management company that was based in London, and worked at the company until its closure in 2018. Mr. Galperin is now an investor based in London. He graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Marcos Galperin, our chairman, president and chief executive officer.
KEY ATTRIBUTES AND SKILLS:
Entrepreneurship:
Mr Galperin brings to the board his entrepreneurial experience as founder of Onslow Capital Management Limited.
Finance:
Mr. Galperin’s career in investment banking and investment management, including serving in various leadership roles at Morgan Stanley and Onslow Capital Management, provides valuable business experience and critical insights on the roles of finance and strategic transactions in our business.
Risk Oversight:
Mr. Galperin’s particular focus on emerging capital markets throughout his career and his leadership in risk management contribute key skills to our board.
LatAm and Other Markets:
Mr. Galperin is based in London and has focused his investment banking and investment management career in emerging markets, which brings to our board valuable global business perspective and knowledge of both Latin American and European markets.
Banking:
Extensive experience in banking and investments, which resulted in an understanding of financial statements, corporate finance, accounting and capital markets and fixed income products and derivatives.
Private Equity:
Mr. Galperin's professional background includes 20 years of experience investing in the private equity space.
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MercadoLibre
2024 Proxy Statement
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Proposal I
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Henrique Dubugras
CAREER HIGHLIGHTS:
Mr. Dubugras is the co-founder co-CEO of Brex Inc. Brex Inc. is a company reimagining financial systems so every growing company can realize their full potential and take control of their spend and business as they scale. Prior to that position, Mr. Dubugras co-founded Pagar.me, an online payments company, EduqueMe, an educational crowdfunding company aimed at sponsoring Latin American students in United States colleges, and Estudar nos EUA, a company aimed at disseminating information and opportunities related to studying abroad for both undergraduate and graduate level students. From September 2016 to March 2017 he studied computer science at Stanford University.
KEY ATTRIBUTES AND SKILLS:
Finance:
Mr. Dubugras brings a deep understanding of financial tools and services that provide critical insights to our business.
Entrepreneurship:
Mr. Dubugras’ experience with innovation in the startup space makes him uniquely positioned to contribute creative ideas for our growth and place in an evolving world.
Industry Experience (Fintech):
Mr. Dubugras has a wealth of technical and non-technical expertise in the financial services business along with knowledge of various financial services ecosystems. Our board believes that his experience with online payment systems, coupled with his transnational professional network, make him an asset to our Company.
LatAm Markets:
As co-founder of Pagar.me, an online payment company that operates in Brazil, Mr. Dubugras brings valuable knowledge and understanding of the Brazilian market.
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22
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MercadoLibre
2024 Proxy Statement
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Proposal I
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Richard Sanders
CAREER HIGHLIGHTS:
Mr. Sanders is a partner at Permira, a global private equity firm. Mr. Sanders is a member of Permira’s Executive Committee and Investment Committees for their Flagship and Growth Opportunities funds, and until 2023 was the co-head of the technology sector investment team. Mr. Sanders joined Permira in 1999 and has spent most of his career based in London. He relocated to the United States between 2007 and 2011 to set up Permira’s office in Menlo Park, California. Prior to joining Permira, Mr. Sanders worked for Morgan Stanley in London in the MA and High Yield Capital Markets divisions. Mr. Sanders holds an M.A. in Literae Humaniories (Classics) from Oxford University and an M.B.A from Stanford University where he was a Fulbright Scholar.
KEY ATTRIBUTES AND SKILLS:
Innovation Technology:
Mr. Sanders has a vast experience with making investment decisions in technology and digital markets industries and, therefore, brings a deep understanding of those industries.
Industry Experience (Commerce):
His experience as director of Allegro.eu provides an invaluable viewpoint and knowledge to our board when assessing matters related to our Company’s business and strategy and the challenges and opportunities that lie ahead.
Private Equity:
25 years of experience at a global private equity firm.
Finance:
Mr. Sanders professional background has given him extensive financial and MA transactional skills, as well as exposure to dealing with large institutional investors globally.
Risk Oversight:
Extensive experience as director of other companies in the oversight and management of risks.
Management:
Valuable management and leadership skills, as member of a senior leadership team of Permira.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR CLASS II DIRECTORS NAMED ABOVE.
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MercadoLibre
2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
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The following is biographical information on the remainder of our continuing directors, as well as the key attributes, experience and skills that the board believes such continuing directors bring to the board.
CLASS I DIRECTORS
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Mario Eduardo Vázquez
CAREER HIGHLIGHTS:
Mr. Vázquez served as the chief executive officer of Grupo Telefónica in Argentina from June 2003 to November 2006, and served as a member of the board of directors of Telefónica S.A. Spain from November 2000 to November 2006. He has also served as a regular member of the board of directors of Telefónica Argentina S.A. and Telefónica Holding Argentina S.A., and as alternate member of the board of directors of Telefónica de Chile S.A until 2012. Mr. Vázquez served as a member of the board of directors of YPF S.A. and as the president of the Audit Committee of YPF S.A until 2012. Since November 2006, Mr. Vázquez has pursued personal interests in addition to his service as a director. Mr. Vázquez spent 23 years as a partner and general director of Arthur Andersen for Argentina, Chile, Uruguay and Paraguay (Pistrelli, Diaz y Asociados and Andersen Consulting—Accenture), where he served for a total of 33 years until his retirement in 1993. Mr. Vázquez previously taught as a professor of Auditing at the Economics School of the University of Buenos Aires. Mr. Vázquez received a degree in accounting from the University of Buenos Aires.
KEY ATTRIBUTES AND SKILLS:
Finance:
Mr. Vázquez was chosen to join our board specifically to serve our audit committee as its audit committee financial expert. We targeted a director with financial and auditing experience specific to Latin American businesses. He also brings an academic perspective to the position from his time as a professor of Auditing at the Economics School of the University of Buenos Aires.
Innovation Technology:
Extensive experience as a board member of several technology and other companies, which adds a valuable perspective and insight to our board.
LatAm Markets:
Mr. Vázquez served as an auditor for Arthur Andersen for 33 years total, including 23 years as a partner and general director, in many Latin American markets, including Argentina, Chile, Uruguay and Paraguay.
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24
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MercadoLibre
2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
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Susan Segal
CAREER HIGHLIGHTS:
Ms. Segal has been president and chief executive officer of the Americas Society and Council of the Americas (“AS/COA”) since August 2003. Prior to her current position, Ms. Segal was a founding partner of her own investment advisory firm focused primarily on Latin America and the U.S. Hispanic market. Previously, she was a partner and Latin American Group Head at JPMorgan Partners/Chase Capital Partners, where she pioneered early stage venture capital investing in Latin America. Prior to joining Chase Capital Partners, Ms. Segal was a senior managing director focused on Emerging Markets Investment Banking and Capital Markets at Chase Bank and its predecessor banks. She was actively involved in developing investment banking, building an emerging-market bond-trading unit for Latin America and was also involved in the Latin American debt crisis of the 1980s and early 1990s both chairing and sitting on various advisory committees. Ms. Segal has received numerous awards and honors, including the Order of Bernardo O'Higgins Grado de Gran Oficial in Chile in 1999, the Cruz de San Carlos by President Uribe of Colombia in 2009, the Order of the Mexican Aztec Eagle in Mexico in 2012, Peru's Order of “Merit for Distinguished Services” in the rank of Grand Official in 2019, Order of Boyaca by President Duque in 2022, and lastly, Ecuador's Condecoración de la Orden Nacional "Honorado Vasquez" by then President Lasso in September 2023. She was also named one of the 500 most influential people in Latin America on Bloomberg List published in 2022. Ms. Segal received a Master’s in business administration from Columbia University and a Bachelor’s degree from Sarah Lawrence College. Ms. Segal previously served as a director of our Company from 1999 to 2002.
KEY ATTRIBUTES AND SKILLS:
Entrepreneurship:
Ms. Segal, as a founding partner of her own investment advisory firm focused primarily on Latin America and the U.S. Hispanic markets, and having worked with entrepreneurs at Chase Capital Partners and as a board member of the International Advisory board of Endeavor, brings her entrepreneurial skills to our board.
Private Equity:
Ms. Segal’s professional background includes vast experience in private equity and venture capital, with a particular focus in Latin America, which is of great value for our board.
Finance:
Her various senior leadership roles in the investment banking industry and as CEO of the AS/COA have given Ms. Segal a deep knowledge on, and a valuable perspective for our board when considering financial matters.
Risk Oversight:
Extensive experience as director of other companies in the oversight and management of risks.
LatAm Markets:
Ms. Segal’s impressive experience includes her background studying the economies of Latin American countries. She is also well-versed in Latin America’s prospects for growth, integration, and economic and social development, and she is knowledgeable about economic inclusion, social empowerment, markets, overall business environment, diversity issues and risk assessment. Ms. Segal’s decades of experience in Latin America have enabled her to create an extensive network among Latin America’s political and business leaders.
Banking:
valuable experience gained from having worked for 25 years in the banking industry, including being a director of Scotiabank for 11 years, and creating the board of Scotiabank USA, in which she served as Chair for 7 years.
Corporate Governance:
Ms. Segal was a member of the corporate governance committee of Scotiabank for 6 years, having chaired that committee for 3 years, and is a member of the governance committee of Vista Oil and Gas.
Industry Experience (Commerce and Fintech):
Ms. Segal works with many companies in the commerce industry that are members of AS/COA as well as with various ministries of economy. She also has extensive experience as a board member of Scotiabank.
Management:
As President and CEO of AS/COA, Ms. Segal has gained valuable management experience.
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MercadoLibre
2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
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Alejandro Nicolás Aguzin
CAREER HIGHLIGHTS:
Mr. Aguzin has been a private investor since March 2024. He served as the Chief Executive Officer of the Hong Kong Stock Exchanges and Clearing Ltd. and a member of its board of directors from 2021 until completion of his tenure in March 2024. Prior to that position, Mr. Aguzin held leadership roles spanning various lines of business and geographies for more than 30 years with J.P. Morgan. From 2020 to May 2021, Mr. Aguzin served as the CEO of J.P. Morgan’s International Private Bank and a member of the operating committee for the firm’s Asset Wealth Management business. From 2012 to 2020, he served as Chairman and CEO for the Asia Pacific Region, overseeing the firm’s overall activities across Asia Pacific. From 2005 to 2012, he was CEO for J.P. Morgan Latin America, responsible for overseeing all of J.P. Morgan’ activities in Latin America, and he was also J.P. Morgan’s Head of Investment Banking Coverage, Mergers Acquisitions and Capital Markets in the region. Mr. Aguzin also served as Senior Country Officer for Brazil from 2008 to 2009. From 2002 to 2005, he served as head of Latin America Investment Banking Coverage, Mergers Acquisitions and Capital Markets, formerly known as Latin America Investment Banking. From 1996 to 2002, Mr. Aguzin was part of J.P. Morgan’s Latin America Mergers Acquisitions Group in New York, and was appointed head of that group in 2000. From 1992 to 1996, Mr. Aguzin was part of J.P. Morgan’s Investment Banking team in Buenos Aires, where he participated in several privatizations, capital markets and advisory transactions. From 1991 to 1992, he worked in J.P. Morgan’s Corporate Finance Services Group in New York and focused primarily on cross-border mergers and acquisitions for U.S. clients. Prior to that position, from 1990 to 1991, Mr. Aguzin was a financial analyst in the Credit Group in Buenos Aires. He holds a B.S. in Economics from the Wharton School of the University of Pennsylvania and is fluent in Spanish, Portuguese and English.
KEY ATTRIBUTES AND SKILLS:
Corporate Governance:
Having been the frontline regulator of global companies listed in Hong Kong, Mr. Aguzin brings extensive knowledge relating to governance and regulatory best practices for public companies.
Banking:
Mr. Aguzin brings a deep understanding of investment banking activities that provides valuable business experience and critical insights on the roles of finance and strategic transactions in our business.
Finance:
Broad experience and vast knowledge on the international financial markets.
LatAm Markets:
Our board believes that his knowledge of the Latin American and Asian economies and markets, coupled with the professional network that he has developed in those regions throughout his career in investment banking, makes him an asset to our Company.
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MercadoLibre
2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
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CLASS III DIRECTORS
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Emiliano Calemzuk
CAREER HIGHLIGHTS:
Mr. Calemzuk has been the CEO of Reshet Media Group since March 2024. He is also an advisor and investor in international ventures in the media and technology space. He serves as an advisor to several companies, including Sony Music and Sony Pictures Entertainment in India, and several companies and startups in Israel. From 2020 to 2021 he was the CEO of 890 Fifth Avenue Partners, LLC. Prior to that position, from 2017 to 2020, Mr. Calemzuk was CEO and co-founder of RAZE, a media startup venture focused on the Hispanic market. In 2015 and 2016 Mr. Calemzuk partnered with Time Inc., publisher of Time, Sports Illustrated, People and other major magazine titles, to assist with Time Inc.’s entry into digital video. Between 1998 and 2012 Mr. Calemzuk had a successful career at News Corporation/Fox, last serving as CEO of Shine Group Americas (Unit of 21st Century Fox) from September 2010 to January 2012. From 2007 to 2010, Mr. Calemzuk served as President of Fox Television Studios. Prior to joining Fox Television Studios, Mr. Calemzuk was President of Fox International Channels Europe, based in Rome, from 2002 to 2007. Before working in Italy, Mr. Calemzuk was based in Los Angeles where he served as Vice President and Deputy Managing Director of Fox Latin American Channels overseeing all operating divisions of Fox across 19 countries. Mr. Calemzuk is a Cum Laude graduate of the University of Pennsylvania.
KEY ATTRIBUTES AND SKILLS:
Media Entertainment:
Mr. Calemzuk is a leader in alternative entertainment and technology genres, uniquely positioning him to provide thoughtful leadership and guidance as MercadoLibre adapts to a changing technology and entertainment world.
Marketing:
Extensive marketing experience as CEO of 890 Fifth Avenue Partners, CEO and co-founder of RAZE and President of Fox Television Studios, marketing content to all Latin American audiences via traditional and digital programming.
Management:
Valuable business, leadership and management experience, including expertise leading a large organization with global operations such as Fox Television Studios, giving him a keen understanding of the issues facing a multinational business such as MercadoLibre.
LatAm Markets:
Mr. Calemzuk has led the growth of international operations of Fox in both Latin America and Italy, which has provided him with a broad expertise and understanding of the Latin American markets.
Corporate Governance:
Mr. Calemzuk's experience as Chair of MercadoLibre's Nominating and Corporate Governance Committee, together with having completed training in Stanford University's Rock Center for Corporate Governance has given him a deep understanding and unique perspective on corporate governance matters.
Cybersecurity:
Mr. Calemzuk is an advisor to several Israeli cyber startups.
Entrepreneurship:
As a startup founder, Mr. Calemzuk brings to the board experience in the entrepreneurial space.
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MercadoLibre
2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
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Marcos Galperin
CAREER HIGHLIGHTS:
Mr. Galperin serves as Chairman of our Board and as our Chief Executive Officer. Prior to working with us, Mr. Galperin worked in the fixed income department of J.P. Morgan Securities Inc. in New York from June to August 1998 and at YPF S.A., an integrated oil company, in Buenos Aires, Argentina, where he was a Futures and Options Associate and managed YPF’s currency and oil derivatives program from 1994 to 1997. Mr. Galperin received an M.B.A. from Stanford University and graduated with honors from the Wharton School of the University of Pennsylvania, with a B.S. in Economics. Mr. Galperin is the brother of Nicolás Galperin, a Class II Director.
KEY ATTRIBUTES AND SKILLS:
Entrepreneurship:
Mr. Galperin, as co-founder of MercadoLibre, brings to the board his entrepreneurial and innovation skills that he has honed throughout the years at our Company.
Industry Experience (Commerce and Fintech):
Mr. Galperin’s experience leading MercadoLibre’s growth since its inception enables him to provide a unique perspective to the board regarding the industries where the Company operates.
Media Entertainment:
Mr. Galperin has cultivated valuable knowledge of branding strategy as the co-founder, chief executive officer and president of MercadoLibre.
Management:
As the co-founder, chief executive officer and president of our Company, Mr. Galperin has the most long-term and valuable hands-on knowledge of the issues, opportunities and challenges facing us and our business. He provides a critical link between management and the board, enabling the board to perform its oversight function with the benefits of management’s perspectives on the business.
LatAm Markets:
As the co-founder of MercadoLibre, the largest online commerce ecosystem in Latin America with presence in 18 countries, Mr. Galperin has a deep understanding and broad expertise in the Latin American markets.
Finance:
Mr. Galperin's professional background, including the experience gained working at J.P. Morgan and YPF, has given him vast experience in finance.
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MercadoLibre
2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
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Andrea Mayumi Petroni Merhy
CAREER HIGHLIGHTS:
Andrea Petroni is the Head of Business Advisory and Execution of JP Morgan Chase Co., Hong Kong Office, responsible for overseeing the Business Selection and Risk Governance framework for Investment Banking Asia Pacific. Prior to that position, from 2016 to 2019, Ms. Petroni was the Head of Finance and Business Management for Banking and Wholesale Payments for Asia Pacific at JP Morgan Chase Co., Hong Kong Office, responsible for business development, business management, internal financial reporting and controller functions, and from 2016 to 2021 she was a board member, non-executive director of JP Morgan Chase Bank (China) Company limited. Ms. Petroni has a Bachelor’s degree in Business Administration from Escola de Administração de Empresas — Fundação Getulio Vargas.
KEY ATTRIBUTES AND SKILLS:
Finance:
Ms. Petroni’s experience in senior leadership positions at a global financial institution has given her a strong financial background and experience, which includes reviewing financial statements, interacting with auditors and assessing the financial and business performance of companies around the world.
