Mercadolibre, Inc.
MERCADOLIBRE INC (Form: 8-K, Received: 06/14/2017 16:02:24)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 13, 2017

 

 

 

MercadoLibre, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-33647 98-0212790
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

  

Arias 3751, 7th Floor, Buenos Aires, Argentina C1430CRG
(Address of Principal Executive Offices) (Zip Code)

 

011-54-11-4640-8000
(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
     
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging Growth Company ☐
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
       

 

 
 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders (the “Annual Meeting”) of MercadoLibre, Inc. (the “Company”) was held on June 13, 2017 for the following purposes:

 

· to elect the three Class I directors nominated and recommended by the Company’s board of directors, each to serve until the 2020 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified;

 

· to hold an advisory vote on executive compensation;

 

· to hold an advisory vote on the frequency of the advisory vote on executive compensation; and

 

· to ratify the appointment of Deloitte & Co. S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

The number of outstanding shares of the Company’s common stock as of April 21, 2017, the record date for the Annual Meeting, was 44,157,364 shares. 38,759,370 shares of common stock were represented in person or by proxy at the Annual Meeting, which were sufficient to constitute a quorum for the purpose of transacting business at the Annual Meeting.

 

At the Annual Meeting, the stockholders elected all three Class I director nominees, approved (on an advisory basis) the Company’s executive compensation, approved (on an advisory basis) annually as the frequency of future advisory votes on executive compensation and ratified the appointment of Deloitte & Co. S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.

 

Proposal 1 — Election of three Class I Directors:

 

Nominee for Director

 

For

 

Withheld

Susan Segal       35,668,913   762,175
Mario Eduardo Vázquez        35,207,922   1,223,166
Alejandro Nicolás Aguzin   35,836,152   594,936

 

In addition, there were 2,328,282 broker non-votes associated with the election of directors.

 

Proposal 2 — Advisory Vote on the Compensation of our Named Executive Officers:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

35,257,036   701,256   472,796   2,328,282

 

Proposal 3 — Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

33,560,874   38,067   891,680   1,940,467   2,328,282

 

Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

37,917,868   375,652   465,850   *

 

* No broker non-votes arose in connection with Proposal Four, due to the fact that the matter was considered “routine” under New York Stock Exchange rules.

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MercadoLibre, Inc.
   

 

 

Dated: June 14, 2017

By: /s/ Pedro Arnt
  Name: Pedro Arnt
  Title: Chief Financial Officer