Risk Oversight:
Ms. Petroni brings to the board valuable experience on risk oversight given her role of Head of Business Advisory and Execution of JP Morgan Chase Co., Hong Kong Office.
Banking:
With over 25 years of experience in global banking and over 6 years of experience as an active board member at a regulated financial institution in China, Ms. Petroni has a deep understanding of the banking business and financial markets.
Corporate Governance:
Extensive experience advising and overseeing corporate governance matters, which will be of great value for the Company in achieving our sustainable growth aspirations. Her extensive international experience, which has led her to build a broad network of relationships across different cultures and countries, brings a unique perspective to our board.
LatAm Markets:
15 years of experience providing financial services to corporations in Latin America.
Management:
Ms. Petroni has extensive managerial experience, leading teams across investment banking, finance and human resources in Latin America and Asia Pacific.
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2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
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Our business is managed by our employees under the direction and oversight of our board. Except for our chief executive officer, none of the members of our board is an employee of MercadoLibre. Our board members remain informed of our business through discussions with management, materials we provide to them, and their participation on the board and in board committee meetings.
We believe open, effective, and accountable corporate governance practices are key to our relationship with our stockholders. Our board has adopted corporate governance guidelines that, along with the charters of our board committees and our MELI Code, provide the framework for the governance of our Company. Copies of our corporate governance guidelines, the charters of our board committees, and our MELI Code may be found on our investor relations website at
http://investor.mercadolibre.com
. The board regularly reviews corporate governance developments and modifies these policies as warranted. Any changes in these governance documents will be reflected in the same location of our website. Links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the SEC.
As illustrated by the director biographies, the director skills highlights and the diversity matrix, our board of directors is comprised of a diverse group of individuals with significant experience in their respective fields. Our board believes that the combination of different tenures, backgrounds, skills, expertise and experiences of the directors and the director nominees contribute to an effective board that comprehends the complexities of our business and of the region in which we operate. The Company believes that the directors and director nominees have all the necessary qualifications to provide effective and independent oversight and strategic guidance to help build a better business.
Our directors and director nominees have a diversified set of skills, viewpoints and experiences, including in the following areas:
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2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
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Information on our Board of Directors and Corporate Governance
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More than half of our board self-identifies with diverse attributes. The gender and demographic information presented below for our directors is based on voluntary self-identification by each director.
| |
BOARD DIVERSITY MATRIX (AS OF APRIL 25, 2024)
|
| |||||||||||||||
| |
■
Total Number of Directors
|
| |
|
| |
|
| |
9
|
| |
|
| |
|
|
| | | |
Female
|
| |
Male
|
| | | |
Non-Binary
|
| |
Did Not
Disclose
Gender
|
| ||
| |
Part I: Gender Identity:
|
| |||||||||||||||
| |
Directors
|
| |
2
|
| |
7
|
| | | |
—
|
| |
—
|
| |
| |
Part II: Demographic Background
|
| |
|
| |
|
| |
|
| |
|
| |||
| |
African American or Black
|
| |
—
|
| |
—
|
| | | |
—
|
| |
—
|
| |
| |
Alaskan Native or Native American
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
|
| |
Asian
|
| |
—
|
| |
—
|
| | | |
—
|
| |
—
|
| |
| |
Hispanic or Latinx
|
| |
1
|
| |
4
|
| |
|
| |
—
|
| |
—
|
|
| |
Native Hawaiian or Pacific Islander White
|
| |
—
|
| |
—
|
| | | |
—
|
| |
—
|
| |
| |
White
|
| |
1
|
| |
3
|
| |
|
| |
|
| |
|
|
| |
Two or More Races or Ethnicities
|
| |
—
|
| |
—
|
| | | |
—
|
| |
—
|
| |
| |
LGBTQ+
|
| |
|
| |
|
| |
—
|
| |
|
| |
|
|
| |
Did Not Disclose Demographic Background
|
| | | | | |
—
|
| | | | | ||||
|
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| |
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2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
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We believe that there is no single, generally accepted approach to providing board leadership and, in light of the competitive and dynamic environment in which we operate, the appropriate board leadership structure may vary from time to time as circumstances warrant. Therefore, our board will continually evaluate the leadership structure of the board with the goal of maximizing its effectiveness and alignment with the Company's needs.
We do not have a fixed policy with respect to the separation of the offices of the chairman of the board and chief executive officer. In light of the competitive and dynamic environment in which our Company operates, the appropriate board leadership structure may vary from time to time as circumstances warrant and we believe that any determination in this regard is part of the executive succession planning process. Mr. Galperin currently serves as both our chairman and our president and chief executive officer. Our board believes service in these dual roles is in the best interests of our Company and our stockholders. Mr. Galperin co-founded our Company, has served as chief executive officer since our inception and is the only member of management on the board. The board is confident that he possesses the most thorough knowledge of the issues, opportunities and challenges facing us and our business and, accordingly, is the person best positioned to develop agendas that ensure that the board’s time and attention are focused on the most critical matters. His combined role enables decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to our stakeholders.
Because the board also believes that strong, independent board leadership is a critical aspect of effective corporate governance, the board has established the position of lead independent director. The lead independent director is an independent director elected annually by the board. Mr. Calemzuk currently serves as the lead independent director, a position to which he was appointed in February 2016. Mr. Calemzuk joined our board in 2007. During his tenure, he has gained extensive knowledge and deep understanding of the Company and its business. As lead independent director, he coordinates the activities of the other independent directors; presides at all meetings of the board at which the chairman is not present; serves as liaison between the chairman and the independent directors; consults with the chairman on the agenda for board meetings; serves as the board’s liaison for consultation and communication with stockholders, as appropriate; and communicates regularly with each director to be certain that each director’s views, competencies and priorities are understood. In addition, the lead independent director, who is also the chairman of the nominating and corporate governance committee, obtains self-assessment questionnaires and conducts interviews to confirm the continued qualification and willingness to serve of each director whose term is expiring at an annual meeting prior to the time at which directors are nominated for re- election.
We believe that our current board leadership structure provides effective, constructive and independent oversight of management and the Company.
Board committees help our board perform effectively and efficiently, but they do not replace the oversight responsibility of our board as a whole. There are currently three principal standing board committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Each principal standing committee meets regularly and has a written charter that has been approved by our board and is reviewed annually, which is available on our investor relations website at http://investor.mercadolibre.com. In addition, at each regularly scheduled board meeting, a member of each committee reports on any significant matters addressed by the committee subsequent to the board’s most recent prior meeting. Each committee performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations.
The following table lists the members of each of our three principal standing board committees as of the filing date of this Proxy Statement:
| |
|
| |
AUDIT
|
| |
COMPENSATION
|
| |
NOMINATING CORPORATE GOVERNANCE
|
|
| |
Emiliano Calemzuk*
|
| |
|
| |
■
|
| |
■
|
|
| |
Susan Segal*
|
| |
■
|
| |
■
|
| | | |
| |
Mario Vázquez*
|
| |
■
|
| |
■
|
| |
■
|
|
| |
Nicolás Aguzin*
|
| |
■
|
| | | |
■
|
|
■
Member
■
Chair
* Independent Director.
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Information on our Board of Directors and Corporate Governance
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| |
|
| |
MEMBERS
|
| |
|
| |
RESPONSIBILITIES
|
|
| |
Mario Vázquez (Chairman Financial Expert)
Nicolás Aguzin
Susan Segal
|
| | | |
■
Overseeing our independent registered public accounting firm and having the sole authority to select and, where appropriate, replace the independent registered public accounting firm, approve the compensation and terms of the firm’s engagement and evaluate its performance;
■
Considering and approving all audit and non-audit services to be performed by our independent registered public accounting firm and establishing procedures in respect thereof;
■
Overseeing management’s establishment and maintenance of our accounting and financial reporting processes, including our internal controls and disclosure controls and procedures, and the audits of our financial statements;
■
Establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal control, and auditing and non-audit/accounting matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting, auditing or other matters;
■
Investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisers as the audit committee deems necessary;
■
Determining compensation of the independent registered public accounting firm, compensation of advisors hired by the audit committee and ordinary administrative expenses;
■
Reviewing annual and quarterly financial statements prior to their release;
■
Preparing the report required by the rules and regulations of the SEC to be included in our annual proxy statement;
■
Reviewing and assessing the adequacy of the committee’s formal written charter on an annual basis;
■
Overseeing and evaluating the Company’s risk management framework (including risk assessment and risk management policies and procedures) to identify, evaluate, measure and manage existing and potential risks, including financial, operational, cybersecurity and fraud, strategic and compliance risks, and the steps we have taken to detect, monitor and actively manage such exposures;
■
Reviewing significant legal, compliance and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies;
■
Receiving and considering the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls;
■
Reviewing the experience and qualifications of senior members of the internal audit function on an annual basis, including the responsibilities, staffing, budget and quality control procedures of the internal audit function;
■
Handling such other matters that are specifically delegated to the audit committee by our board from time to time; and
■
Periodically reviewing management reports regarding the effectiveness of the Company’s risk management program, any corrective action and progress of key risk initiatives, and seeking, as necessary, reports on selected risks.
|
| |
| |
INDEPENDENCE
|
| | | ||||
| |
3 out of 3
|
| | | ||||
| |
MEETINGS IN 2023
|
| | | ||||
| |
5
|
| | | ||||
| |
ACTIONS BY UNANIMOUS
WRITTEN CONSENT
|
| | | ||||
| |
1
|
| | |
For more information, please see “Audit Committee Report” of this proxy statement.
Our board has adopted a written charter for our audit committee, which is posted on our investor relations website at
http://investor.mercadolibre.com.
|
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2024 Proxy Statement
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Information on our Board of Directors and Corporate Governance
|
| |
|
| |
MEMBERS
|
| |
|
| |
RESPONSIBILITIES
|
|
| |
Emiliano Calemzuk (Chairman)
Mario Vázquez
Susan Segal
|
| | | |
■
Developing and overseeing the implementation of the Company’s philosophy relating to the compensation of our directors, executive officers, and other key employees;
■
Developing and maintaining an executive compensation policy that creates a direct relationship between pay levels and corporate performance;
■
Recommending to our board for determination, the compensation and benefits of all of our executive officers and key employees, including the Chief Executive Officer;
■
Recommending to our board for determination, the compensation and benefits of non-employee directors;
■
Monitoring and reviewing our compensation and benefit plans to ensure that they meet corporate objectives;
■
Administering our clawback policy;
■
Administering our stock plans and other incentive compensation plans and preparing recommendations and periodic reports to our board concerning these matters;
■
Reviewing and recommending to the Board for approval the frequency with which the Company will conduct Sayn-Pay Votes, taking into account the results of the most recent stockholder advisory vote;
■
Overseeing, in conjunction with the nominating and corporate governance committee and the Board, engagement with stockholders and proxy advisory firms on executive compensation matters;
■
Preparing the report required by the rules and regulations of the SEC to be included in our annual proxy statement and assisting management in the preparation of the compensation discussion and analysis included in this proxy statement; and
■
Such other matters that are specifically delegated to the compensation committee by our board from time to time.
|
| |
| |
INDEPENDENCE
|
| | | ||||
| |
3 out of 3
|
| | | ||||
| |
MEETINGS IN 2023
|
| | | ||||
| |
1
|
| | | ||||
| |
ACTIONS BY UNANIMOUS
WRITTEN CONSENT
|
| | | ||||
| |
4
|
| | | ||||
| | | | |
Our board has adopted a written charter for our compensation committee, which is posted on our investor relations website at
http://investor.mercadolibre.com
.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2023, Messrs. Calemzuk (Chairman), Vazquez and Ms. Segal served as members of our compensation committee. None of the members of our compensation committee during fiscal year 2023 has ever been an officer or employee of our Company or our subsidiaries or had any relationship with us requiring disclosure as a related party transaction under applicable rules of the SEC. During fiscal year 2023, none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served on our compensation committee; none of our executive officers served as a director of another entity, one of whose executive officers served on our compensation committee; and none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as a member of our board. All members of our compensation committee during fiscal year 2023 are independent in accordance with the applicable rules of NASDAQ and our corporate governance guidelines.
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|
|
Information on our Board of Directors and Corporate Governance
|
| |
|
Nominating and Corporate Governance Committee
| |
MEMBERS
|
| |
|
| |
RESPONSIBILITIES
|
|
| |
Emiliano Calemzuk (Chairman)
Mario Vázquez
Nicolás Aguzin
|
| | | |
■
Developing director selection criteria and evaluating and recommending to our board, nominees for election to our board;
■
Making recommendations to our board regarding the size and composition of the board, committee structure and membership and the termination and resignation of board members;
■
Reviewing and recommending to our Board director independence determinations;
■
Taking a leadership role in shaping the Company’s corporate governance, including reviewing the corporate governance guidelines and considering public policy issues that may arise from time to time and affect the Company;
■
Overseeing our board’s performance and annual self-evaluation process and developing continuing education programs for our directors;
■
Monitoring our performance in meeting our obligations of fairness in internal and external matters and our principles of corporate governance;
■
Reviewing correspondence received from stockholders; and
■
Such other matters that are specifically delegated to the nominating and corporate governance committee by our board from time to time.
|
| |
| |
INDEPENDENCE
|
| | | ||||
| |
3 out of 3
|
| | | ||||
| |
MEETINGS IN 2023
|
| | | ||||
| |
NONE
|
| | | ||||
| |
ACTIONS BY UNANIMOUS WRITTEN CONSENT
|
| | | ||||
| |
1
|
| | | ||||
| | | |||||||
Our board has adopted a written charter for our nominating and corporate governance committee, which is posted on our investor relations website at
http://investor.mercadolibre.com
.
Other Committees
The board does not currently have any committees other than the principal standing board committees.
Our board of directors, both directly and through its committees, provides various forms of risk oversight. As part of this process, the board seeks to identify, prioritize, source, manage and monitor our critical risks. To this end, our board periodically, and at least annually, reviews the material risks faced by us, our risk management processes and systems and the adequacy of our policies and procedures designed to respond to and mitigate these risks.
Board of Directors and its committees
(I) BOARD
The board has generally retained the primary risk oversight function and has an active role, both directly and also at the committee level, in overseeing management of our material risks. The board reviews information regarding our operations, strategic plans and financial position, as well as the risks associated with each on a quarterly basis. The board is also updated on Environmental, Social and Governance (“ESG”) risks and opportunities on an as needed basis.
While each board committee is responsible for evaluating certain risks and overseeing the management of such risks, in practice the entire board of directors is regularly informed about such risks through regular committee reports.
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Information on our Board of Directors and Corporate Governance
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| |
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(II) AUDIT COMMITTEE
The audit committee oversees the risk management framework, including risk assessment and risk management policies and procedures established by management to identify, evaluate, measure and manage existing and potential risks faced by the Company, including major financial, operational, privacy, cybersecurity, competition, regulatory, fraud and compliance risks.
This committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal control or auditing matters and the confidential, anonymous submission by our employees and third parties of concerns related to those matters and any infringement of our Code of Ethics.
(III) COMPENSATION COMMITTEE
The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements.
(IV) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The nominating and corporate governance committee oversees the management of risks associated with the composition and independence of our board, our corporate governance policies and guidelines.
Management
(I) RISK COMMITTEE
The risk committee assists the board of directors (through the audit committee) in its function of monitoring and managing financial risks, non-financial risks and disruptive scenarios for the business continuity of the Company. Its scope is cross-functional, cross-businesses and cross-geographical.
This committee meets quarterly and is composed of the Chief Financial Officer (CFO), Fintech President, Commerce President and the heads of the following areas: Corporate Affairs, Risk Compliance, Data Privacy, Information Security, Prevention of Money Laundering and Terrorism Financing, Legal Government Relations, Fintech Product, Commerce Product and Technology Infrastructure.
(II) COUNTRY RISK COMMITTEES
In compliance with local regulations (mainly related to our fintech business and/ or anti money laundering), we have set up country risk committees in Brazil, Mexico and Chile composed of senior management members of the respective country. Their scope is limited to country-specific risks and they meet quarterly. The issues discussed at country risk committees may, depending on their nature and their potential to impact other countries, be reported to the risk committee.
(III) RISK COMPLIANCE AREA
This area is responsible for implementing the overall risk management, anti money laundering and terrorism financing program and ethics compliance management system, and for advising the risk owner areas for its proper execution. The head of our risk compliance area reports to the Corporate Affairs Executive Vice President and to the risk committee.
(IV) AREAS INVOLVED IN THE OVERSIGHT OF SPECIFIC RISKS
Certain key risks are overseen by specialized areas of the Company. This is the case with respect to cybersecurity risks (Information Security), antitrust and data privacy risks (Legal and Governmental Relations), environmental risks (Sustainability), infrastructure risks (Loss Prevention) and human capital risks (People), among others.
(V) INTERNAL AUDIT
Our internal audit department is responsible for monitoring and evaluating periodically the framework implemented for the Company's risk management.
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Information on our Board of Directors and Corporate Governance
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Risk oversight processes
Our risk oversight processes are aligned with best practices established by COSO (Committee of Sponsoring Organizations of the Treadway Commission) and ISO 31,000, and are consistent with the corporate culture of MercadoLibre.
Every year, we
|
■
|
Evaluate the Company’s appetite for risk with respect to the categories defined in our risk catalog. The results of such evaluation impact the approach that the Company takes to identify risks (i.e., accept, avoid, transfer, or reduce).
|
|
■
|
Design our annual risk assessment plan to identify and assess risks resulting from:
|
|
i.
|
Changes to regulatory, economic, technological, and social context impacting our business (based on external expert information and/or advice).
|
|
ii.
|
MercadoLibre’s business plan (with special focus on new businesses, products, markets and/or processes, or changes to existing ones).
|
|
iii.
|
Senior management’s main concerns on new and/ or existing risks (captured through self-assessment questionnaires, interviews, surveys, workshops, management information and equivalent tools).
|
|
iv.
|
Incidents and losses that occurred during the past year.
|
|
v.
|
Risk assessment results of prior years.
|
|
vi.
|
Internal and/ or external audit reports.
|
|
vii.
|
Internal Investigations Findings.
|
|
■
|
Define the response to identified risks (inherent risks), according to a cost-benefit analysis and aimed at reaching the residual risk aligned with the level of risk that the Company is willing to accept (risk appetite).
|
|
■
|
Monitor the risk management process and follow up on the responses and action plans.
|
Quarterly,
|
■
|
The risk compliance area informs the risk committee of the risks, responses, and established action plans resulting from the execution of the annual risk assessment plan. Likewise, it reports to the risk committee the evolution of mitigation plans on main risks, and the need to define new action plans, if necessary.
|
|
■
|
The head of risk compliance reports to the audit committee about any complaints and/ or concerns submitted through the whistleblower hotline in relation to accounting, internal control or auditing matters, and infringements to the Code of Ethics.
|
Periodically, the audit committee (directly and/ or through its chairman) is informed about major risk exposures, and the action plans taken to manage such exposures.
It is important to us that our board and its committees are performing effectively and in the best interests of our Company and our stockholders. The nominating and corporate governance committee annually leads the process of evaluating the performance of the board as a whole and each committee performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. Our lead independent director follows up on this feedback and takes such further action with directors receiving comments and other directors as he deems appropriate.
The board recognizes the importance of effective executive leadership to MercadoLibre’s success, and meets to discuss executive succession planning annually or more frequently as it deems appropriate. As part of this process, our board reviews the capabilities of our senior leadership as set out in written succession planning documents and identifies and discusses potential successors for members of our executive team, including the chief executive officer. Our board, together with the nominating and corporate
|
|
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Information on our Board of Directors and Corporate Governance
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| |
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governance committee, leads the succession planning process for our chief executive officer and other senior officers. When reviewing possible internal candidates, the board and/or the nominating and corporate governance committee considers, among other factors the candidate’s readiness and potential, the candidate’s demonstrated skills and competencies, the candidate’s lack of experience and potential need for additional training, whether the candidate satisfies the criteria for qualifications and selection of director candidates, a plan for adequate exposure to board.
The board and each of its committees may retain outside advisors and consultants of their choosing at our expense. The board does not need to obtain management’s consent to retain outside advisors.
Our board held four meetings and took three actions by written consent during the fiscal year ended December 31, 2023. All of our directors attended 75% or more of the aggregate of all meetings of the board of directors and the board committees on which they served during 2023.
We do not have a policy regarding director attendance at annual meetings of our stockholders. Two members of our board of directors attended our 2023 Annual Meeting of Stockholders.
At the conclusion of each regularly scheduled board meeting, the independent directors have the opportunity to meet without our management or the other directors. The lead independent director leads these discussions.
Stockholders may communicate with our board, board committees or individual directors, including the lead independent director, c/o Corporate Secretary, WTC Free Zone Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300. The chairman of the nominating and corporate governance committee and their duly authorized agents are responsible for collecting and organizing shareholder communications. The nominating and corporate governance committee has in turn delegated responsibility for initial review of stockholder communications to our head of Investor Relations. In accordance with the committee’s instructions, our investor relations team will summarize all correspondence and make it available to each member of our board. In addition, our head of Investor Relations will forward copies of all stockholder correspondence to each member of the nominating and corporate governance committee, except for communications that are (a) advertisements or promotional communications, (b) solely related to complaints by users with respect to ordinary course of business customer service and satisfaction issues or (c) clearly unrelated to our business, industry, management or board or committee matters. Absent a conflict of interest, the chairman of the nominating and corporate governance committee is responsible for evaluating the materiality of each shareholder communication and determining whether further distribution is appropriate, and, if so, whether to the full board, one or more board members and/or other individuals or entities.
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|
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Information on our Board of Directors and Corporate Governance
|
| |
|
Director compensation is determined by our board following a recommendation from our compensation committee. Only the directors who our board determines to be independent directors receive compensation for their service.
On August 2, 2022, the board, upon the recommendation of our compensation committee, approved a director compensation program for our independent directors for service during the one year periods commencing at the Company’s annual shareholders’ meeting in 2022, 2023 and 2024. Under the terms of the director compensation program, for each full year of service each independent director will receive (i) a cash retainer fee of $72,000 and (ii) shares of our common stock having a target value equal to $120,000 based on the market value of the Company’s stock as of the date of grant. Such shares shall be subject to forfeiture and transfer restrictions until the date of the annual shareholders’ meeting taking place in the year after the year during which the independent director was granted such shares. Additionally, the board reapproved the payment of additional annual cash retainer fees to each individual serving the board in one of the following capacities.
| |
Lead independent director
|
| |
$30,000
|
|
| |
Audit committee chair
|
| |
$21,913
|
|
| |
Compensation committee chair
|
| |
$21,913
|
|
| |
Nominating and corporate governance
committee chair
|
| |
$15,000
|
|
Both the cash and equity-based compensation are subject to forfeiture in the event that any independent director does not complete the full year of service for which such compensation is due and shall be prorated for any independent director whose service did not commence at or prior to the Company’s annual shareholders’ meeting.
The compensation committee reviews our director compensation policy every three years with the primary objective of matching compensation levels to the relative demands associated with serving on our board and its various committees.
Directors who are not classified as independent directors by our board do not receive any compensation for their service as directors on our board. We reimburse our non-employee directors for travel and other reasonable out-of-pocket expenses incurred in attending meetings of our board and its committees.
The following table summarizes compensation earned by our non-employee directors for the fiscal year ended December 31, 2023. Mr. Nicolás Galperin receives no compensation for his service on the board, in accordance with our policy not to compensate non-independent directors, and is not included in this table.
| |
NAME
|
| |
FEES EARNED OR
PAID IN CASH
(1)
|
| |
STOCK AWARDS
(2)
|
| |
ALL OTHER
COMPENSATION
(3)
|
| |
TOTAL
|
|
| |
Alejandro Nicolás Aguzin
|
| |
$
72,708
|
| |
$
119,292
|
| |
$
8,512
|
| |
200,512
|
|
| |
Emiliano Calemzuk
|
| |
139,621
|
| |
119,292
|
| |
—
|
| |
258,913
|
|
| |
Henrique Dubugras
|
| |
72,708
|
| |
119,292
|
| |
—
|
| |
192,000
|
|
| |
Andrea Mayumi Petroni Merhy
|
| |
72,708
|
| |
119,292
|
| |
8,961
|
| |
200,961
|
|
| |
Richard Sanders
|
| |
72,708
|
| |
119,292
|
| |
10,934
|
| |
202,934
|
|
| |
Susan Segal
|
| |
72,708
|
| |
119,292
|
| |
—
|
| |
192,000
|
|
| |
Mario Eduardo Vázquez
|
| |
94,621
|
| |
119,292
|
| |
8,003
|
| |
221,916
|
|
| |
Total
|
| |
$597,782
|
| |
$835,044
|
| |
$36,410
|
| |
$1,469,236
|
|
|
1.
|
The amounts in this column include all fees earned for fiscal year 2023, as described above, and additional cash retainers for committee chairs and the lead independent director. As a result, the amounts include (i) the portion of the fees earned under the 2023 Director Compensation Program for the period June to December, 2023 and (ii) the portion of the fees earned under the 2022 Director Compensation Program for the period January to June, 2023.
|
|
2.
|
The amounts in this column include the fair value at the grant dates for stock awards earned during the fiscal year 2023, calculated in accordance with FASB ASC Topic 718. Under the terms of the Director Compensation Program, fair value means (i) the closing price of the shares as listed on NASDAQ (or other national exchange on which such shares may be publicly traded) or (ii) in the absence of an established market for the shares, the fair market value determined in good faith by the board or a committee appointed by the Board to administer the plan.
|
|
3.
|
The amounts in this column include the tax gross-ups paid or estimated to be paid by the Company on behalf of our Non-US resident directors. These amounts include actual payments made in June 2023 for the period of January to June 2023, and estimated payments the Company expects to make in June 2024 for the period of June to December 2023.
|
|
|
| |
40
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
|
|
|
Additional Governance Matters
|
Our board has adopted a code of ethics (the “MELI Code” or “Code”) that applies to our officers, directors and employees. Among other matters, our Code is designed to deter wrongdoing and to promote:
|
■
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
|
■
|
full, fair, accurate, timely and understandable disclosure in our SEC filings and other public communications;
|
|
■
|
compliance with applicable governmental laws, rules and regulations;
|
|
■
|
prompt internal reporting of violations of the Code to appropriate persons identified in the code; and
|
|
■
|
accountability for adherence to the code.
|
In February, 2023 our Board of Directors approved an updated version of our Code. This version maintains substantially the same provisions as the former, but expressed in plain language, with concrete examples and in a friendly visual design that facilitates its understanding by our teams. It also includes specific references to ESG matters, trade compliance and human rights, and sets forth particular provisions addressed to handle new realities, such as a hybrid work environment.
We have carried out an internal process to obtain each of our employees´ formal acceptance of the Code. Also, we launched a new mandatory online training to ensure employees are aware of the code. The training covers ethical business standards that MercadoLibre requires of its employees such as anti-corruption guidelines, conflict of interest and confidential information standards and procedures, among others.
Our audit committee must approve any waiver of the Code for our executive officers or directors, and any waiver shall be promptly disclosed. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Code applicable to our chief executive officer and chief financial officer by posting the required information on our investor relations section of our website at
http://investor.mercadolibre.com
.
We believe it is important that our stockholders understand our governance practices. In order to help ensure the transparency of our practices, we have posted information regarding our corporate governance procedures on our investor relations website at
http://investor.mercadolibre.com
.
Corporate Hotline
We have an anonymous and confidential whistleblower hotline for employees and third parties to report illegal or unethical behaviors. Complaints received through the hotline are analyzed and investigated by a compliance team appointed by the Head of Risk and Compliance for that purpose. If the investigation confirms any wrongdoing, a report is issued to management with a recommendation of corrective actions that aim to remedy the situation and/or identify and control any other irregularities. Management then considers the recommendations in the report and implements steps to remediate.
NASDAQ rules require listed companies to have a board of directors with at least a majority of independent directors. Under NASDAQ’s rules, in order for a director to be deemed independent, our board must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities as a director of our Company. As part of our corporate governance guidelines, our board has adopted guidelines setting forth categories of relationships that it has deemed material for purposes of making a determination regarding a director’s independence. On an annual basis, each member of our board is required to complete a questionnaire designed to provide information to assist our board
|
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
41
|
| |
|
|
Additional Governance Matters
|
| |
|
in determining whether the director is independent under NASDAQ rules and our corporate governance guidelines. Our board has determined that each of Messrs. Calemzuk, Vázquez, Aguzin, Dubugras, Sanders, and Mses. Segal and Petroni, is independent under the listing standards of NASDAQ and our corporate governance guidelines. Our governance guidelines require any director who has previously been determined to be independent to inform the chairman of our board and our corporate secretary of any change in circumstance that may cause his or her status as an independent director to change.
Other than our chief executive officer and Mr. Nicolás Galperin, who are brothers, there are no family relationships among our officers and directors, nor are there any arrangements or understandings between any of our directors or officers or any other person pursuant to which any officer or director was or is to be selected as an officer or director.
We expect our directors, executives and employees to conduct themselves with the highest degree of integrity, ethics and honesty. MercadoLibre’s credibility and reputation depend upon the good judgment, ethical standards and personal integrity of each director, executive and employee. In order to better protect MercadoLibre and its stockholders, we periodically review our Code to ensure that it provides clear guidance to our directors, executives and employees.
Our directors, executive officers, vice presidents and certain other persons as our General Counsel may designate from time to time are strongly discouraged from engaging in hedging transactions with respect to Company securities. Such persons are also strongly discouraged from pledging Company securities in any way as collateral for a loan or from holding Company securities in a margin account. In addition, MercadoLibre requires all such persons to refrain from entering into any of the aforementioned transactions, even during the trading window, unless they have pre-cleared the transaction with General Counsel. Short sales of Company securities are prohibited for our directors and all of our employees (including officers).
We have entered into indemnification agreements with each of our directors and executive officers that obligate us to indemnify them to the fullest extent permitted by Delaware law.
The board has delegated to the audit committee the responsibility to review and approve all transactions or series of transactions in which we or a subsidiary is a participant, the amount involved exceeds $120,000 and a “related person” (as defined in Item 404 of Regulation S-K) has a direct or indirect material interest. As set forth in the audit committee charter, transactions that fall within this definition will be referred to the audit committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the audit committee will decide whether or not to approve the transaction and will approve only those transactions that are in the best interests of our Company.
|
|
| |
42
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
|
|
|
Executive Officers
|
Our executive officers serve at the discretion of our board, and serve until their successors are elected and qualified or until their earlier death, resignation or removal. The following table contains information regarding our executive officers as of April 25, 2024.
| |
NAME
|
| |
AGE
|
| |
POSITION
|
|
| |
Marcos Galperin
|
| |
52
|
| |
Chairman of the Board, President and Chief Executive Officer
|
|
| |
Martín de los Santos
|
| |
54
|
| |
Executive Vice President and Chief Financial Officer
|
|
| |
Ariel Szarfsztejn
|
| |
42
|
| |
Commerce President
|
|
| |
Osvaldo Giménez
|
| |
53
|
| |
Fintech President
|
|
| |
Daniel Rabinovich
|
| |
46
|
| |
Executive Vice President and Chief Operating Officer
|
|
| |
Marcelo Melamud
|
| |
53
|
| |
Senior Vice President and Chief Accounting Officer
|
|
| |
Juan Martín de la Serna
|
| |
57
|
| |
Executive Vice President - Corporate Affairs
|
|
For biographical information on our chief executive officer, please see the biographical description provided above under the caption “Information on Our Board of Directors and Corporate Governance.”
| |
|
| |
Martín de los Santos has been our Executive Vice President and Chief Financial Officer since January, 2024. Prior to his appointment, he served as our Senior Vice President and Chief Financial Officer, a position to which he was appointed in August 2023. He joined MercadoLibre in 2013 as Vice President of Strategy and Corporate Development. Then, from 2017 to 2023, Mr. de los Santos was Senior Vice President of Mercado Crédito. Before joining MercadoLibre, Mr. de los Santos held positions at Vostu, IMPSA, Merrill Lynch, McKinsey Co. and Goldman Sachs. He also served as an independent director of MercadoLibre from 2008 until his resignation in 2013. Mr. de los Santos holds an M.B.A. from Stanford University and a B.S. in Business Administration from the University of North Carolina at Chapel Hill.
|
|
|
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
43
|
| |
|
|
Executive Officers
|
| |
|
| |
|
| |
Ariel Szarfsztejn has been our Commerce President since January, 2024. Prior to this appointment, he served as an Executive Vice President of Commerce, a position to which he was appointed in January 2022. He joined MercadoLibre in 2017 as Vice President of Strategy and Corporate Development. Then, from 2018 to 2020 he was Vice President of Mercado Envios, and from 2020 to 2021 Senior Vice President and head of Mercado Envios. Before joining MercadoLibre, Mr. Szarfsztejn worked at Despegar (NYSE: DESP) where he was responsible for managing the hotels business unit. Prior to that, he spent several years leading strategy consulting projects for Boston Consulting Group in Latin America. Mr. Szarfsztejn holds a Cum-Laude degree in Economics from University of Buenos Aires and has an M.B.A. from the Stanford University Graduate School of Business.
|
|
| |
|
| |
Osvaldo Giménez has been our Fintech President since August 2020. Prior to this appointment, he was responsible for Mercado Pago operations, a position to which he was appointed in February 2004. Mr. Giménez joined MercadoLibre in January 2000 as country manager of Argentina and Chile. Before joining us, Mr. Giménez was an associate in Booz Allen and Hamilton and worked for Santander Investments in New York. He received an M.B.A. from Stanford University and graduated from Buenos Aires Technological Institute with a B.S. in industrial engineering.
|
|
| |
|
| |
Daniel Rabinovich has been our Chief Operating Officer since August 2020. Prior to this appointment, from 2019 until August 2020, Mr. Rabinovich was our Chief Operating Officer (Product Technology), and prior to that he served as our Chief Technology Officer, a position to which he was appointed in January 2011. Before his appointment as Chief Technology Officer, Mr. Rabinovich served as our vice president of product development since January 2009, having joined MercadoLibre in March 2000 as an application architect. Before joining us, he worked in the application architecture team at PeopleSoft. He holds a Master’s degree in Technological Services Management from the Universidad de San Andres and graduated with honors from the University of Buenos Aires with a degree in information systems.
|
|
|
|
| |
44
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
|
|
Executive Officers
|
| |
|
| |
|
| |
Marcelo Melamud is a senior vice president and has served as our chief accounting officer since August 2008. Prior to this appointment, Mr. Melamud served as our vice president — administration and control, a position to which he was appointed in April 2008. From July 2004 through March 2008, he served as the director of finance of MDM Hotel Group, a developer, owner and operator of Marriott branded hotels in Miami, Florida. From July 1998 through July 2004, Mr. Melamud worked in various finance roles for Fidelity Investments, a provider of investment products and services. During his work at Fidelity Investments, Mr. Melamud served as the director of finance of the World Trade Center Boston/Seaport Hotel and he also served as the director of finance of MetroRed Telecom Group Ltd., a fiber-optic telecommunication provider of data, value added and hosting services within Latin America. Mr. Melamud received his Master’s in business administration from the Olin Graduate School of Business at Babson College and is a certified public accountant in Argentina.
|
|
| |
|
| |
Juan Martin de la Serna is an Executive Vice President in charge of Corporate Affairs and is President of our Argentina business since 2020. Prior to this appointment, he served as Business Development Manager from 1999 until 2001, Head of Category Management from 2001 to 2004, Country Manager responsible for overseeing the Company's operations in Argentina, Uruguay, Ecuador, Perú, Costa Rica, Panamá and Dominican Republic from 2004 to 2012 and Senior Vice President of Mercado Envíos from 2012 to 2020. Before joining us, Mr. de la Serna worked in financial markets for more than 10 years. He was also President of the Argentine Chamber of Commerce (Cámara Argentina de Comercio Electrónico) (CACE) in 2009. Mr. de la Serna graduated from the University of Buenos Aires with a degree in economics.
|
|
|
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
45
|
| |
|
|
|
Delinquent Section 16(a) Reports
|
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of our common stock with the SEC. Officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely upon review of the copies of such reports furnished to us or prepared by us and written representations that no other such reports were required, we believe that during the period from January 1, 2023 through December 31, 2023, all Section 16(a) filing requirements applicable to our officers, directors and greater-than-10% beneficial owners were complied with on a timely basis. For the period from January 1, 2024 through the date of this proxy statement, we believe that all Section 16(a) filing requirements applicable to our officers, directors and greater-than-10% beneficial owners have been complied with on a timely basis.
|
|
| |
46
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
|
|
|
Beneficial Ownership of Our Common Stock
|
The following tables set forth information, as of April 9, 2024, regarding the beneficial ownership of our common stock. This information is based solely on SEC filings made by the individuals and entities by that date and upon information submitted to us by our directors, director nominee and executive officers, and includes:
|
■
|
each person that is known by us to be a beneficial owner of more than 5% of our outstanding equity securities;
|
|
■
|
each of our named executive officers;
|
|
■
|
each of our directors and director nominees; and
|
|
■
|
all directors and current executive officers as a group.
|
Except as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares shown as beneficially owned by the stockholder. Unless indicated otherwise in the footnotes, the address of each individual listed in the table is c/o MercadoLibre, Inc., WTC Free Zone Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300.
| |
|
| |
TOTAL COMMON STOCK
(1)
|
| |||
| |
NAME AND ADDRESS OF BENEFICIAL OWNER
|
| |
NUMBER
|
| |
PERCENTAGE
|
|
| |
Five percent stockholders
(1)
:
|
| |
|
| |
|
|
| |
Baillie Gifford Co.
(2)
|
| |
5,383,227
|
| |
10.62%
|
|
| |
Galperin Trust
(3)
|
| |
3,650,136
|
| |
7.20%
|
|
| |
Capital Research Global Investors
(4)
|
| |
2,627,083
|
| |
5.18%
|
|
| |
Directors and executive officers:
|
| |
|
| |
|
|
| |
Marcos Galperin
|
| |
—
|
| |
—
|
|
| |
Martín de los Santos
|
| |
410
|
| |
*
|
|
| |
Pedro Arnt
(5)
|
| |
15,000
|
| |
*
|
|
| |
Ariel Szarfsztejn
(6)
|
| |
76
|
| |
*
|
|
| |
Daniel Rabinovich
|
| |
—
|
| |
—
|
|
| |
Osvaldo Giménez
|
| |
18,385
|
| |
*
|
|
| |
Juan Martín de la Serna
|
| |
200
|
| |
*
|
|
| |
Marcelo Melamud
|
| |
55
|
| |
*
|
|
| |
Emiliano Calemzuk
(7)(8)
|
| |
383
|
| |
*
|
|
| |
Nicolás Galperin
|
| |
—
|
| |
—
|
|
| |
Richard Sanders
(7)
|
| |
275
|
| |
*
|
|
| |
Susan Segal
(7)
|
| |
644
|
| |
*
|
|
| |
Mario Vázquez
(7)
|
| |
2,970
|
| |
*
|
|
| |
Alejandro Nicolás Aguzin
(7)
|
| |
4,616
|
| |
*
|
|
| |
Henrique Dubugras
(7)(9)
|
| |
1,146
|
| |
*
|
|
| |
Andrea Mayumi Petroni Merhy
(7)
|
| |
213
|
| |
*
|
|
| |
All directors and current executive officers as a group (15 persons)
|
| |
29,373
|
| |
*
|
|
|
*
|
Indicates less than 1% ownership
|
|
1.
|
Based on an aggregate amount of 50,697,442- shares of our common stock issued and outstanding as of April 9, 2024.
|
|
2.
|
According to a Schedule 13G/A filed on January 29, 2024 by Baillie Gifford Co., Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland, UK (“Baillie Gifford”), a non-U.S. institution, Baillie Gifford is the beneficial owner of 5,383,227 shares of our common stock. Baillie Gifford has sole voting power over
|
|
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
47
|
| |
|
|
Beneficial Ownership of Our Common Stock
|
| |
|
4,131,060 shares of our common stock and sole dispositive power over 5,383,227 shares of our common stock. Securities reported on the Schedule 13G/A as being beneficially owned by Baillie Gifford are held by Baillie Gifford and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients.
|
3.
|
According to a Schedule 13G/A filed on February 14, 2024 jointly by the Galperin Trust, Rue du Rhône 118, 1204, Geneva, Switzerland (the “Trust”), Meliga No. 1 Limited Partnership, Zuidplein 116, Tower H, 14th floor, 1077 XV, Amsterdam, The Netherlands (“Meliga LP”) and Volorama Stichting , Zuidplein 116, Tower H, 14th floor, 1077 XV, Amsterdam, The Netherlands (each a “Reporting Person”), each Reporting Person is the beneficial owner of 3,650,136 shares of our common stock. The Trust and Volorama Stichting each have shared voting power over 3,650,136 shares of our common stock and shared dispositive power over 3,650,136 shares of our common stock, and Meliga LP has sole voting power over 3,650,136 shares of our common stock and sole dispositive power over 3,650,136 ###shares of our common stock.
|
|
4.
|
According to a Schedule 13G/A filed on February 9, 2024 by Capital Research Global Investors, 333 South Hope Street, 55th Fl, Los Angeles, California 90071 (“Capital Research”), an investment adviser registered under Section 240.13d-1(b)(1)(ii)(E)of the Investment Advisers Act of 1940, Capital Research is the beneficial owner of 2,627,083 shares of our common stock. Capital Research has sole voting power over 2,623,453 shares of our common stock and sole dispositive power over 2,627,083 shares of our common stock. Capital Research Global Investors is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K. and Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). Capital Research divisions of each of the investment management entities collectively provide investment management services under the name “Capital Research Global Investors.”
|
|
5.
|
Mr. Arnt resigned from his position as Executive Vice President and Chief Financial Officer of the Company, effective as of August 10, 2023; beneficial ownership information for Mr.Arnt is based on information available to the Company as of April 9, 2024.
|
|
6.
|
Includes one share of common stock in the form of 60 MercadoLibre, Inc. CEDEARs.
|
|
7.
|
Includes 98 shares of common stock, subject to forfeiture and transfer restrictions until the 2024 Annual Meeting of the shareholders of MercadoLibre, Inc.
|
|
8.
|
Includes 170 shares of common stock owned indirectly through a retirement account.
|
|
9.
|
Includes 845 shares held indirectly through TDB Capital LLC.
|
|
|
| |
48
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
|
|
|
Executive Compensation
|
In this section, we describe and discuss our executive compensation program, including our philosophy to align our executive officers’ incentive compensation with stockholder value creation, the material elements of and total compensation paid to each of our named executive officers in 2023 and the processes used by our compensation committee when making compensation decisions.
The named executive officers in this proxy statement are:
|
■
|
Marcos Galperin, President and Chief Executive Officer
|
|
■
|
Martín de los Santos, Executive Vice President and Chief Financial Officer
|
|
■
|
Pedro Arnt, former Executive Vice President and Chief Financial Officer
|
|
■
|
Juan Martin de la Serna, Executive Vice President – Corporate Affairs
|
|
■
|
Osvaldo Giménez, Fintech President
|
|
■
|
Daniel Rabinovich, Executive Vice President and Chief Operating Officer
|
Mr. Arnt resigned from his position as Executive Vice President and Chief Financial Officer of the Company, effective August 10, 2023, in order to pursue a new opportunity. On August 10, 2023, the board of directors of the Company appointed Martín de los Santos, who was serving as the Company’s Senior Vice President of Mercado Credito, to serve as Senior Vice President and Chief Financial Officer, effective August 10, 2023. In January 2024, Mr. de los Santos was appointed as an Executive Vice President and Chief Financial Officer.
The Executive Summary below provides an overview of our performance during 2023 and its correlation to our compensation decisions and practices.
Executive Summary
EXECUTIVE COMPENSATION PROGRAM PHILOSOPHY AND OBJECTIVES
We operate in a rapidly evolving and highly competitive market that requires a highly qualified executive management team with strong operational skills. Our executive compensation philosophy is designed to align the compensation of our named executive officers with our business objectives and reward performance over both the short and long term. In evaluating the individual components of overall compensation for each of our named executive officers, the compensation committee reviews not only the individual elements of compensation, but also total compensation. By design, a significant portion of the compensation awarded under our executive compensation program is contingent upon Company performance, in the case of our president and chief executive officer, and both individual and Company performance, in the case of our other named executive officers. The committee remains committed to this philosophy of pay-for-performance and will continue to review executive compensation programs for the best methods to promote stockholder value through employee incentives.
We are committed to providing an executive compensation program that supports the following goals and philosophies:
|
■
|
aligning our management team’s interests with stockholders’ expectations;
|
|
■
|
effectively compensating our management team for actual performance over the short and long term;
|
|
■
|
attracting and retaining an experienced and effective management team;
|
|
■
|
motivating and rewarding our management team to produce growth and performance for our stockholders that is sustainable and consistent with prudent risk-taking and based on sound corporate governance practices; and
|
|
■
|
providing market competitive levels of target (i.e., opportunity) compensation.
|
|
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
49
|
| |
|
|
Executive Compensation
|
| |
|
CONSIDERATION OF 2023 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION
At the 2023 Annual Meeting of Stockholders, stockholders approved our 2022 advisory vote on executive compensation with approximately 84.74% of the votes cast in favor. We believe that strong support of our stockholders for the 2022 say-on-pay vote proposal indicates that our stockholders are generally supportive of our approach to executive compensation. In the future, we will continue to consider the outcome of our say-on-pay votes and other stockholder feedback when making compensation decisions regarding our named executive officers.
STRUCTURE OF OUR 2023 EXECUTIVE COMPENSATION PROGRAM
As discussed in more detail below, our 2023 executive compensation program is comprised of three different compensation elements:
| |
ELEMENT OF PAY
|
| |
DESCRIPTION OF ELEMENT
|
|
| |
Base Salary
|
| |
Annual fixed cash compensation established based on the scope of the responsibilities and individual experience of our named executive officers, taking into account competitive market compensation.
|
|
| |
Annual Bonus
|
| |
Annual cash bonuses to compensate named executive officers for achieving short-term financial and operational goals during the preceding fiscal year.
|
|
| |
Long-Term Retention Plan Bonus (“LTRP”)
|
| |
Long-term cash incentive paid over a six-year period through annual fixed payments as well as annual variable payments that depend on the value of our stock over the six-year period over which the bonus is paid.
|
|
HIGHLIGHTS OF OUR EXECUTIVE COMPENSATION PROGRAM IN 2023
In making its compensation decisions for the 2023 performance year, the compensation committee recognized our Company’s 2023 results and the contributions and accomplishments of the named executive officers to our continuing growth story. The following is a summary of the highlights of our 2023 executive compensation program:
|
■
|
Base salary represents a relatively small percentage of total direct compensation for our named executive officers, with a significant portion of our named executive officers’ compensation based on the Company’s demonstrated performance. As illustrated below, 94.5% of our chief executive officer’s total target direct compensation for our 2023 fiscal year was performance based and 81.7% the average total target direct compensation of our other active named executive officers as of December 31, 2023 was performance based.
|
|
■
|
A portion of the compensation awarded under our 2023 executive compensation program is contingent upon both individual and Company performance, with respect to our named executive officers. In 2023, subject to satisfaction of the Minimum Eligibility Conditions (described under “2023 Annual Bonus Performance Elements” below), the total amount of our chief executive officer’s annual bonus was based on pre-determined Company performance criteria. For each of our other named executive officers, subject to satisfaction of the Minimum Eligibility Conditions, the cash award was partially based on pre-determined Company performance criteria and partially based on a qualitative assessment of individual performance.
|
|
■
|
The bonuses granted to our named executive officers under our 2023 LTRP are paid out over a period of six years and subject to forfeiture if a named executive officer retires, resigns or terminates his employment for any reason, or if a named executive officer takes certain specified actions that could adversely affect our business. In addition, 50% of the cash payable under the 2023 LTRP will move in tandem with increases or decreases in our stock price during the six year period over which the bonus is paid.
|
|
■
|
We continue to provide no executive perquisites.
|
|
|
| |
50
|
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MercadoLibre
2024 Proxy Statement
|
| |
|
|
Executive Compensation
|
| |
|
How Compensation Decisions are Made
ROLE OF THE COMPENSATION COMMITTEE
Our compensation committee reviews and sets all compensation programs applicable to our executive officers and directors, our overall compensation strategy for all employees, and the specific compensation of our executive officers on an annual basis. In the course of this review, the compensation committee considers our current compensation programs and whether to modify them or introduce new programs or elements of compensation in order to better meet our overall compensation objectives. The compensation committee has the authority to select, retain and terminate special counsel and other experts (including compensation consultants), as the committee deems appropriate. Our compensation committee has, from time to time, engaged compensation consultants to assist the compensation committee in reviewing and developing recommendations related to fixed and performance-based compensation for our named executive officers as well as the market terms for our LTRP agreements.
ROLE OF EXECUTIVE OFFICERS AND CONSULTANTS
While the compensation committee determines our overall compensation philosophy and sets the compensation of our executive officers, it looks to our chief executive officer and the senior vice president of human resources and the compensation consultants retained by the committee, if any, to work within the compensation philosophy to make recommendations to the compensation committee with respect to both overall guidelines and specific compensation decisions. Each of our chief executive officer and our senior vice president of human resources provides the board and the compensation committee with their perspectives on the performance of our executive officers as part of the annual personnel review and succession planning discussions, and recommends to the compensation committee specific salary amounts for executive officers, other than the chief executive officer, and recommendations on other compensation programs, which the compensation committee considers before making final compensation determinations. Our senior vice president of human resources works closely with the chairman of our compensation committee and attends certain compensation committee meetings to provide perspectives on the competitive landscape and the needs of the business, information regarding our performance, and technical advice.
The compensation committee establishes compensation levels for our chief executive officer on its own or in consultation with the compensation consultants it retains, if any, and our chief executive officer is not present during any of these discussions.
COMPETITIVE CONSIDERATIONS
To set total compensation guidelines, the compensation committee reviews market data of companies against which the compensation committee believes our Company competes for executive talent. The committee believes that it is necessary to consider this market data in making compensation decisions in order to attract and retain top-notch executive talent.
With the aim of gaining accuracy in our process of compensation benchmarking, in 2023, we carried out a study with Mercer to revisit and introduce changes to our previous compensation peer group based on public information available about the size of revenues, market capitalization and related industry of each selected company, resulting in a list of companies that we considered when analyzing and making decisions relating to our 2023 compensation process. The companies include: Airbnb, Inc., Block, Inc., Booking Holdings Inc., Discover Financial Services, eBay Inc., Fidelity National Information Services, Inc., Fiserv, Inc., Global Payments Inc., Intuit Inc., PayPal Holdings, Inc., Pinterest, Inc., ServiceNow, Inc., Shopify Inc., Uber Technologies, Inc., Workday, Inc., Zoom Video Communications, Inc., Coupang, Inc. and Naspers Limited.
We also participate and analyze different surveys of market compensation practices in our industry and broadly across all industries. To determine 2023 executive officer compensation, our compensation committee takes into consideration information about compensation peers and market survey to craft competitive compensation packages appropriate for our particular executives.
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MercadoLibre
2024 Proxy Statement
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51
|
| |
|
|
Executive Compensation
|
| |
|
Elements of Compensation
The following table summarizes the various elements of compensation paid to our named executive officers, in each of 2023, 2022 and 2021. Due to the SEC’s reporting requirements, the information set forth in the table below may not correspond with the amounts included in the table under the caption “Summary Compensation Table” below. However, we believe the following summary to be a more accurate reflection of the compensation actually paid in each of these years to our named executive officers.
| |
IN U.S. DOLLARS
|
| |
YEAR
|
| |
BASE
SALARY
($)
(1)
|
| |
ANNUAL
BONUS
($)
(1)(2)
|
| |
LONG TERM RETENTION PLANS (CASH)
(4)
|
| |
TOTAL
($)
(*)
|
| |||||||||||||||||||||
| |
2016
($)
|
| |
2017
($)
|
| |
2018
($)
|
| |
2019
($)
|
| |
2020
($)
(3)
|
| |
2021
($)
|
| |
2022
($)
|
| |
2023
($)
|
| |||||||||||||||
| |
Marcos Galperin
President
and CEO
|
| |
2023
|
| |
522,883
|
| |
239,179
|
| |
—
|
| |
—
|
| |
—
|
| |
2,771,220
|
| |
1,829,987
|
| |
1,021,423
|
| |
1,035,873
|
| |
2,170,611
|
| |
9,591,176
|
|
| |
2022
|
| |
448,824
|
| |
218,958
|
| |
—
|
| |
3,177,806
|
| |
—
|
| |
1,919,710
|
| |
1,333,174
|
| |
829,312
|
| |
838,316
|
| |
—
|
| |
8,766,100
|
| |||
| |
2021
|
| |
400,146
|
| |
343,232
|
| |
6,707,822
|
| |
4,696,339
|
| |
—
|
| |
2,716,874
|
| |
1,798,279
|
| |
1,009,162
|
| |
—
|
| |
—
|
| |
17,671,854
|
| |||
| |
Martín de los Santos
(5)
Executive VP and CFO
|
| |
2023
|
| |
511,299
|
| |
116,500
|
| |
—
|
| |
—
|
| |
313,275
|
| |
306,521
|
| |
208,645
|
| |
133,093
|
| |
202,464
|
| |
390,710
|
| |
2,182,507
|
|
| |
Pedro Arnt
Former Executive VP and CFO
|
| |
2023
|
| |
316,256
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
316,256
|
|
| |
2022
|
| |
439,764
|
| |
141,857
|
| |
—
|
| |
598,537
|
| |
—
|
| |
498,408
|
| |
346,128
|
| |
215,312
|
| |
232,123
|
| |
—
|
| |
2,472,129
|
| |||
| |
2021
|
| |
369,264
|
| |
190,033
|
| |
1,263,413
|
| |
884,552
|
| |
—
|
| |
705,374
|
| |
—
|
| |
262,006
|
| |
—
|
| |
—
|
| |
3,674,642
|
| |||
| |
Osvaldo Giménez
Fintech President
|
| |
2023
|
| |
527,858
|
| |
240,545
|
| |
—
|
| |
—
|
| |
—
|
| |
721,531
|
| |
476,466
|
| |
399,280
|
| |
404,929
|
| |
759,713
|
| |
3,530,322
|
|
| |
2022
|
| |
450,314
|
| |
145,260
|
| |
—
|
| |
668,010
|
| |
—
|
| |
499,826
|
| |
347,113
|
| |
324,183
|
| |
327,703
|
| |
—
|
| |
2,762,409
|
| |||
| |
2021
|
| |
378,123
|
| |
253,682
|
| |
1,263,413
|
| |
987,223
|
| |
—
|
| |
707,381
|
| |
468,210
|
| |
394,487
|
| |
—
|
| |
—
|
| |
4,452,519
|
| |||
| |
Daniel Rabinovich
Executive VP and COO
|
| |
2023
|
| |
558,511
|
| |
153,486
|
| |
—
|
| |
—
|
| |
—
|
| |
719,484
|
| |
475,114
|
| |
332,733
|
| |
371,185
|
| |
759,713
|
| |
3,370,226
|
|
| |
2022
|
| |
537,875
|
| |
224,789
|
| |
—
|
| |
801,613
|
| |
—
|
| |
498,408
|
| |
346,128
|
| |
270,152
|
| |
300,394
|
| |
—
|
| |
2,979,359
|
| |||
| |
2021
|
| |
433,989
|
| |
274,635
|
| |
1,692,071
|
| |
1,184,668
|
| |
—
|
| |
705,374
|
| |
466,882
|
| |
328,739
|
| |
—
|
| |
—
|
| |
5,086,358
|
| |||
| |
Juan Martín
de la Serna
Executive VP Corporate Affairs
|
| |
2023
|
| |
519,078
|
| |
142,650
|
| |
—
|
| |
—
|
| |
313,275
|
| |
303,079
|
| |
447,095
|
| |
249,550
|
| |
286,824
|
| |
586,065
|
| |
2,847,616
|
|
| |
2022
|
| |
499,899
|
| |
208,917
|
| |
—
|
| |
160,323
|
| |
214,062
|
| |
209,953
|
| |
325,716
|
| |
202,614
|
| |
232,123
|
| |
—
|
| |
2,053,607
|
| |||
|
*
|
The table above may not total due to rounding.
|
|
1.
|
Base salaries in respect of fiscal year 2023 are paid in U.S dollars for Mr. Galperin, in Argentine pesos for Messrs. Rabinovich and de la Serna and in Uruguayan pesos for Messrs. de los Santos, Arnt and Giménez. Base salaries that are paid in Argentine pesos or Uruguayan Pesos are disclosed above in U.S. dollars, in each case, at the average exchange rate for each month of the year ended December 31, 2023. Mr. Galperin’s base salary is calculated considering a fixed amount in Uruguayan Pesos and then converted into U.S. dollars at the exchange rate of the monthly payroll calculation date. Annual Bonuses in respect of fiscal year 2023 are paid in U.S. dollars for Mr. Galperin, in Argentine pesos for Messrs. Rabinovich and de la Serna and in Uruguayan Pesos for Messrs. de los Santos and Giménez. Except for Mr. Galperin whose annual bonus is calculated considering a fixed amount in Uruguayan Pesos and then converted into U.S. dollars at the exchange rate of the payroll calculation date and then paid in U.S. dollar, annual bonuses are disclosed above in U.S. dollars in each case, at the average exchange rate for the month of December, 2023.
|
|
2.
|
For 2021, Annual Bonus column includes the transition bonus approved by the board on March 29, 2019, which was intended to fill a one-time gap in the total pay package that arose from the rebalancing that shifted a significant portion of the executive officers’ total pay package from the Company’s annual incentive plan to its long-term retention plans. Transition bonus were paid in U.S. dollars. For Mr. Rabinovich and Mr. de la Serna in 2023, it also includes an increase of 36.5% ($41,042 and $38,145, respectively) to the annual bonus amount earned in respect of 2023, approved by the compensation committee for the Company´s Argentine employees to minimize income loss due to high inflation in that country.
|
|
3.
|
Portions of 2020 LTRP were cancelled for Mr. Arnt due to the incident with an unaffiliated entity mentioned and described in our Annual Report on Form 10-K filed on March 1, 2021. A penalty was applied to Mr. Arnt canceling the 1st and 2nd tranches of 2020 LTRP.
|
|
4.
|
For a description of our LTRPs, as defined below, see “—Elements of Compensation—Long-Term Retention Plans” and “—Prior Long-Term Retention Plans” below. The amounts reported in this table include the total compensation actually paid in cash to named executive officers in accordance with the LTRPs in each fiscal year presented. LTRP awards are paid in U.S. dollars.
|
|
5.
|
Reflects Mr. de los Santos's increased target award under the 2023 LTRP in connection with his position change to Senior Vice President and Chief Financial Officer in August 2023. Mr. de los Santos’s base salary and annual bonus remained consistent throughout 2023. Mr. de los Santos continued to serve as a Senior Vice President and Chief Financial Officer until January 1, 2024, at which point he was promoted to Executive Vice President and Chief Financial Officer.
|
|
|
| |
52
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
|
|
Executive Compensation
|
| |
|
BASE SALARY
Base salaries for our named executive officers are established based on the scope of their responsibilities and individual experience, taking into account competitive market compensation paid by the above peer companies for similar positions. Base salaries are reviewed at least annually for merit increases and cost of living adjustments, and adjusted from time to time to realign salaries with market levels based on the peer review and after taking into account individual responsibilities, performance and experience.
In reviewing base salaries for 2023, the compensation committee considered the comparative market data previously mentioned. The committee believes that each named executive officer’s salary level is appropriate in light of his roles and responsibilities within our Company.
ANNUAL BONUS
In addition to base salaries, each of our named executive officers is eligible to receive annual cash bonuses. The compensation committee uses annual cash bonuses to compensate named executive officers for achieving short-term financial and operational goals and, in the case of our named executive officers other than our president and chief executive officer, for achieving individual annual performance objectives during the preceding fiscal year. These objectives are generally established in the first half of the year and vary depending on the individual named executive officer, but relate generally to financial and operational targets as well as a cultural alignment assessment carried out by the chief executive officer for the rest of the named executive officers. If established objective thresholds for the annual corporate performance period are not met, the executive does not receive a bonus under our annual cash bonus program for the year. After the end of each fiscal year, our actual corporate performance is compared to the pre-determined objectives established by our board of directors during the prior year and an individual performance multiplier is applied to determine the annual cash bonus award payout.
For 2023, the compensation committee selected the following as the corporate performance (the “Consolidated Corporate Performance”) measures:
|
■
|
Net revenues, defined as our net revenues for 2023, excluding Venezuela net revenues. This metric is measured in constant dollars;
|
|
■
|
Income from operations, defined as our income from operations in 2023. This metric is measured in constant dollars;
|
|
■
|
Total payment volume - adjusted, defined as the number of transactions paid for using Mercado Pago, including only On Platform, Online Payments Aggregator, Wallet, Point, Credit Card and Prepaid transactions. This metric is measured in constant dollars; and
|
|
■
|
Competitive NPS, which stands for Net Promoter Score and is defined as a metric of our Commerce and Fintech customers’ satisfaction, calculated as the percentage of promoters (customers who would likely recommend MercadoLibre) minus the percentage of detractors (customers who would not likely recommend MercadoLibre). This metric is measured by renowned independent market research consultants (Ipsos, Megaresearch and Netquest), through anonymous surveys that compare MercadoLibre with its main competitors in each country.
|
The Consolidated Corporate Performance measure is calculated as a weighted average of the metrics described above (as set forth below in “Weighting of 2023 Annual Bonus Performance Measures”), which are converted from the local currency into U.S. dollars at the previous year’s applicable exchange rate, in order to mitigate the impact of fluctuations in local currencies on the Company’s operational performance.
The following changes were made between the 2021 and 2022 measures:
|
■
|
Increase weight for Income from operations metric from 25% to 35% (then reducing Net Revenues adjusted weight from 50% to 40%).
|
|
■
|
Remove Percentage of weighted Shipping lead time in less than 2 days metric and increase weight of Competitive NPS metric from 10% to 15%.
|
Between 2022 and 2023, the Net revenues metric was changed from adjusted (defined as our net revenues net of the transportation costs charged by third-party carriers, including those charges presented in gross basis) to as reported, both measured in constant dollars.
|
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
53
|
| |
|
|
Executive Compensation
|
| |
|
WEIGHTING OF 2023 ANNUAL BONUS PERFORMANCE MEASURES
The following table describes the components of each named executive officer’s 2023 annual bonus and the percentage weight of each element:
| |
CONSOLIDATED PERFORMANCE—
CONSTANT DOLLARS
(1)
|
| |
MARCOS
GALPERIN
|
| |
MARTÍN DE
LOS SANTOS
|
| |
PEDRO
ARNT
(4)
|
| |
OSVALDO
GIMÉNEZ
|
| |
DANIEL
RABINOVICH
|
| |
JUAN MARTÍN
DE LA SERNA
|
|
| |
Net Revenues
|
| |
40%
|
| |
40%
|
| |
40%
|
| |
40%
|
| |
40%
|
| |
40%
|
|
| |
Income from operations
|
| |
35%
|
| |
35%
|
| |
35%
|
| |
35%
|
| |
35%
|
| |
35%
|
|
| |
Total Payment Volume - adjusted
|
| |
10%
|
| |
10%
|
| |
10%
|
| |
10%
|
| |
10%
|
| |
10%
|
|
| |
Competitive NPS
|
| |
15%
|
| |
15%
|
| |
15%
|
| |
15%
|
| |
15%
|
| |
15%
|
|
| |
Overall Performance
(2)
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
| |
100%
|
|
| |
Individual Performance Multiplier
(3)
|
| | | | | | | | | | | | | ||||||
| |
Above Expectations
|
| |
1.5
|
| |
1.5
|
| |
1.5
|
| |
1.5
|
| |
1.5
|
| |
1.5
|
|
| |
Meet Expectations
|
| |
1.0
|
| |
1.0
|
| |
1.0
|
| |
1.0
|
| |
1.0
|
| |
1.0
|
|
| |
Below Expectations
|
| |
0.5
|
| |
0.5
|
| |
0.5
|
| |
0.5
|
| |
0.5
|
| |
0.5
|
|
|
1.
|
Constant Dollars: financial metrics translated to U.S. dollars at the previous year’s applicable exchange rate, which is intended to isolate the operational performance from fluctuations in local currencies.
|
|
2.
|
Overall Performance for our named executive officers is equal to the Weighted Average for the Consolidated Performance—Constant Dollars.
|
|
3.
|
Individual Performance Multiplier is set as a multiplier for the annual bonus for each executive officer based on the qualitative assessment of individual performance for the 2023 fiscal year. Also, for the Argentine employees, the compensation committee approved an increase of 36.5% in the 2023 bonus payout to minimize the income loss due to high inflation in that country. Mr. Rabinovich and Mr. de la Serna, our named executive officers located in Argentina, received this increase.
|
|
4.
|
Received no 2023 bonus payment due to his resignation from employment in 2023.
|
2023 ANNUAL BONUS PERFORMANCE ELEMENTS
The following table sets forth the target levels for the various performance metrics (the “Minimum Eligibility Conditions”) included in the Company performance goals for 2023 and actual performance realized against those targets:
| |
METRICS
|
| |
2023 ACTUAL (IN MM)
|
| |
2023 TARGET (IN MM)
|
| |
MINIMUM ACHIEVEMENT AS PERCENTAGE OF TARGET
(1)
|
| |
ACTUAL % OF
OBJECTIVE
(2)
|
|
| |
Consolidated Performance—Constant Dollars
|
| |
|
| |
|
| |
|
| |
|
|
| |
Net Revenues
|
| |
17,694
|
| |
16,700
|
| |
81.5%
|
| |
105.9%
|
|
| |
Income from operations
|
| |
2,417
|
| |
1,944
|
| |
75.0%
|
| |
120.0%
|
|
| |
Total Payment Volume - adjusted
|
| |
264,405
|
| |
227,934
|
| |
76.9%
|
| |
116.0%
|
|
| |
Competitive NPS
|
| |
61.9%
|
| |
63.4%
|
| |
95.0%
|
| |
97.7%
|
|
| |
Weighted Average - Overall Performance
|
| | | | | |
80.8%
|
| |
110.0%
|
| ||
| |
Individual Performance Multiplier
(3)
|
| |
|
| |
|
| |
|
| |
|
|
| |
Messrs. de los Santos,
Rabinovich and de la Serna
|
| | | | | | | |
1.0
|
| |||
| |
Messrs. Galperin and Giménez
|
| |
|
| |
|
| |
|
| |
1.5
|
|
| |
Mr. Arnt
(4)
|
| | | | | | | |
—
|
|
|
1.
|
The minimum weighted average as percentage of target to meet the Minimum Eligibility Conditions was established at 80.8%. The minimum achievement for Net Revenues and Total Payment Volume - adjusted is set as the midpoint between 2022 achievements and 2023 targets, for Income from operations is set considering a maximum deviation of 1.5% of the Net Revenues target that equals 75% accomplishment and for NPS it is set at 95%.
|
|
2.
|
Percentage of target cannot be higher than 120% to limit the subsidy of over-performing to underperforming metrics. Weighted Average - Overall Performance cannot be higher than 110% and for payment purposes is capped at 100%.
|
|
3.
|
Individual Performance Multiplier is set as a multiplier for the annual bonus for each executive officer based on the qualitative assessment of individual performance for the 2023 fiscal year.
|
|
4.
|
Received no 2023 bonus payment due to his resignation from employment in 2023.
|
|
|
| |
54
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
|
|
Executive Compensation
|
| |
|
LONG-TERM RETENTION PLANS
2023 LONG-TERM RETENTION PLAN
The compensation committee makes annual grants of long-term incentive awards to focus its executives on the Company’s long-term goals, in particular its share growth. The LTRP is designed to assist us in the retention of key employees that have valuable industry experience and developed competencies. Subject to continued employment through each payment date, the LTRP is paid as follows:
|
■
|
a cash payment equal to 16.66% of half of his 2023 LTRP bonus once a year for a period of six years, (the “
Annual Fixed Payment
”); and
|
|
■
|
on each date our Company pays the Annual Fixed Payment to the named executive officer, he will also receive a cash payment equal to the product of (i) 16.66 % of half of the applicable 2023 LTRP bonus and (ii) the quotient of (a) the Applicable Year Stock Price (as defined below) over (b) $888.69, the average closing price of our common stock on the NASDAQ Global Select Market during the final 60 trading days of 2022. For purposes of the 2023 LTRP, the “Applicable Year Stock Price” is the average closing price of our common stock on the NASDAQ Global Select Market during the final 60 trading days of the fiscal year preceding the fiscal year in which the applicable payment date occurs, for so long as our common stock is listed on the NASDAQ Global Select Market.
|
2023 LTRP BONUS
The following table sets forth the nominal target value of the 2023 LTRP bonus and the portion of the 2023 LTRP bonus paid out for 2023 for each named executive officer:
| |
|
| |
NOMINAL TARGET VALUE OF 2023 LTRP BONUS
(1)
|
| |
PORTION OF 2023 LTRP BONUS PAID OUT IN RESPECT OF 2023
|
|
| |
Marcos Galperin
|
| |
$10,000,000
|
| |
$2,170,611
|
|
| |
Martín de los Santos
(2)
|
| |
$
1,800,000
|
| |
$
390,710
|
|
| |
Pedro Arnt
(3)
|
| |
$
2,200,000
|
| |
—
|
|
| |
Osvaldo Giménez
|
| |
$
3,500,000
|
| |
$
759,713
|
|
| |
Daniel Rabinovich
|
| |
$
3,500,000
|
| |
$
759,713
|
|
| |
Juan Martín de la Serna
|
| |
$
2,700,000
|
| |
$
586,065
|
|
|
(1)
|
Target value is determined based on a range at each organizational level. For NEOs, the range is initially determined by the CEO (other than for the CEO’s bonus, which is determined by the compensation committee) and subsequently approved by the compensation committee. The compensation committee has discretion to deviate from the range.
|
|
(2)
|
Commensurate with his position change to Senior Vice President and Chief Financial Officer, Mr. de los Santos's target award under the 2023 LTRP was increased from $1,200,000 to $1,800,000.
|
|
(3)
|
Received no 2023 LTRP bonus payment due to his resignation from employment in 2023.
|
Prior Long-Term Retention Plans.
Our prior LTRPs provide our named executive officers, along with other members of senior management, the opportunity to receive certain cash payments subject to achievement of the Minimum Eligibility Conditions. If the Minimum Eligibility Conditions are achieved, each named executive officer is generally eligible to receive a fixed payment, payable in equal annual installments over a 6 year period and a variable payment on the same payment schedule, whose amount fluctuates based on the ratio of our average stock price for a period of trading days over the average stock price for a period of trading days in the year the LTRP award was granted to the named executive officer, in each case, subject to continued employment.
Equity awards.
In 2019, our board amended and our stockholders approved the Amended and Restated 2009 Equity Compensation Plan. As of December 31, 2023, we had approximately 989,811 shares of common stock available for issuance under the Amended and Restated 2009 Equity Compensation Plan. As has been Company policy in recent years, management compensation is tied to capital markets performance through our LTRPs, and not through the issuance of stock. Consequently, no awards were granted to named executive officers under the Equity Plan in 2023. See “Director Compensation” for information about equity awards granted to our non-employee directors in 2023.
|
|
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MercadoLibre
2024 Proxy Statement
|
| |
55
|
| |
|
|
Executive Compensation
|
| |
|
Other compensation and benefits.
We maintain broad-based benefits that are provided to certain full-time employees, including our named executive officers, including health insurance, extra vacation days, mobile telephones, executive education sponsorship programs, parking spaces and subsidized English, Spanish or Portuguese lessons. We also provide life insurance policies for our employees, including our named executive officers, and lend cars through our Eco Friendly Company car policy (MercadoLibre leases vehicles under this program to provide to certain employees).
Termination and change in control arrangements.
In line with local law and custom, our named executive officers may be entitled to severance pay in connection with certain terminations of employment. In addition, certain named executive officers may also receive benefits in the event of a change in control of our Company. For further information please see the discussion under “Potential Payments Upon Termination or Change in Control.”
Life insurance and retirement benefits.
We provide executive life insurance policies for Messrs. de los Santos, Arnt (until Mr. Arnt's resignation), Giménez, de la Serna and Rabinovich, providing for coverage of up to $755,000, and in the event of a named executive officer’s accidental death or disability an additional amount of $750,000 will be covered. We also provide a retirement benefit for Mr. Rabinovich and Mr. de la Serna, which consisted of monthly Company contributions equal to 11.5% of the named executive officer’s base salary plus annual bonus and are credited with interest at an average annual rate equal to 2%.
Clawback policy.
In September 2023, the compensation committee approved a new Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) to comply with the final clawback rules adopted by the SEC under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and the associated listing standards of the Nasdaq. Effective October 2, 2023, the Company is required to claw back erroneously awarded incentive-based compensation from current and former executive officers of the Company (“Covered Officers”) if the Company is required to prepare an accounting restatement. The recovery of such compensation under the Clawback Policy applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. The compensation committee will oversee the administration of the Clawback Policy. The foregoing summary of the Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy.
Compensation Committee Report
The compensation committee of the board as of the filing date of this Proxy Statement has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management and, based on such review and discussions, the compensation committee recommended to the board of directors that it be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as incorporated by reference from this proxy statement.
| |
|
| |
COMPENSATION COMMITTEE
|
|
| |
|
| |
Emiliano Calemzuk (Chairman)
Mario Vazquez
Susan Segal
|
|
Relationship of Compensation
Practices to Risk Management
When structuring our overall compensation practices for our employees generally, consideration is given as to whether the structure creates incentives for risk-taking behavior and therefore impacts our risk management practices. Attention is given to the elements and the mix of pay as well as ensuring that employees’ awards align with stockholders’ value.
The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The compensation committee has assessed our compensation policies and practices for our employees in 2023 and has concluded that these policies and practices ensure appropriate levels of risk-taking, while avoiding unnecessary risks that could have a material adverse effect on our Company.
|
|
| |
56
|
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MercadoLibre
2024 Proxy Statement
|
| |
|
|
Executive Compensation
|
| |
|
Summary Compensation Table
The following table sets forth compensation information for the years ended December 31, 2023, 2022 and 2021.
| |
Name and
Principal Position
|
| |
Year
|
| |
Salary
($)
(1)
|
| |
Bonus
($)
(2)(3)
|
| |
Non-Equity Incentive
Compensation Plan
($)
(3)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
|
| |
Marcos Galperin
President and Chief Executive Officer
|
| |
2023
|
| |
522,883
|
| |
2,879,862
|
| |
6,188,431
(4)
|
| |
—
|
| |
9,591,176
|
|
| |
2022
|
| |
448,824
|
| |
2,046,528
|
| |
5,775,215
|
| |
—
|
| |
8,270,567
|
| |||
| |
2021
|
| |
400,146
|
| |
1,695,883
|
| |
14,584,758
|
| |
—
|
| |
16,680,787
|
| |||
| |
Martín de los Santos
(10)
Executive Vice President and Chief Financial Officer
|
| |
2023
|
| |
511,299
|
| |
431,591
|
| |
1,189,617
(4)
|
| |
3,396
(5)
|
| |
2,135,903
|
|
| | | | | | | | | | | | | |||||||||
| | | | | | | | | | | | | |||||||||
| |
Pedro Arnt
Former Executive Vice President and Chief Financial Officer
|
| |
2023
|
| |
316,256
|
| |
—
|
| |
—
|
| |
2,264
(6)
|
| |
318,520
|
|
| |
2022
|
| |
439,764
|
| |
540,167
|
| |
1,398,865
|
| |
10,212
|
| |
2,389,008
|
| |||
| |
2021
|
| |
369,264
|
| |
344,002
|
| |
2,774,709
|
| |
10,212
|
| |
3,498,187
|
| |||
| |
Osvaldo Giménez
Fintech President
|
| |
2023
|
| |
527,858
|
| |
958,089
|
| |
2,044,375
(4)
|
| |
3,396
(7)
|
| |
3,533,718
|
|
| |
2022
|
| |
450,314
|
| |
666,423
|
| |
1,541,505
|
| |
11,436
|
| |
2,669,678
|
| |||
| |
2021
|
| |
378,123
|
| |
548,538
|
| |
3,328,358
|
| |
11,436
|
| |
4,266,455
|
| |||
| |
Daniel Rabinovich
Executive Vice President and Chief Operating Officer
|
| |
2023
|
| |
558,511
|
| |
948,377
|
| |
1,863,338
(4)
|
| |
64,334
(8)
|
| |
3,434,560
|
|
| |
2022
|
| |
537,875
|
| |
615,667
|
| |
1,700,817
|
| |
100,969
|
| |
2,955,328
|
| |||
| |
2021
|
| |
433,989
|
| |
510,669
|
| |
3,891,700
|
| |
84,435
|
| |
4,920,793
|
| |||
| |
Juan Martín de la Serna
Executive VP – Corporate Affairs
|
| |
2023
|
| |
519,078
|
| |
710,767
|
| |
1,567,771
(4)
|
| |
60,031
(9)
|
| |
2,857,647
|
|
| |
2022
|
| |
499,899
|
| |
447,622
|
| |
1,031,086
|
| |
92,544
|
| |
2,071,151
|
|
|
1.
|
Base salaries in respect of fiscal year 2023 are paid in U.S dollars for Mr. Galperin, in Argentine pesos for Messrs. Rabinovich and de la Serna and in Uruguayan pesos for Messrs. de los Santos, Arnt and Giménez. Base salaries that are paid in Argentina pesos or Uruguayan Pesos are disclosed above in U.S. dollars in each case, at the average exchange rate for each month of the year ended December 31, 2023. Mr. Galperin’s base salary is calculated considering a fixed amount in Uruguayan Pesos and then converted into U.S. dollars at the exchange rate of the monthly payroll calculation date.
|
|
2.
|
Includes the fixed portion of 2023, 2022, 2021, 2020 and 2019 LTRP bonus paid out in respect of 2023, if any. For 2021 it also includes the transition bonus approved by the board on March 29, 2019. Commensurate with his position change to Senior Vice President and Chief Financial Officer, this reflects Mr. de los Santos's increased target award under the 2023 LTRP. See “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Retention Plans – 2023 Long-Term Retention Plan” for more information. Transition bonus and LTRP awards were paid in U.S. dollars. For Mr. Rabinovich and Mr. de la Serna in 2023, it also includes an increase of 36.5% ($41,042 and $38,145, respectively) to the annual bonus amount earned in respect of 2023, approved by the compensation committee for the Company´s Argentine employees to minimize the income loss due to high inflation in that country.
|
|
3.
|
Annual Bonuses in respect of fiscal year 2023 are paid in U.S. dollars for Mr. Galperin, in Argentine pesos for Messrs. Rabinovich and de la Serna and in Uruguayan Pesos for Mr. de los Santos and Giménez. Except for Mr. Galperin whose annual bonus is calculated considering a fixed amount in Uruguayan Pesos and then converted into U.S. dollars at the exchange rate of the payroll calculation date and then paid in U.S. dollar, annual bonuses are disclosed above in U.S. dollars in each case, at the average exchange rate for the month of December, 2023. LTRP awards are paid in U.S. dollars.
|
|
4.
|
Includes the variable portion of prior LTRPs paid in January 2024 and the variable portion of the 2023 LTRP earned by each executive officer in respect of 2023, if any, as well as annual bonus amounts earned in respect of 2023 and paid in 2024 of $239,179, $116,500, $240,545, $112,444 and $104,505, for each of Mr. Galperin, Mr. de los Santos, Mr. Giménez, Mr. Rabinovich and Mr. de la Serna, respectively. Commensurate with his position change in 2023 to Senior Vice President and Chief Financial Officer, this reflects Mr. de los Santos’ increased target award under the 2023 LTRP. See “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Retention Plans – 2023 Long-Term Retention Plan”—Elements of Compensation Paid to Named Executive Officers in 2023, 2022 and 2021” for more informationLTRP awards are paid in U.S. dollars.
|
|
5.
|
Amount consists of our payment on behalf of Mr. de los Santos of $3,396 in life insurance premiums.
|
|
6.
|
Amount consists of our payment on behalf of Mr. Arnt of $2,264 in life insurance premiums.
|
|
7
|
Amount consists of our payment on behalf of Mr. Giménez of $3,396 in life insurance premiums.
|
|
8.
|
Amount consists of (i) our payment on behalf of Mr. Rabinovich of $3,396 in life insurance premiums and (ii) our contributions of $60,938 under the retirement benefit provided to Mr. Rabinovich.
|
|
9.
|
Amount consists of (i) our payment on behalf of Mr. de la Serna of $3,396 in life insurance premiums and (ii) our contributions of $56,635 under the retirement benefit provided to Mr. de la Serna.
|
|
10.
|
Reflects Mr. de los Santos's 2023 compensation in connection with his roles as Senior Vice President of Mercado Credito and Senior Vice President and Chief Financial Officer. On January 1, 2024, Mr. de los Santos was promoted to Executive Vice President and Chief Financial Officer.
|
|
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
57
|
| |
|
|
Executive Compensation
|
| |
|
Grants of Plan-Based Awards for 2023
The table below summarizes plan-based awards granted to our named executive officers in 2023.
| |
|
| |
|
| |
ESTIMATED POSSIBLE PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN AWARDS
|
| ||||||
| |
NAME
|
| |
GRANT DATE
|
| |
THRESHOLD ($)
|
| |
TARGET ($)
|
| |
MAXIMUM ($)
|
|
| |
Marcos Galperin
|
| |
|
| |
39,863
(1)
|
| |
159,453
(1)
|
| |
239,179
(1)
|
|
| |
May 3, 2023
|
| |
|
| |
5,000,000
(2)
|
| |
|
| |||
| |
Martín de los Santos
|
| | | |
29,125
(1)
|
| |
116,500
(1)
|
| |
174,749
(1)
|
| |
| |
May 3, 2023
|
| | | |
900,000
(2)
|
| | | |||||
| |
Pedro Arnt
(3)
|
| |
|
| |
39,152
(1)
|
| |
156,606
(1)
|
| |
234,910
(1)
|
|
| |
May 3, 2023
|
| |
|
| |
1,100,000
|
| |
|
| |||
| |
Osvaldo Giménez
|
| | | |
40,091
(1)
|
| |
160,363
(1)
|
| |
240,545
(1)
|
| |
| |
May 3, 2023
|
| | | |
1,750,000
(2)
|
| | | |||||
| |
Daniel Rabinovich
|
| |
|
| |
28,111
(1)
|
| |
112,444
(1)
|
| |
168,666
(1)
|
|
| |
|
| |
May 3, 2023
|
| |
|
| |
1,750,000
(2)
|
| |
|
|
| |
Juan Martín de la Serna
|
| | | |
26,126
(1)
|
| |
104,505
(1)
|
| |
156,758
(1)
|
| |
| |
May 3, 2023
|
| | | |
1,350,000
(2)
|
| | | |||||
|
1.
|
Represents estimated future payouts for the 2023 annual bonus assuming threshold performance against corporate goals and a below expectations individual performance multiplier, target performance against corporate goals and a meets expectations individual performance multiplier and maximum performance against corporate goals and an above expectations individual performance multiplier, respectively. The actual cash bonuses earned in 2023 by our named executive officers have been determined and were paid in or about the first quarter of 2024. The amounts paid are included in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation”. The table above does not include the increase of 36.5% in the 2023 bonus payout approved by the compensation committee for the Company´s Argentine employees to minimize the income loss due to high inflation in that country. Mr. Rabinovich and Mr. de la Serna, our named executive officers located in Argentina, received this increase, which is included in the Summary Compensation Table under “Bonus”. For Mr. Arnt, the amount assumes employment through the end of 2023 at the base salary in effect at resignation.
|
|
2.
|
Represents the variable portion of each named executive officer’s 2023 LTRP bonus. The maximum amount of the variable portion of each named executive officer’s 2023 LTRP bonus will depend on our stock price for the last 60 trading days of the applicable fiscal year. The fixed portions of the named executive officers’ 2023 LTRP bonus are included in the Summary Compensation Table under “Bonus”. See “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Retention Plans – 2023 Long-Term Retention Plan” for information regarding the terms of the 2023 LTRP bonus.
|
|
3.
|
Received no 2023 award payment due to his resignation from employment in 2023.
|
Potential Payments Upon Termination or Change in Control
We may terminate a named executive officer’s employment in the event that we determine, in our sole discretion, that there is “just cause” (determined pursuant to, and in accordance with, local law). If we terminate a named executive officer’s employment for “just cause,” such named executive officer will not be entitled to receive any severance benefits, except for severance obligations mandated under the laws of the country where the named executive officer resides. If we terminate the named executive officer’s employment without “just cause,” such named executive officer shall be entitled to a lump sum severance payment in an amount equal to the severance obligations mandated under the laws of the country where the named executive officer resides.
In September of 2001, we implemented the 2001 Management Incentive Bonus Plan (the “
Incentive Plan
”). As established in the Incentive Plan, our chief executive officer established which officers would be eligible for the Incentive Plan. Pursuant to the Incentive Plan, in the event we are sold, the eligible officers, as a group, are entitled to receive a “sale bonus” and a “stay bonus.” If the purchase price is equal to or greater than $20,000,000 then the eligible officers as a group are entitled to receive (1) a sale bonus equal to 5.5% of the purchase price and (2) a stay bonus equal to 7.1% of the purchase price, subject in both cases to a maximum combined cap of $78,335,000. If the purchase price is less than $20,000,000, then the eligible officers, as a group, are entitled to receive the “stay bonus” only. The bonuses are divided between the eligible officers, including our named executive officers and others, according to the participation percentages established by our chief executive officer, in accordance with the Incentive Plan. All payments under the Incentive Plan would be made in a lump sum payment.
For additional information regarding potential payments under our LTRPs in the event of a termination of employment, see “—Elements of Compensation—Long-Term Retention Plan—2023 Long-Term Retention Plan” and “—Prior Long-Term Retention Plans”.
|
|
| |
58
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
|
|
Executive Compensation
|
| |
|
The following tables represent the payments due to each named executive officer in the event of (i) his termination without just cause, (ii) a change in control (as defined under the 2023 LTRP) or (iii) his termination without Cause or resignation for Good Reason (each as defined under the 2023 LTRP) within 120 days prior to or on or after a change in control, assuming such event occurred on December 31, 2023. Mr. Arnt, whose employment terminated on August 10, 2023, did not receive any separation payments or benefits in connection with such termination.
As defined under the 2023 LTRP, “Cause” means and includes (1) the executive officer’s material disregard of his responsibilities, authorities, powers, functions or duties or failure to act, (2) repeated or material negligence or misconduct by the executive officer in the performance of his duties, (3) appropriation (or attempted appropriation) of a business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company, (4) the commission by the executive officer of any act of fraud, theft or financial dishonesty with respect to the Company, or any felony or criminal act involving moral turpitude or dishonesty on the part of the executive officer, (5) the executive officer’s habitual drunkenness or excessive absenteeism not related to sickness, and/or (6) the material breach by the executive officer of any provision of his employment agreement that is not cured by the executive officer within thirty (30) days after written notice of breach has been delivered to the executive officer by the Company, unless such breach is incapable of cure (in which case the executive officer shall not be entitled to an opportunity to cure), in each case of clauses (1) through (6) above, as determined by the board in good faith.
As defined under the 2023 LTRP, “Good Reason” means (1) a material diminution in the executive officer’s duties, functions and responsibilities to the Company without the executive officer’s consent or the Company preventing the executive officer from fulfilling or exercising the executive officer’s materials duties, functions and responsibilities to the Company without the executive officer’s consent; (2) a material reduction in the executive officer’s base salary or bonus opportunity or (3) a requirement that the executive officer relocate the executive officer’s employment more than fifty (50) miles from the location of the executive officer’s principal office without the consent of the executive officer. An executive officer’s resignation shall not be a resignation with Good Reason unless the executive officer gives the Company written notice (delivered within thirty (30) days after the executive officer knows of the event, action, etc. that the executive officer asserts constitutes Good Reason), the event, action, etc. that the executive officer asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the executive officer, within thirty (30) days after such notice and the executive officer resigns effective not later than thirty (30) days after the expiration of such cure period.
Payments Due Upon Termination Without Cause
(1)
| |
NAME
|
| |
LOCAL LAW SEVERANCE ($)
|
|
| |
Marcos Galperin
|
| |
433,128
|
|
| |
Martín de los Santos
|
| |
241,134
|
|
| |
Osvaldo Giménez
|
| |
397,516
|
|
| |
Daniel Rabinovich
|
| |
735,573
|
|
| |
Juan Martín de la Serna
|
| |
709,765
|
|
|
1.
|
Represents severance payable to the named executive officer as required under the local law of the country where the named executive officer resides.
|
Payment Upon a Change in Control
(1)
| |
NAME
|
| |
NON-EQUITY INCENTIVE
PLAN COMPENSATION ($)
(2)
|
|
| |
Marcos Galperin
|
| |
12,246,005
|
|
| |
Martín de los Santos
|
| |
1,943,248
|
|
| |
Osvaldo Giménez
|
| |
4,145,292
|
|
| |
Daniel Rabinovich
|
| |
3,975,608
|
|
| |
Juan Martín de la Serna
|
| |
3,011,770
|
|
|
1.
|
Excludes any sale or stay bonuses payable under the Incentive Plan upon a sale of our Company, which bonus amounts are based on the purchased price in the event of a sale. See “—Potential Payments Upon Termination or Change in Control” for more information.
|
|
2.
|
Represents 50% of the outstanding awards held by the named executive officers under the LTRPs. All outstanding awards payable in this case are based on the average closing price of our common stock during the final 60 trading days of 2023.
|
|
|
| |
MercadoLibre
2024 Proxy Statement
|
| |
59
|
| |
|
|
Executive Compensation
|
| |
|
Payments Due Upon Termination without Cause or Resignation with Good Reason In Connection with a Change In Control
(1)
| |
NAME
|
| |
SALARY ($)
(2)
|
| |
NON-EQUITY INCENTIVE
PLAN COMPENSATION ($)
(3)
|
| |
TOTAL ($)
|
|
| |
Marcos Galperin
|
| |
433,128
|
| |
24,492,010
|
| |
24,925,138
|
|
| |
Martín de los Santos
|
| |
241,134
|
| |
3,886,496
|
| |
4,127,630
|
|
| |
Osvaldo Giménez
|
| |
397,516
|
| |
8,290,584
|
| |
8,688,100
|
|
| |
Daniel Rabinovich
|
| |
735,573
|
| |
7,951,216
|
| |
8,686,789
|
|
| |
Juan Martín de la Serna
|
| |
709,765
|
| |
6,023,540
|
| |
6,733,305
|
|
|
1.
|
Excludes any sale or stay bonuses payable under the Incentive Plan upon a sale of our Company, which bonus amounts are based on the purchased price in the event of a sale. See “—Potential Payments Upon Termination or Change in Control” for more information.
|
|
2.
|
Represents severance payable to the named executive officer as required by local law solely in the event of a termination without Cause.
|
|
3.
|
Represents 100% of all outstanding awards held by the named executive officers under the LTRPs. All outstanding awards payable in this case are based on the average closing price of our common stock during the final 60 trading days of 2023 and are payable in accordance with the ordinary payroll schedule or within 4 business days post termination.
|
Potential Payments Upon Death, Disability or Retirement
Under the terms of the life insurance policies provided to our named executive officers, other than Mr. Galperin, in the event of the executive’s death (by natural causes) or disability, the executive or his or her beneficiary, as applicable, would be entitled to receive $755,000 in proceeds from the third-party issuer of the policy. If the named executive officer dies in an accident or suffers total and permanent disability, his or her beneficiary would be entitled to receive $1,505,000, payable by the third-party issuer of the policy, except for Mr. Galperin.
Under the terms of the retirement benefit provided to our named executive officers, except for Mr. Galperin, in the event of their retirement, the named executive officer would be eligible to receive the amount accumulated with respect to the retirement benefit as of the date of retirement. Assuming the named executive officers who are eligible for the retirement benefit retired as of the last business day of 2023, the estimated amount of the benefits each named executive officer would receive under the terms of the retirement benefit are $308,751 for Mr. Rabinovich and $265,819 for Mr. de la Serna.
Additional Obligations of our Named Executive Officers
Pursuant to our Code of Ethics, which is acknowledged by each of our named executive officers, during a named executive officer’s employment and for so long afterwards as any pertinent information remains confidential, such named executive officer will not use or disclose any confidential information. Our Code of Ethics and Intellectual Property Policies further provide that all work product relating to our business belongs to us or our subsidiaries, and the named executive officer will promptly disclose such work product to us and provide reasonable assistance in connection with the defense of such work product.
Local law prevents our named executive officers from taking certain actions that may affect our interests, unless otherwise authorized by us. In addition, our named executive officers are subject to restrictions, both during and following employment, pursuant to the terms of our outstanding LTRPs. Specifically, in the event that (i) during a named executive officer’s employment, the named executive officer engages in business activity that could materially or adversely affect the Company’s business or his or her ability to perform his or her duties for the Company or (ii) during a named executive officer’s employment and for a period of one year after the end of the named executive officer’s employment, the named executive officer (a) directly or indirectly hires or solicits for hire any Company employee or attempts to influence any Company employee to leave their employment or (b) directly or indirectly competes with the Company, he or she will automatically forfeit any LTRP benefits received.
Pay Ratio Disclosure
As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all our employees, other than Mr. Galperin, to the annual total compensation of Mr. Galperin, our chief executive officer. We identified the median employee by examining the 2023 annual total compensation, consisting of base salary, annual bonus and LTRPs, if applicable, for all individuals, excluding Mr. Galperin, who were employed by us on December 31, 2023. In order to calculate the compensation for our median employee, we converted local currency to U.S. dollars using the average exchange rate for the month of December, 2023.
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2024 Proxy Statement
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Executive Compensation
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The annual total compensation of our chief executive officer for purpose of determining the pay ratio was $9,591,176; and
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The annual total compensation of our median employee was $ 14,177
Based on this information, for 2023, the ratio of the annual total compensation of our chief executive officer, to the annual total compensation of our median employee was estimated to be 677 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC regulations and guidance based on our payroll and employment records. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
SUPPLEMENTAL RATIO
We have calculated a supplemental ratio with the following differences from the aforementioned CEO pay ratio (which was calculated in accordance with the SEC’s rules):
The amount of LTRP to be paid is subject to the price of our common stock on the NASDAQ, which can result in significant variability in payout year over year. For purposes of the supplemental ratio, we have calculated the annual total compensation of our chief executive officer for 2023 using the target value of his 2023 LTRP award, which mitigates the effect of fluctuations in the price of our common stock.
In addition, for purposes of the supplemental ratio, in identifying our median employee for the purpose of calculating that employee’s annual total compensation, we excluded all of our service representatives, whose responsibilities could be outsourced.
After making the above adjustments, the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employee is estimated to be 292 to 1.
In addition, below is a chart comparing the most recent monthly minimum wage for a full-time employee in the main Latin American countries in which we operate, as reported by Mercer Human Resources, to an estimate of the current monthly minimum wage for a full-time employee in California based on the information provided by the U.S. Department of Labor.
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MERCADOLIBRE MAIN LOCATIONS
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MONTHLY MINIMUM WAGE IN USD
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Brazil
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291
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Argentina
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192
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Mexico
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442
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Colombia
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338
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Chile
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524
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Uruguay
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575
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Ecuador
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460
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Peru
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277
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U.S. (Florida)
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2,160
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U.S. (California)
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2,880
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The monthly minimum wage of a full-time employee in the main Latin American countries in which we operate, which is substantially lower than the estimate of the monthly minimum wage for a full-time employee located in California, may be useful to consider when comparing our CEO pay ratio with that of public companies whose workforce is predominantly located in the United States.
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2024 Proxy Statement
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Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance disclosure that follows provides information about the relationship between Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and Non- PEO NEOs (“NEOs”) and the Company's performance. For further information regarding the Company´s pay-for-performance philosophy, refer to “Executive compensation program philosophy and objectives” included in the Compensation Discussion and Analysis section above.
PAY VERSUS PERFORMANCE TABLE
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Value of initial
fixed $100
investment based on:
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Year
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Summary
compensation
table total
for PEO
(1)
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Compensation
actually
paid to PEO
(1)
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Average
summary
compensation
table total
for NEOs
(2)
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Average
compensation
actually paid
to NEOs
(2)
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Total
share-
holder
return
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Peer
group
total
share-
holder
return
(3)
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Net income
( in millions)
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Income from
operations
(in millions of
constant
dollars)
(4)(5)
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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2023
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2022
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2021
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2020
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(
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1.
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2.
|
For 2023, our NEOs included Messrs. de los Santos, Arnt, Giménez, Rabinovich and de la Serna. For 2022, our NEOs included Messrs. Arnt, Giménez, Rabinovich and de la Serna. For 2021 and 2020, our NEOs included Messrs. Arnt, Giménez, Rabinovich and Tolda.
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3.
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The peer group total share-holder return set forth in this table utilizes the Nasdaq Composite Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023 The comparison assumes $100 was invested in the Company and in the Nasdaq Composite Index, respectively (i) for 2020, over the one-year period from market close December 31, 2019 through December 31, 2020, (ii) for 2021, over the two-year period from market close on December 31, 2019 through December 31, 2021, (iii) for 2022, over the three-year period from market close December 31, 2019 through December 31, 2022, (iv) and for 2023, over the four-year period from market close December 31, 2019 through December 31, 2023. Historical stock performance is not necessarily indicative of future stock performance.
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4.
|
The Company-selected measure is
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5.
|
For 2020, 2021, 2022 and 2023, the most important metric in determining compensation actually paid to our named executive officers was our 60 day average TSR, as the amounts of the variable payments made under our LTRPs fluctuate based on the quotient of the average closing price of our common stock on the NASDAQ during the final 60 trading days of the fiscal year preceding the fiscal year in which the applicable payment date occurs over the average closing price of our common stock on the NASDAQ during the final 60 trading days of the fiscal year immediately preceding the fiscal year in which the applicable LTRP award was granted. Because the majority of our named executive officers’ compensation is paid through our LTRPs, our executives’ compensation actually paid is closely aligned with the returns of our stockholders. However, because TSR is already reported in the table, we have identified our Company-selected measure as income from operations. This measure was selected because it is one of the main performance metrics for each of the 2020, 2021, 2022 and 2023 annual bonuses received by our named executive officers.
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2024 Proxy Statement
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Executive Compensation
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DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOS COMPENSATION ACTUALLY PAID AND COMPANY TOTAL SHAREHOLDER RETURN (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and the Company’s cumulative TSR for the covered periods:
DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOS COMPENSATION ACTUALLY PAID AND NET INCOME:
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and our Net Income for the covered periods:
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MercadoLibre
2024 Proxy Statement
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Executive Compensation
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DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOS COMPENSATION ACTUALLY PAID AND INCOME FROM OPERATIONS (IN CONSTANT DOLLARS)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and our Income from operations (in constant dollars) for the covered periods:
Income from operations (in constant dollars) is a non-GAAP metric. For information on how we compute this non-GAAP financial measure and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP, please refer to “Appendix: Reconciliation of Non-GAAP Financial Measure” in this proxy statement.
DESCRIPTION OF RELATIONSHIP BETWEEN COMPANY TSR AND PEER GROUP TSR
The following chart compares our cumulative TSR over the covered periods to that of the Nasdaq Composite Index over the same period:
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2024 Proxy Statement
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Executive Compensation
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TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
The following table lists the three financial performance measures that Company considers represent the most important financial performance measures that we use to link compensation actually paid to our PEO and NEOs for fiscal year 2023 to our performance. The measures in this table are not ranked:
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■
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■
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■
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The compensation committee did not consider the Pay versus Performance disclosure above in making its pay decisions for any of the years shown. The information in this “Pay versus Performance” section shall not be deemed to be incorporated by reference into any filing by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this section by reference in such filing.
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MercadoLibre
2024 Proxy Statement
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Advisory Vote to Approve the Company’s Executive Compensation
Section 14A of the Exchange Act added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “
Financia
l
Reform Act
”) provides our stockholders with an advisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in this proxy statement.
As described in detail under “Executive Compensation,” our compensation program is designed to align the interests of management with those of our stockholders, apply a pay-for-performance philosophy and attract and retain top management talent. Our board believes that our current executive compensation program directly links executive compensation to our performance and properly aligns the interests of our named executive officers with those of our stockholders by:
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■
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Having a significant portion of the compensation awarded under our 2023 executive compensation program be contingent upon Company performance;
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■
|
Having base salary represent a relatively small percentage of total direct compensation for our named executive officers; and
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■
|
Having components of our compensation, such as the LTRP, that align management interests with those of stockholders over the long-term.
|
See the information set forth under “Executive Compensation” for more information on these elements of our executive compensation program.
For these reasons, our board strongly endorses our Company’s executive compensation program and recommends that stockholders vote in favor of the following resolution:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the MercadoLibre, Inc. Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosure.”
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THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2023, AS DISCLOSED IN THIS PROXY STATEMENT.
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2024 Proxy Statement
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Audit Committee Report
|
Pursuant to SEC rules for proxy statements, the audit committee of our board has prepared the following Audit Committee Report. The audit committee intends that this report clearly describe our current audit program, including the underlying philosophy and activities of the audit committee.
The audit committee of our board as of the filing date of this Proxy Statement is composed of Mario Vázquez (Chairman), Nicolás Aguzin and Susan Segal, all of whom are independent under the Listing Rules of NASDAQ and the rules and regulations of the SEC applicable to audit committees. The audit committee operates under a charter, which is posted on our investor relations website at
http://investor.mercadolibre.com
and is annually reviewed by the board. This charter specifies the scope of the audit committee’s responsibilities and the manner in which it carries out those responsibilities.
The audit committee members do not serve as professional accountants or auditors. Management has the primary responsibility for preparing the financial statements and designing and assessing the effectiveness of internal control over financial reporting. Management is also responsible for maintaining appropriate accounting and financial reporting principles and policies and the internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. In this context, the audit committee has reviewed and discussed with management the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
The audit committee also has discussed with Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst Young Global Limited (“EY”) the matters required to be discussed by the PCAOB Auditing Standard 1301, “Communications with Audit Committees,” as amended.
The audit committee has received the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with the audit committee concerning independence and has discussed with EY its independence.
Based on the audit committee’s review and discussions with management and EY described above, the audit committee recommended that our board include the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.
The foregoing report does not constitute solicitation material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this report by reference therein.
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AUDIT COMMITTEE
|
|
| | | |
Mario Vázquez, Chairman
Nicolás Aguzin
Susan Segal
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MercadoLibre
2024 Proxy Statement
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67
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Proposal III
Our audit committee has appointed Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst Young Global Limited (“EY”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and stockholders are being asked to ratify the selection at the 2024 Annual Meeting. Representatives of EY are expected to be present telephonically at the meeting and will have the opportunity to make a statement and respond to appropriate questions.
Although ratification by stockholders is not a prerequisite to the ability of the audit committee to select EY as our independent registered public accounting firm, we believe ratification to be desirable. Accordingly, our stockholders are being requested to ratify, confirm and approve the selection of EY as our independent registered public accounting firm to conduct the annual audit of our consolidated financial statements for the year ending December 31, 2024. If the stockholders do not ratify the selection of EY, the selection of the independent registered public accounting firm will be reconsidered by the audit committee; however, the audit committee may select EY notwithstanding the failure of the stockholders to ratify its selection. If the appointment of EY is ratified, the audit committee will continue to conduct an ongoing review of EY’s scope of engagement, pricing and work quality, among other factors, and will retain the right to replace EY at any time.
The audit committee considers EY to be qualified to deliver independent auditing services to our Company due to, among other things, their depth of experience, breadth of reserves, commitment to provide exceptional service, ability to handle transactional matters and location of key personnel.
EY has served as our independent registered public accounting firm since 2022.
Auditor Independence
We have taken a number of steps to ensure the continued independence of our independent registered public accounting firm. Our independent registered public accounting firm reports directly to the audit committee, and we limit the use of our auditors for non-audit services.
Audit and Non-Audit Fees
The following is a description of the fees billed or expected to be billed to us by EY for 2023 and 2022 for the years ended December 31, 2023 and 2022, respectively:
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|
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2023
|
| |
2022
|
|
| |
Audit Fees
|
| |
$9,008,650
|
| |
$
7,994,784
|
|
| |
Audit-Related Fees
|
| |
655,096
|
| |
579,543
|
|
| |
Tax Fees
|
| |
181,029
|
| |
397,584
|
|
| |
All Other Fees
|
| |
105,729
|
| |
116,656
|
|
| |
Total
|
| |
$
9,950,504
|
| |
$9,088,567
|
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MercadoLibre
2024 Proxy Statement
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Proposal III
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|
Audit Fees
Audit fees represent the aggregate fees billed or expected to be billed to us by EY during the applicable fiscal year in connection with the annual audit of our consolidated financial statements, the audit of our internal control over financial reporting, the review of our interim financial statements and the review of our Annual Report on Form 10-K. Audit fees also include fees for services performed by EY during the applicable fiscal year that are closely related to the audit and in many cases could only be provided by our independent registered public accounting firm. Such services include consents related to SEC registration statements and certain reports relating to our regulatory filings.
Audit-Related Fees
Audit-related fees represent the aggregate fees billed or expected to be billed to us by EY during the applicable fiscal year for assurance and related services reasonably related to the performance of the audit of our annual financial statements for those years.
Tax Fees
Tax fees represent the aggregate fees billed or expected to be billed to us by EY during 2023 and 2022 for tax compliance, tax planning and tax advice.
All Other Fees
All other fees represent the aggregate fees billed or expected to be billed to us by EY for those permissible non-audit services that the audit committee believes are routine and recurring and would not impair the independence of the independent registered public accounting firm and are consistent with the SEC’s rules on auditor independence.
The audit committee’s policy is that all audit and non-audit services provided by its independent registered public accounting firm shall either be approved before the independent registered public accounting firm is engaged for the particular services or shall be rendered pursuant to pre-approval procedures established by the audit committee. These services may include audit services and permissible audit-related services, tax services and other services. The term of any pre-approval is twelve months from the date of pre-approval, unless the audit committee specifically provides for a different period. Any audit or non-audit service fees that we may incur that fall outside the limits pre-approved by the audit committee for a particular service or category of services require separate and specific pre-approval by the audit committee prior to the performance of services. For each fiscal year, the audit committee may determine the appropriate ratio between the total amount of fees for audit, audit-related and tax and other services. The audit committee may revise the list of pre-approved services from time to time. In all pre-approval instances, the audit committee will consider whether such services are consistent with the SEC rules on auditor independence.
All of the fees paid to the auditors during the years ended December 31, 2023 and 2022 described above were pre-approved by the audit committee in accordance with the audit committee pre-approval policy and before the auditors were engaged for the particular service.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE
APPOINTMENT OF EY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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MercadoLibre
2024 Proxy Statement
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69
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Additional Information About The Annual Meeting
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|
Why am I receiving these materials?
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Our board of directors is providing these proxy materials to you in connection with our board’s solicitation of proxies for use at our 2024 Annual Meeting that will take place on June 5, 2024. Stockholders are invited to attend the 2024 Annual Meeting and are requested to vote on the proposals described in this proxy statement.
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What information is contained in these materials?
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The information included in this proxy statement relates to the proposals to be voted on at the 2024 Annual Meeting, the voting process, our corporate governance practices, the compensation of our directors and our named executive officers and certain other required information.
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Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
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In accordance with SEC rules, we may furnish proxy materials, including this proxy statement and our 2023 Annual Report, which includes our audited consolidated financial statements for the year ended December 31, 2023, to our stockholders by providing access to these documents on the Internet instead of mailing printed copies. On or about April 25, 2024, we first mailed to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our 2023 Annual Report. The Notice of Internet Availability also instructs you on how to access your proxy card to vote through the Internet, by telephone or by mail. You will not receive printed copies of the proxy materials unless you request them. If you would like to receive a paper or electronic copy of our proxy materials, including a copy of our 2023 Annual Report, you should follow the instructions in the Notice of Internet Availability for requesting these materials.
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How do I get electronic access to the proxy materials?
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The Notice of Internet Availability will provide you with instructions regarding how to:
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access and review our proxy materials for the 2024 Annual Meeting on the Internet; and
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instruct us to send our future proxy materials to you electronically by e-mail.
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Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.
2. Proposals
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What proposals will be voted on at the 2024 Annual Meeting?
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There are three proposals scheduled for a vote at the 2024 Annual Meeting:
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■
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the election of the nominees for Class II directors recommended by our board, each to serve until the 2027 Annual Meeting of Stockholders, respectively, or until such time as their respective successors are elected and qualified;
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■
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the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2023; and
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■
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the ratification of the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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2024 Proxy Statement
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Additional Information About The Annual Meeting
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What are our board’s voting recommendations?
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Our board recommends that you vote your shares:
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■
|
“FOR” the election of the nominees for Class II directors recommended by our board;
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■
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“FOR” the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2023; and
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■
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“FOR” the ratification of the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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3. Voting Mechanics
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How many shares are entitled to vote?
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Each share of our common stock outstanding as of the close of business on April 9, 2024, the record date, is entitled to one vote at the 2024 Annual Meeting. At the close of business on April 9, 2024, 50,697,442 shares of our common stock were outstanding and entitled to vote. You may vote all of the shares owned by you as of the close of business on the record date and each share of common stock held by you on the record date represents one vote. These shares include shares that are (1) held of record directly in your name and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee.
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
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Most stockholders of MercadoLibre hold their shares beneficially through a stockbroker, bank or other nominee rather than directly in their own name. There are some distinctions between shares held of record and shares owned beneficially, specifically:
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Shares held of record
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If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us. If you requested to receive printed proxy materials, we have enclosed or sent a proxy card for you to use. Each stockholder of record is entitled to vote by proxy as described in the Notice of Internet Availability and below.
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Shares held in brokerage account or by a bank
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If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice of Internet Availability was forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote the shares in your account.
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Can I attend the 2024 Annual Meeting?
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Any stockholder of record or a beneficial owner at the close of business on April 9, 2024 can attend the 2024 Annual Meeting via the Internet at www.virtualshareholdermeeting.com/MELI2024. We encourage you to access the 2024 Annual Meeting prior to its start time. Online check-in will start approximately 15 minutes before the 2024 Annual Meeting on June 5, 2024. If you have difficulty accessing the 2024 Annual Meeting or during the 2024 Annual Meeting, please call: 844-986-0822 (toll-free) or 303-562-9302 (international). Technical support will be available 15 minutes prior to the start time of the 2024 Annual Meeting.
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Shareholders who log in via the virtual meeting website at www.virtualshareholdermeeting.com/MELI2024 using their 16-digit control number will have the ability to listen, vote and submit questions during the virtual 2024 Annual Meeting. Your 16-digit control number can be found in the box marked by the arrow for postal mail recipients of the notice, the voting instruction form, or the proxy card, or within the body of the email for electronic delivery recipients, at www.virtualshareholdermeeting.com/MELI2024.
Shareholders without a control number may attend and listen to the virtual 2024 Annual Meeting of Shareholders as a guest, but will not have the ability to vote, ask questions or otherwise participate in the 2024 Annual Meeting.
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MercadoLibre
2024 Proxy Statement
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71
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Additional Information About The Annual Meeting
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How can I vote my shares?
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Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote as follows:
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If you are a stockholder of record, you may vote by proxy over the Internet or by telephone by following the instructions provided in the Notice of Internet Availability, or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card. You may also attend the Annual Meeting at 1:00 p.m., Eastern Time, on June 5, 2024 via the Internet at www.virtualshareholdermeeting.com/MELI2024 and vote during the Annual Meeting using the 16-digit control number we have provided to you.
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If you hold shares beneficially in street name, you may also vote by proxy over the Internet or by telephone by following the instructions provided in the Notice of Internet Availability, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instruction card provided to you by your broker, bank, trustee or nominee.
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Under Delaware law, votes cast by Internet or telephone have the same effect as votes cast by submitting a written proxy card.
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Can I change my vote or revoke my proxy?
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If you are the stockholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the 2024 Annual Meeting. Proxies may be revoked by any of the following actions:
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filing a timely written notice of revocation with our Corporate Secretary at our principal executive office (WTC Free Zone Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300);
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granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method); or
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attending the 2024 Annual Meeting online and voting via the Internet using the control number we have provided to you (attendance at the meeting will not, by itself, revoke a proxy).
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If your shares are held through a brokerage account or by a bank or other nominee, you may change your vote by:
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submitting new voting instructions to your broker, bank or nominee following the instructions they provided; or
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if you have obtained a legal proxy from your broker, bank or nominee giving you the right to vote your shares, by attending the 2024 Annual Meeting and voting via the Internet using the control number we have provided to you (attendance at the meeting will not, by itself, revoke a proxy).
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How are votes counted?
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Election of the nominees for Class II Directors. In the election of the nominees for Class II directors, you may vote “for” any or all of the nominees for Class II directors or you may “withhold” your vote with respect to any or all of the nominees for Class II directors. Only votes “for” will be counted in determining whether a plurality has been cast in favor of a nominee for Class II directors.
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Advisory Vote to Approve our Named Executive Officers’ Compensation for 2023. In the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2023, you may vote “for,” “against” or “abstain.”
Ratification of Appointment of Independent Auditor. In the proposal to ratify the appointment of our independent registered public accounting firm for 2024, you may vote “for,” “against” or “abstain.”
No cumulative voting rights are authorized, and dissenter’s rights are not applicable to these matters.
If you sign and return your proxy card or broker voting instruction card without giving specific voting instructions, your shares will be voted “FOR” the election of the nominees for Class II directors recommended by our board and named in this proxy statement, “FOR” approval of the compensation of our named executive officers, “FOR” the ratification of the approval of our independent auditors, and at the discretion of the proxies in any other matters properly brought before the 2024 Annual Meeting.
If you are a beneficial holder and do not return a voting instruction card, your broker is only authorized to vote on the ratification of the approval of our independent auditors.
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MercadoLibre
2024 Proxy Statement
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Additional Information About The Annual Meeting
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Who will count the votes?
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A representative of Broadridge will tabulate the votes at the 2024 Annual Meeting and act as the inspector of elections.
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Who will bear the cost of soliciting votes for the 2024 Annual Meeting?
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We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.
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4. Quorum and Voting Requirements
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What is the quorum requirement for the 2024 Annual Meeting?
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The quorum requirement for holding the 2024 Annual Meeting and transacting business is a majority of the outstanding shares entitled to vote. The shares may be present in person or represented by proxy at the 2024 Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.
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What are broker non-votes and what effect do they have on the proposals?
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Generally, broker non-votes occur when shares held by a broker, bank or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because (1) the broker, bank or other nominee has not received voting instructions from the beneficial owner and (2) the broker, bank or other nominee lacks discretionary voting power to vote those shares. A broker, bank or other nominee is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, but is not entitled to vote shares held for a beneficial owner on any non-routine matter without instruction from the beneficial owner. The ratification of the appointment of our independent registered public accounting firm is considered to be a routine matter for which brokers, banks or other nominees holding shares in street name may exercise discretionary voting power in the absence of voting instructions from the beneficial owner. As a result, broker non-votes will not arise in connection with, and thus will have no effect on, this proposal.
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Unlike the proposal to ratify the appointment of our independent auditors, the election of directors and the advisory vote on our named executive officers’ compensation for fiscal year 2023 are each considered a “non-routine” matter. As a result, brokers, banks or other nominees holding shares in street name that have not received voting instructions from their clients cannot vote on their clients’ behalf on these proposals. Therefore, it is very important that you provide your broker, bank or other nominee who is holding your shares in street name with voting instructions with respect to these proposals in one of the manners set forth in this proxy statement. Under Delaware law, broker non-votes that arise in connection with the election of directors or the advisory vote on our named executive officers’ compensation for fiscal year 2023 will have no effect on these proposals.
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What is the voting requirement to approve each of the proposals and the effect, if any, of each vote?
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The following table describes the proposals to be considered at the 2024 Annual Meeting of Stockholders, the vote required to elect directors and to adopt each of the other proposals, and the manner in which votes will be counted:
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Proposal
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Vote Required
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Effect of Abstentions
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Effect of
Broker-Non Votes
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Election of the nominees for Class II Directors
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Plurality of votes cast
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No effect
(1)
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No effect
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Approval, on an advisory basis, of the compensation of our Named Executive Officers for fiscal year 2023.
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Majority of shares present and entitled to vote thereon
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Same as vote against
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No effect
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Ratification of the appointment of Independent Auditor.
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Majority of shares present and entitled to vote thereon
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Same as vote against
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No effect; Brokers have discretion to vote
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(1)
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A vote to “Withhold” will not have any effect on the election. Stockholders do not have the option to “Abstain” from voting on the proposal for election of the nominees for Class II Directors.
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MercadoLibre
2024 Proxy Statement
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Additional Information About The Annual Meeting
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5. Voting Results
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Where can I find the voting results of the 2024 Annual Meeting?
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We will announce final voting results in a current report on Form 8-K that will be filed with the SEC within four business days after the 2024 Annual Meeting and that will also be available on our investor relations website at http://investor.mercadolibre.com.
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Links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the SEC.
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MercadoLibre
2024 Proxy Statement
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Appendix: Reconciliation of Non-GAAP Financial Measure
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Non-GAAP Financial
Measure
This proxy statement contains a non-GAAP measure of financial performance. This non-GAAP measure is non-GAAP Income from operations (in constant dollars).
This non-GAAP measure should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP and may be different from Income from operations (in constant dollars) non-GAAP measure used by other companies. In addition, this non-GAAP measure is not based on any comprehensive set of accounting rules or principles. Income from operations (in constant dollars) non-GAAP measure has limitations in that it does not reflect the impact of foreign exchange as required by U.S. GAAP.
We believe that FX neutral measures provide useful information to both management and investors by excluding the foreign currency exchange rate impact that may not be indicative of our core operating results and business outlook.
The non-GAAP Income from operations (in constant dollars) for 2023 was calculated by using the average monthly exchange rates for each month during 2022 and applying them to the corresponding months in 2023, so as to calculate what our income from operations would have been had exchange rates remained stable from one year to the next. For 2022, the comparative non-GAAP Income from operations (in constant dollars) measure was calculated by using the average monthly exchange rates for each month during 2021 and applying them to the corresponding months in 2022 and for 2021, the comparative non-GAAP Income from operations (in constant dollars) was calculated by using the average monthly exchange rates for each month during 2020 and applying them to the corresponding months in 2021. The table below excludes intercompany allocation FX effects. Finally, these measures do not include any other macroeconomic effect such as local currency inflation effects, the impact on impairment calculations or any price adjustment to compensate for local currency inflation or devaluations.
Reconciliation of this non-GAAP financial measure to the most comparable U.S. GAAP financial measure can be found in the table below.
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YEAR ENDED DECEMBER 31,
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2023
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2022
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2021
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(In millions)
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Income from operations
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$1,823
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$1,034
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$
441
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FX Neutral effect
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594
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85
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88
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Income from operations (in constant dollars)
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$
2,417
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$
1,119
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$529
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MercadoLibre
2024 Proxy Statement
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75
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HEADQUARTERS INFORMATION
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Our headquarters are located at WTC Free Zone Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300 and the telephone number at that location is +(598) 2-927–2770.
A stockholder may present proper proposals for inclusion in our proxy statement and for consideration at the 2025 Annual Meeting of Stockholders by submitting their proposals in writing to us in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2025 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later than December 26, 2024; provided, however, that in the event that we hold our 2025 Annual Meeting of Stockholders more than 30 days before or after the one-year anniversary date of the 2024 Annual Meeting, we will disclose the new deadline by which stockholders proposals must be received under Item 5 of our earliest possible quarterly report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:
MercadoLibre, Inc.
Attn: Corporate Secretary
WTC Free Zone Dr. Luis
Bonavita 1294, Of. 1733,
Tower II Montevideo,
Uruguay, 11300
Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders or nominate persons for election to our board at our annual meeting but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of a meeting (or any supplement thereto) given by or at the direction of the chairman of the board or our board of directors, (2) otherwise properly brought before the meeting by the chairperson or by or at the direction of a majority of our board of directors, or (3) properly brought before the meeting by a stockholder entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws.
To be timely, our Corporate Secretary must receive the written notice at our principal executive offices not earlier than 90 days and not later than 60 days before the anniversary of the date on which we first mailed our proxy materials for the prior year’s annual meeting of stockholders (i.e. between January 25, 2025 (inclusive) and February 24, 2025 (inclusive) for our 2025 Annual Meeting of Stockholders). However, in the event that the date of the 2025 Annual Meeting of Stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of the 2024 Annual Meeting, in order to be timely, a proposal or nomination by the stockholder must be delivered not later than the later of (i) 90 days before the 2025 Annual Meeting of Stockholders or (ii) 10 days following the day on which public announcement of the date of such meeting is first made. The notice must contain the information required by our bylaws and the information required by Rule 14a-19 of the Exchange Act in the case of a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees and satisfy the other requirements with respect to such proposals and nominations contained in our bylaws. If a stockholder fails to meet the deadlines in Rule 14a-8 and our bylaws or fails to comply with SEC Rule 14a-4, we may exercise discretionary voting authority under proxies we solicit to vote on any such
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2024 Proxy Statement
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STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING
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proposal. Our bylaws were filed with the SEC as an exhibit to our registration statement on Form S-1 on May 11, 2007, which can be viewed by visiting our investor relations website at
http://investor.mercadolibre.com
and may also be obtained by writing to our Corporate Secretary at our principal executive office (WTC Free Zone Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300).
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By order of the board of directors,
Marcos Galperin
Chairman of the Board,
President and Chief
Executive Office
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April 25, 2024
Montevideo, Uruguay
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2024 Proxy Statement
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TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS LETTER FROM OUR CHAIRMAN AND CHIEF EXECUTIVE OFFICER AN ECOSYSTEM FOR CONSUMERS AND MERCHANTS IMPACT HIGHLIGHTS - WE ACT TODAY FOR SUSTAINABLE DEVELOPMENT IN LATIN AMERICA PROPOSAL I ELECTIONS OF DIRECTORS INFORMATION ON OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE ADDITIONAL GOVERNANCE MATTERS EXECUTIVE OFFICERS DELINQUENT SECTION 16(A) REPORTS BENEFICIAL OWNERSHIP OF OUR COMMON STOCK EXECUTIVE COMPENSATION PROPOSAL II ADVISORY VOTE TO APPROVE THE COMPANYS EXECUTIVE COMPENSATION AUDIT COMMITTEE REPORT PROPOSAL III RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ADDITIONAL INFORMATION ABOUT THE ANNUAL MEETING APPENDIX: RECONCILIATION OF NON-GAAP FINANCIAL MEASURE HEADQUARTERS INFORMATION STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING