2020 Proxy Statement





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.  )

 



 

 

 

Filed by the Registrant

Filed by a Party other than the Registrant



 

 

 

CHECK THE APPROPRIATE BOX:

Preliminary Proxy Statement

 

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

 

 

Definitive Additional Materials

 

 

Soliciting Material Pursuant to §240.14a-12

 

 



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MERCADOLIBRE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)





 

 

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



(1)

Title of each class of securities to which transaction applies:      



(2)

Aggregate number of securities to which transaction applies:      



(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):      



(4)

Proposed maximum aggregate value of transaction:      



(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



(1)

Amount Previously Paid:      



(2)

Form, Schedule or Registration Statement No.:      



(3)

Filing Party:      



(4)

Date Filed:



 

 





 


 





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April 29, 2021



Dear Stockholder:



You are cordially invited to attend the 2021 Annual Meeting of Stockholders of MercadoLibre, Inc., which will be held virtually at 12:00 p.m., Eastern Time, on Tuesday, June 8, 2021. You will be able to attend the 2021 Annual Meeting vote, and submit your questions during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/MELI2021.



We are pleased to use the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials to their stockholders primarily over the Internet. We believe that this electronic process should expedite your receipt of our proxy materials, lower the costs of our Annual Meeting and help to conserve natural resources. On or about April 29, 2021, we first mailed to our stockholders a Notice of Internet Availability containing instructions on how to access our 2021 Proxy Statement and 2020 Annual Report and how to vote. The notice also included instructions on how to receive a paper copy of our proxy materials, including the proxy statement, proxy card and 2020 Annual Report.



2020 marked a turning point on a global scale. We have all been living moments of uncertainty, with unexpected changes and great challenges. In this context, MercadoLibre became an essential service and had to ensure that many important contributions to people’s lives arrived through our services. We assumed this unique and privileged position with great responsibility. We did this also with a focus on strengthening our purpose; democratizing commerce and financial services to transform the lives of millions of people in Latin America. Today more than ever, we know that the world needs transformation. That is why we want to be better every day, taking into account the growth of our business and its environmental impact and social role.



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 2021 Annual Meeting of Stockholders or receiving your proxy vote.



Sincerely yours,





Marcos Galperin

Chairman of the Board, President and Chief Executive Officer



 

 

 

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Notice of Annual Meeting of Stockholders
to be held on June 8, 2021



Meeting information





 

 

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The 2021 Annual Meeting of Stockholders of MercadoLibre, Inc. (the “2021 Annual Meeting”) will be held at 12:00 p.m., Eastern Time, on June 8, 2021.



 

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The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/MELI2021, where stockholders will be able to listen to the meeting live, submit questions and vote online.



 

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Items of business:



111

To elect the two Class II directors nominated and recommended by our board of directors, each to serve until the 2024 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified;



 

 



121

To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2020;



 

 



131

To ratify the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and



 

 



141

To transact such other business as may properly come before the meeting.



 

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Record date



Our board of directors has fixed the close of business on April 12, 2021 as the record date for determining the stockholders entitled to notice of and to vote at the 2021 Annual Meeting. Only stockholders of record as of the close of business on April 12, 2021 are entitled to notice of and to vote at the 2021 Annual Meeting and at any adjournment or postponement thereof. We ask that as promptly as possible you vote via the Internet, by telephone or, if you requested to receive printed proxy materials, by mailing a proxy card or voting instruction card.



Whether or not you plan to attend the meeting, please read our 2021 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 2020 Annual Report to Stockholders contains information about MercadoLibre, Inc. (the “Company”) 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.





 

        By order of the board of directors,

 

        /s/ Jacobo Cohen Imach

 

        Jacobo Cohen Imach

        Sr. Vice President, General Counsel and Secretary



 

 



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING. THE NOTICE OF MEETING AND PROXY STATEMENT FOR THE 2021 ANNUAL MEETING AND OUR 2020 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE ELECTRONICALLY AT www.proxyvote.com.

 

 

 

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TABLE OF CONTENTS







MESSAGE FROM OUR CHAIRMAN

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

INTERNET AVAILABILITY OF PROXY MATERIALS

ATTENDING THE 2021 ANNUAL MEETING

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2021 ANNUAL MEETING

PROPOSAL ONE: ELECTION OF TWO CLASS II DIRECTORS

12 

INFORMATION ON OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

15 

DIRECTOR COMPENSATION

31 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

32 

EXECUTIVE OFFICERS

33 

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

35 

EXECUTIVE COMPENSATION

37 

PROPOSAL TWO: ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION

52 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

53 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

53 

AUDIT COMMITTEE REPORT

54 

PROPOSAL THREE: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

55 

HEADQUARTERS INFORMATION

57 

OTHER MATTERS

57 

STOCKHOLDER PROPOSALS FOR 2022 ANNUAL MEETING

57 



 

 

 

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PROXY STATEMENT



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. On or about April 29, 2021, we first mailed to our stockholders (other than those who previously requested electronic or paper delivery of the proxy statement) a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 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.





ATTENDING THE 2021 ANNUAL MEETING





 

 

 

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Live webcast available at

www.virtualshareholdermeeting.com/MELI2021

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Webcast starts at 12:00 p.m., June 8, 2021

Eastern Time

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Replay available

until June 8, 2022



QUESTIONS



 

 

 

 



 

 

 

 

For questions

regarding:

 

You may

contact:



 

 

2021 Annual Meeting

 

MercadoLibre Investor Relations, by going to

http://investor.mercadolibre.com/contact-us and submitting your question or request



 

Voting Stock Ownership

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Computershare

Overnight Mail Delivery: 462 South 4th Street, Suite 1600,

Louisville, KY, 40202, USA

Regular Mail: PO BOX 505000, Louisville, KY, 40233-5000, USA



 

 



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888 313 1478 (U.S. investors)



+1 (201) 680 6578 (Non-U.S. investors)



 

 



 

www.computershare.com/investor



 

 

 

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QUESTIONS AND ANSWERS ABOUT THE

PROXY MATERIALS AND OUR 2021

ANNUAL MEETING





 

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Why am I receiving these materials?

 

Our board of directors is providing these proxy materials to you in connection with our board’s solicitation of proxies for use at our 2021 Annual Meeting that will take place on June 8, 2021. Stockholders are invited to attend the 2021 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?

 

The information included in this proxy statement relates to the proposals to be voted on at the 2021 Annual Meeting, the voting process, 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?

 

In accordance with SEC rules, we may furnish proxy materials, including this proxy statement and our 2020 Annual Report, which includes our audited consolidated financial statements for the year ended December 31, 2020, to our stockholders by providing access to these documents on the Internet instead of mailing printed copies. On or about April 29, 2021, 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 2020 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. Instead, the Notice of Internet Availability will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a paper or electronic copy of our proxy materials, including a copy of our 2020 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?

 

The Notice of Internet Availability will provide you with instructions regarding how to:

 

 

 

    view our proxy materials for the 2021 Annual Meeting on the Internet; and

 

    instruct us to send our future proxy materials to you electronically by e-mail.

 

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.



 

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What proposals will be voted on at the 2021 Annual Meeting?

 

There are three proposals scheduled for a vote at the 2021 Annual Meeting:

 

 

 

    the election of the two Class II directors nominated and recommended by our board, each to serve until the 2024 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified;

 

    the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2020; and

 

    the ratification of the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

 

 

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What are our board’s voting recommendations?

 

Our board recommends that you vote your shares:

 

 

 

    “FOR” the election of the two Class II directors nominated and recommended by our board;

 

    “FOR” the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2020; and

 

    “FOR” the ratification of the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for 2021.



 

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How many shares are entitled to vote?

 

Each share of our common stock outstanding as of the close of business on April 12, 2021, the record date, is entitled to one vote at the 2021 Annual Meeting. At the close of business on April 12, 2021, 49,852,319 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?

 

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:

 

Shares held of record

 

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.

 

Shares held in brokerage account or by a bank

 

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 2021 Annual Meeting?

 

You are invited to participate in the 2021 Annual Meeting if you are a stockholder of record or a beneficial owner at the close of business on April 12, 2021. Any stockholder can attend the 2021 Annual Meeting via the Internet at www.virtualshareholdermeeting.com/MELI2021. We encourage you to access the Annual Meeting online prior to its start time. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://investor.mercadolibre.com.



 

 

 

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How can I vote my shares?

 

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote as follows:

 

 

 

    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 12:00 p.m., Eastern Time, on June 8, 2021 via the Internet at www.virtualshareholdermeeting.com/MELI2021 and vote during the Annual Meeting using the control number we have provided to you

 

    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.

 

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?

 

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 2021 Annual Meeting. Proxies may be revoked by any of the following actions:

 

 

    filing a timely written notice of revocation with our Corporate Secretary at our principal executive office (Pasaje Posta 4789, 6th Floor, Buenos Aires, Argentina, C1430EKG);

 

    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

 

    attending the 2021 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).

 

If your shares are held through a brokerage account or by a bank or other nominee, you may change your vote by:

 

 

 

    submitting new voting instructions to your broker, bank or nominee following the instructions they provided; or

 

    if you have obtained a legal proxy from your broker, bank or nominee giving you the right to vote your shares, by attending the 2021 Annual Meeting and voting in person.



 

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How are votes counted?

 

Election of two Class II Directors. In the election of two 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 director. Only votes “for” will be counted in determining whether a plurality has been cast in favor of a nominee for Class II director.

 

Advisory Vote to Approve our Named Executive Officers’ Compensation for 2020. In the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2020, you may vote “for,” “against” or “abstain.” If you elect to abstain from voting, the abstention will have the same effect as a vote against this proposal.

 

Ratification of Appointment of Independent Auditor. In the proposal to ratify the appointment of our independent registered public accounting firm for 2021, you may vote “for,” “against” or “abstain.” If you abstain from voting, it will have the same effect as a vote against this proposal.



 

 

 

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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 two Class II directors nominated and 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 2021 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. See “What are broker non-votes and what effect do they have on the proposals?”



 

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Who will count the votes?

 

A representative of Broadridge will tabulate the votes at the 2021 Annual Meeting and act as the inspector of elections.



 

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What is the quorum requirement for the 2021 Annual Meeting?

 

The quorum requirement for holding the 2021 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 2021 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 is the voting requirement to approve each of the proposals?

 

Election of two Class II Directors. The Class II directors will be elected by a plurality of the votes of the shares present in person or by means of remote communication or represented by proxy and entitled to vote on the matter, meaning that the two Class II director nominees receiving the highest number of “FOR” votes will be elected.

 

Advisory Vote to Approve our Named Executive Officers’ Executive Compensation for 2020. The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter is required to approve our named executive officers’ compensation for fiscal year 2020. This vote is advisory and will not be binding on the Company, the board of directors or the compensation committee.

 

Ratification of Appointment of Independent Auditor. The vote of a majority of the shares present in person or represented by proxy is required to ratify the appointment of our independent registered public accounting firm for 2021.



 

 

 

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What are broker non-votes and what effect do they have on the proposals?

 

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.

 

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 2020 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 2020 will have no effect on these proposals.



 

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Where can I find the voting results of the 2021 Annual Meeting?

 

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 2021 Annual Meeting and that will also be available on our investor relations website at http://investor.mercadolibre.com.



 

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Who will bear the cost of soliciting votes for the 2021 Annual Meeting?

 

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.



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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PROPOSAL ONE:
ELECTION OF TWO CLASS II 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 eight 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:





 

 

Class

Directors Comprising Class

Current Term Expiration Date

Class I

Susan Segal

2023 Annual Meeting



Mario Eduardo Vázquez

 



Alejandro Nicolás Aguzin

 



 

 

Class II

Nicolás Galperin

2021 Annual Meeting



Meyer Malka

 



 

 

Class III

Emiliano Calemzuk

2022 Annual Meeting



Marcos Galperin

 



Roberto Balls Sallouti

 



A director elected to fill a vacancy (including a vacancy created by an increase in the size of our board) 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—Director Independence and Family Relationships,” our board has determined that six of the eight 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 two Class II directors are set to expire at the 2021 Annual Meeting. The nominating and corporate governance committee recommended, and our board nominated, Nicolás Galperin as nominee for re-election as a Class II director of our Company. Mr. Malka has chosen to not run for re-election to serve on the Board of Directors. Mr. Malka is relinquishing his position at the end of his current term, which coincides with the date of the Annual Meeting. Mr. Malka has served on the Board of Directors since 2013, providing years of valuable contributions to the Company. Mr. Malka’s decision not to stand for re-election to the Board was not based on any disagreement with the Company with respect to any matter relating to the Company’s operations, policies or practices. The nominating and corporate governance committee recommended, and our board nominated Henrique Dubugras as nominee for election as a Class II director of our Company at the 2021 Annual Meeting. If elected at the 2021 Annual Meeting, each of the Class II director nominees will serve until our 2024 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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Nominees for Election as Class II Directors



Class II Directors







 

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Experience:

 

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:

 

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. His particular focus on emerging capital markets and his leadership in risk management contribute key skills to our board. Based in London, Mr. Galperin brings experience with both Latin American and European businesses. In addition to this global business perspective, Mr. Galperin’s extensive experience in banking and investments includes an understanding of financial statements, corporate finance, accounting and capital markets and fixed income products and derivatives.

 

Nicolás Galperin, 52

 

Director since: 1999

 

MercadoLibre, Inc.’s

Board Committees:

None

 

 

 

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Experience:

 

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 Pagre.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:

 

Mr. Dubugras brings a deep understanding of financial tools and services that provide critical insights to our business. Mr. Dubugras’ experience with innovation in the start-up space promises to introduce new and creative ideas for our growth and place in an evolving world. 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.

 

 

Henrique Dubugras, 25

 

MercadoLibre, Inc.’s

Board Committees:

None



 





THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION
OF THE NOMINEES FOR CLASS II DIRECTORS NAMED ABOVE



 

 

 

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INFORMATION ON OUR BOARD OF

DIRECTORS AND CORPORATE

GOVERNANCE



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 code of business conduct and ethics, provide the framework for the governance of our Company. A complete copy of our corporate governance guidelines, the charters of our board committees, and our code of business conduct and ethics may be found on our investor relations website at http://investor.mercadolibre.com. Information contained on or connected to our website is not part of this proxy statement. 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.

 

 

 

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Board of Directors



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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Experience:

 

Ms. Segal has been president and chief executive officer of the Americas Society and Council of the Americas since August 2003, after having worked in the private sector for more than 30 years. 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 is on the Board of Directors of Scotiabank, where she serves on the Audit and Risk Committees. Additionally, she is a director and chairperson of Scotiabank USA, a non-public subsidiary of Scotiabank. She also serves as a director of the Tinker Foundation, the Bretton Woods Committee and is a member of the Council of Foreign Relations. She is also a Board member of Vista Oil and Gas, S.A.B. de C.V. and Ribbit Leap, Ltd. In 1999, she was awarded the Order of Bernardo O’Higgins Grado de Gran Oficial in Chile and in 2009 President Uribe of Colombia honored her with the Cruz de San Carlos. In 2012, she was awarded the Order of the Mexican Aztec Eagle in Mexico and in 2019 she was awarded Peru’s Order of “Merit for Distinguished Services” in the rank of Grand Official. 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:

 

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. Her background includes experience in trade, finance, private equity, venture capital, social media, and infrastructure. 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. Given the increasing political and other challenges involved with doing business across national borders in Latin America, the board believes that Ms. Segal’s prior experience and extensive knowledge of these affairs qualify her to serve as a director of our Company.

 

Susan Segal, 68

 

Director since: 2012

 

MercadoLibre, Inc.’s

Board Committees:

   Audit Committee

   Compensation

    Committee

    (effective as of the

    Annual Meeting)

 

 

 

 

 

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Experience:

 

Mr. Vázquez serves as a member of the board of directors and as the president of the audit committee of Globant S.A. (NYSE: GLOB) and Despegar.com, Corp, and as President of the compensation committee and corporate governance and nominating committee of Globant S.A. 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:

 

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. Mr. Vázquez worked in auditing for Arthur Andersen for 33 years total, including 23 years as a partner and general director, in many of our markets, including Argentina, Chile, Uruguay and Paraguay. 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. Finally, Mr. Vázquez has employed these skills as a board member of several other technology and other companies, thus has important experience serving as a director and audit committee member.

 

Mario Eduardo

Vásquez, 85

 

Director since: 2008

 

MercadoLibre, Inc.’s

Board Committees:

  Audit Committee

   (Chairman,

   Financial Expert)

  Nominating and

   Corporate

   Governance

   Committee

  Compensation

   Committee



 

 

 

 

 

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Experience:

 

As of May 24, 2021, Mr. Aguzin is the president of the Hong Kong Stock Exchange. Prior to that position, 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. Mr. Aguzin held leadership roles spanning lines of business and geographies during his 30 years with J.P. Morgan, including serving as Chairman and CEO for the Asia Pacific Region from 2012 to 2020, overseeing the firm’s overall activities across Asia Pacific. Prior to that position, he was CEO for J.P. Morgan Latin America, responsible for overseeing all of J.P. Morgan’ activities in Latin America. He was also the Head of Investment Banking Coverage, Mergers & Acquisitions and Capital Markets in the region. He joined J.P. Morgan in 1990 in Buenos Aires as a financial analyst in the Credit Group and has spent his career advising clients on strategic and corporate finance transactions. In 1991, he moved to New York, where he worked in the Corporate Finance Services Group and focused primarily on cross-border mergers and acquisitions for U.S. clients. In 1992, he returned to Buenos Aires in the Investment Banking team where he participated in several privatizations, capital markets and advisory transactions. In 1996, he moved to the Latin America Mergers & Acquisitions Group in New York, being appointed head of the group in 2000. In 2002, he expanded his responsibilities and was appointed head of Latin America Investment Banking Coverage, Mergers & Acquisitions and Capital Markets, formerly known as Latin America Investment Banking. In 2005, he was appointed CEO for Latin America. During 2008 and 2009, in addition to his responsibilities as CEO for Latin America and head of Latin America Investment Banking, Mr. Aguzin served as Senior Country Officer for Brazil.  Mr. Aguzin is a member of the Board of Trustees of the Asia Society as well as the Eisenhower Fellowships. He is also a member of the Asia Pacific Council of the Nature Conservancy. He holds a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania and is fluent in Spanish, Portuguese and English.

 

Key Attributes and Skills:

 

Mr. Aguzin brings a deep understanding of financial markets and investment banking activities which provide valuable business experience and critical insights on the roles of finance and strategic transactions in our business. 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.

 

Alejandro Nicolás

Aguzin, 52

 

Director since: 2017

 

MercadoLibre, Inc.’s

Board Committees:

  Audit Committee

   (effective as of the

   Annual Meeting)

  Nominating and

   Corporate

   Governance

   Committee



 

 

 

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Class III Directors





 

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Experience:

 

Mr. Calemzuk is the CEO of 890 Fifth Avenue Partners, a Special Purpose Acquisition Company focused on the Media and Entertainment space. Prior to that position, from 2017 to 2020, Mr. Calemzuk was CEO and co-founder of RAZE, a media venture focused on the Hispanic space. 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. In 2013 and 2014, Mr. Calemzuk joined Jeff Sagansky’s and Harry Sloan’s special purpose acquisition company, Silver Eagle Acquisition Company, as the target company’s Chief Executive Officer. Between 1998 and 2012 Mr Calemzuk had a successful career at News Corporation/Fox. He last served as CEO of Shine Group Americas (Unit of 21st Century Fox) from September 2010 to January 2012. From 2007 to 2010, Calemzuk served as President of Fox Television Studios. Prior to joining Fox Television Studios, Calemzuk was President of Fox International Channels Europe, based in Rome from 2002 to 2007. Before working in Italy, 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. Born in 1973 in Mar del Plata, Argentina, Calemzuk is a Cum Laude graduate of the University of Pennsylvania.

 

Key Attributes and Skills:

 

Mr. Calemzuk contributes significant leadership experience in media, marketing and promotions. His service as President of Fox Television Studios provides valuable business, leadership and management experience, including expertise leading a large organization with global operations, giving him a keen understanding of the issues facing a multinational business such as MercadoLibre. Similarly, he has led the growth of international operations of Fox in both Latin America and Italy. In particular, he is a leader in alternative entertainment and technology genres, uniquely positioning him to provide thought leadership and guidance as MercadoLibre adapts to a changing technology and entertainment world.

 

Emiliano Calemzuk, 47

 

Director since: 2007

Lead independent

director since 2016

 

MercadoLibre, Inc.’s

Board Committees:

  Nominating and

   Corporate Governance

   Committee

   (Chairman)

  Compensation

   Committee

   (Chairman effective

   as of the Annual

   Meeting)

 

 



 

 

 

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Experience:

 

Mr. Galperin serves on the boards of Televisa, a media company in Mexico and Onapsis, a cyber-security company. He also served as a director of Globant S.A. (NYSE: GLOB) until his resignation in April 2020. 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 MBA from Stanford University and graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Nicolás Galperin, a Class II Director.

 

Key Attributes and Skills: 

 

Mr. Galperin brings leadership and extensive experience and knowledge of our Company and industry to the board. As the 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. In addition, Mr. Galperin brings his broad strategic vision for our Company to the board. Mr. Galperin’s service as our chairman, president and chief executive officer 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.

 

Marcos Galperin, 49

 

Director since: 1999

Chairman of the Board,

President, co-founder

and CEO

 

MercadoLibre, Inc.’s

Board Committees:

None

 

 

 

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Experience: 

 

Roberto Sallouti is the Chief Executive Officer and a member of the Board of Directors of BTG Pactual, a Brazilian financial company operating in investment banking and global wealth and asset management markets in Latin America. Mr. Sallouti joined BTG Pactual in 1994, and became a partner in 1998. He was named Chief Operating Officer in 2008, having previously been responsible for the firm’s Fixed Income Division and joint head of the Latin American FICC group at UBS AG. He was named Chief Executive Officer in 2015. In 2008, he co-founded BTG Investments, which acquired Banco Pactual back from UBS in 2009. Mr. Sallouti holds a bachelor of science degree in economics, with concentrations in finance and marketing, from The Wharton School at the University of Pennsylvania.

 

Key Attributes and Skills:  

 

Mr. Sallouti brings a deep understanding of financial markets, investment banking activities, accounting and business management. He also has more than 15 years of experience in the implementation, management and improvement of background and support structures in financial institutions. Our board believes that his knowledge of Brazilian and Latin American economies and markets, coupled with the professional network that he has developed in Latin America throughout his career in investment banking, makes him an asset to our Company.

 

Roberto Balls

Sallouti, 49

 

Director since: 2014

 

MercadoLibre Inc.’s

Board Committees:

None

 

 

 

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Director Independence and Family Relationships



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 in determining whether the director is independent under NASDAQ rules and our corporate governance guidelines. Our board has determined that each of Messrs. Calemzuk, Malka, Vázquez, Sallouti, Aguzin and Ms. Segal, is independent under the listing standards of NASDAQ and our corporate governance guidelines. Our board has determined that Mr. Dubugras will also be considered an independent director if he is elected at the Annual Meeting. 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.



Board Leadership Structure



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 and believe that any determination in this regard is part of the executive succession planning process. The board understands 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.



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 stockholders, employees and users.



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. As lead independent director, he chairs and has authority to call formal closed sessions of the independent directors, leads board meetings in the absence of the chairman, and leads the annual board self-assessment process. In addition, the lead independent director, together with the chair of the nominating and corporate governance committee, 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.



Our board will continually evaluate the current leadership structure of the board with the goal of maximizing its effectiveness.

 

 

 

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Risk Oversight



Our board of directors 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.



The board has generally retained the primary risk oversight function and has an active role, in its entirety and also at the committee level, in overseeing management of our material risks. The board regularly reviews information regarding our operations, strategic plans and liquidity, as well as the risks associated with each. The audit committee oversees management of financial and internal control risks as well as the risks associated with related party transactions. Our head of internal audit reports directly to the audit committee. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The nominating and corporate governance committee oversees the management of risks associated with the composition and independence of our board and oversees our corporate governance policies and procedures related to risk management, including our whistleblower procedures, insider trading policy and corporate governance guidelines. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through committee reports about such risks.



Anti-hedging and anti-pledging policies



Our directors and employees (including officers) and any of their designees are prohibited from engaging in hedging transactions with respect to Company securities, including through the use of derivative instruments or through the establishment of a short position in the Company’s securities. In addition, directors and employees (including officers) and any of their designees are prohibited from pledging Company securities as collateral for a loan or from holding Company securities in a margin account.



Stockholder Communications with our Board



Stockholders may communicate with our board, board committees or individual directors, including the lead independent director, c/o Corporate Secretary, Pasaje Posta 4789, 6th Floor, Buenos Aires, Argentina, C1430EKG. The nominating and corporate governance committee has 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.



Attendance at Annual Meetings



We do not have a policy regarding director attendance at annual meetings of our stockholders. Three members of our board of directors attended our 2020 Annual Meeting of Stockholders.



Formal Closed Sessions



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.



Board Compensation



Board 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. Current board compensation is described under the heading “Director Compensation” below.



 

 

 

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Outside Advisors



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.



Conflicts of Interest



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 of business conduct and ethics to ensure that it provides clear guidance to our directors, executives and employees.



Transparency



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.



Board Effectiveness and Director Performance Reviews



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 board 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.



Succession Planning



The board recognizes the importance of effective executive leadership to MercadoLibre’s success, and meets to discuss executive succession planning at least annually. 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 nominating and corporate governance committee leads the succession planning process for our chief executive officer and other senior officers and performs a similar analysis with respect to the rest of our board.



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. The fees for services provided by our auditors in 2020 and 2019 and our policy on pre-approval of non-audit services are described under the section below entitled “Proposal Three: Ratification of Independent Registered Public Accounting Firm.”



Corporate Hotline 



We have an anonymous and confidential whistleblower hotline for employees and third parties to report illegal or non-ethical behaviors. Complaints received through the hotline are analyzed and investigated by a compliance team appointed by the Head of Risk and Compliance to that effect. If the investigation confirms any wrongdoing, a report is issued with a recommendation of corrective actions that aim to remedy the situation and/or identify and control any other irregularities. In turn, the Company’s Management will follow the recommendations in the report by implementing those remediate actions.



 

 

 

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Affirmation of our ESG Practices and Performance



Our work on environmental, social and governance (ESG) matters has resulted in greater disclosure surrounding our ongoing practices. Since 2012, we have published an Impact Report, which shares the progress of our ESG commitments. Our 2020 Impact Report is available on our website: https://sustentabilidadmercadolibre.com/en.

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Board Committees



Board committees help our board perform effectively and efficiently, but 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 committee meets regularly and has a written charter that has been approved by our board, 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*

  

 

 

 

Chair

Meyer Malka*

  

 

Chair

 

 

Susan Segal*

  

 

 

 

 

Mario Vázquez*

  

Chair

 

 

Nicolás Aguzin*

 

 

 

 

 

 

The following table lists the members of each of our three principal standing board committees as of the Annual Meeting:







 

 

 

 

 

 



 

Audit

 

Compensation

 

Nominating &
Corporate
Governance

Emiliano Calemzuk*

  

 

 

Chair

 

Chair

Susan Segal*

  

 

 

 

Mario Vázquez*

  

Chair

 

 

Nicolás Aguzin*

 

 

 

 



* Independent Director.



 

 

 

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Audit Committee



The audit committee, which met six times and took four actions by unanimous written consent during fiscal year 2020, is comprised of Mr. Vázquez (Chairman), Mr. Malka and Ms. Segal. Following the Annual Meeting, the audit committee will be comprised of Mr. Vázquez (Chairman), Mr. Aguzin and Ms. Segal. Our board has determined that each of the directors serving on our audit committee (or that will be serving on our audit committee following the Annual Meeting) is independent as defined under the rules of the SEC and as defined in the Listing Rules of NASDAQ, and that, based on his professional qualifications and experience described above, Mr. Vázquez is an “audit committee financial expert,” as defined under the rules of the SEC. The audit committee is responsible for:



·

reviewing the performance of our independent registered public accounting firm and making recommendations to our board regarding the appointment or termination of our independent registered public accounting firm;

·

considering and approving, in advance, all audit and non-audit services to be performed by our independent registered public accounting firm;

·

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 or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing 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;

·

reviewing and discussing with management our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal and regulatory 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; and

·

handling such other matters that are specifically delegated to the audit committee by our board from time to time.



For more information, please see “Audit Committee Report” beginning on page 54 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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Compensation Committee



The compensation committee, which met one time and took three actions by unanimous written consent during fiscal year 2020, is comprised of Messrs. Malka (Chairman), Calemzuk and Vazquez. Following the Annual Meeting, the compensation committee will be comprised of Messrs. Calemzuk (Chairman) and Vazquez and Ms. Segal. Our board has determined that each of the directors serving on our compensation committee (or that will be serving on our compensation committee following the Annual Meeting) is independent as defined in the Listing Rules of NASDAQ. Pursuant to its charter, the compensation committee is responsible for:



·

recommending to our board for determination, the compensation and benefits of all of our executive officers and key employees;

·

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 stock plans and other incentive compensation plans and preparing recommendations and periodic reports to our board concerning these 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.



Our board has adopted a written charter for our compensation committee, which is posted on our investor relations website at http://investor.mercadolibre.com.



Nominating and Corporate Governance Committee



The nominating and corporate governance committee, which met twice during fiscal year 2020, is comprised of Messrs. Calemzuk (Chairman), Aguzin and Vázquez. Our board has determined that each of the directors serving on our nominating and corporate governance committee is independent as defined in the Listing Rules of NASDAQ. The nominating and corporate governance committee is responsible for:



·

recommending to our board for selection, nominees for election to our board;

·

making recommendations to our board regarding the size and composition of the board, committee structure and membership and retirement procedures affecting board members;

·

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.



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. That charter requires the nominating and corporate governance committee to consider the desired composition of our board, including such factors as expertise and diversity, and our corporate governance guidelines provide that, in consideration of the composition of our board, diversity of backgrounds and expertise should be emphasized.

 

 

 

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Other Committees



From time to time, our board may establish other committees as circumstances warrant. Those committees will have the authority and responsibility as delegated to them by our board.



Code of Business Conduct and Ethics



Our board has adopted a code of business conduct and ethics that applies to our officers, directors and employees. Among other matters, our code of business conduct and ethics 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.



Our audit committee must approve any waiver of the code of business conduct and ethics 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 of business conduct and ethics 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.

 

 

 

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Director Nominations



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 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” above. 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 2022 Annual Meeting” beginning on page 57 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 will consider a broad range of factors when nominating individuals for election as directors, including differences of viewpoint, professional experience, education, skill, other personal qualities and attributes, race, gender and national origin. The nominating and corporate governance committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits.



Directors Attendance at Meetings of our Board of Directors

and Board Committees



Our board held five meetings and took ten actions by written consent during the fiscal year ended December 31, 2020. 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 2020.



 

 

 

 

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DIRECTOR COMPENSATION 



On August 6, 2019, our board, upon the recommendation of the compensation committee, adopted a director compensation program that set compensation for our independent directors for service during the one year periods commencing at the Company’s annual shareholders’ meeting in 2019, 2020 and 2021. For 2020, each independent director received an annual cash retainer fee for board services and a grant of shares of restricted stock. The cash retainer fee consisted of a fixed cash payment of $72,000. The shares of restricted stock (“Shares”) had a value equal to $120,000, based on the market value of the Company’s stock. The Shares are subject to forfeiture and transfer restrictions until the date of the annual shareholders’ meeting taking place in the year after which the independent director received such Shares. Additional annual cash retainer fees were paid to each individual serving the Board in one of the following capacities, in the amount of: $15,000 to the chair of the nominating and corporate governance committee of the Board, $30,000 to lead independent director of the Board, $21,913 to the chair of the audit committee of the Board and $21,913 to the chair of the compensation committee of the Board. Both the cash and equity-based compensation is subject to forfeiture in the event that any independent director does not complete the full year of service for which such compensation is due.



The compensation committee periodically reviews our director compensation policy 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.

 

 

 

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Director Compensation for 2020



The following table summarizes compensation earned by our non-employee directors for the fiscal year ended December 31, 2020. 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)

 

 

Total

Emiliano Calemzuk

 

$

117,093 

 

$

119,907 

 

$

237,000 

Meyer Malka

 

 

94,006 

 

 

119,907 

 

 

213,913 

Susan Segal

 

 

72,093 

 

 

119,907 

 

 

192,000 

Mario Eduardo Vázquez

 

 

94,006 

 

 

119,907 

 

 

213,913 

Roberto Balls Sallouti

 

 

72,093 

 

 

119,907 

 

 

192,000 

Alejandro Nicolás Aguzin

 

 

72,093 

 

 

119,907 

 

 

192,000 

Total

 

$

521,384 

 

$

719,442 

 

$

1,240,826 





 



 

(1)

The amounts in this column include all fees earned for calendar year 2020, as described above, and additional retainers for committee chairs and the lead independent director, with the chair of each of the audit committee, the compensation committee and the nominating and corporate governance committee and the lead independent director receiving an additional cash retainer. As a result, the amounts include (i) the portion of the fees earned under the 2020 Director Compensation Program for the period June to December, 2020 and (ii) the portion of the fees earned under the 2019 Director Compensation Program for the period January to June, 2020.

(2)

The amounts in this column include the fair value at the grant dates for stock awards earned during the calendar year 2020.



 



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



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.



Delinquent Section 16(a) Reports



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, 2020 through December 31, 2020, all Section 16(a) filing requirements applicable to our officers, directors and greater-than-10% beneficial owners were complied with on a timely basis, with the exception of one transaction for Marcos Galperin that was reported on a Form 5 filed on February 2, 2021.

 

 

 

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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 29, 2021.





 

 

 

 

 

 

Name

 

 

Age

 

 

Position

Marcos Galperin

  

 

49

  

  

Chairman of the Board, President and Chief Executive Officer

Pedro Arnt

  

 

47

  

  

Executive Vice President and Chief Financial Officer

Stelleo Tolda

  

 

53

  

  

Commerce President

Osvaldo Giménez

  

 

51

  

  

Fintech President

Daniel Rabinovich

  

 

43

  

  

Executive Vice President and Chief Operating Officer

Marcelo Melamud

  

 

50

  

  

Senior Vice President and Chief Accounting Officer



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.”





 

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Pedro Arnt has served as our chief financial officer since June 1, 2011. Prior to his appointment as chief financial officer, Mr. Arnt served in various capacities since joining MercadoLibre in December 1999. He initially led the business development and marketing teams as vice president, and later managed our customer service operations. He then held the position of vice president of strategic planning, treasury and investor relations, actively participating in our transition from a private to a public company, and playing an important role in capital markets, corporate finance, strategic planning and treasury initiatives. Prior to joining MercadoLibre, Mr. Arnt worked for The Boston Consulting Group. He is a Brazilian citizen and holds a bachelor’s degree, magna cum laude, from Haverford College and a master’s degree from the University of Oxford.



 

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Stelleo Tolda has been our Commerce President since August 2020. Prior to this position, from 2019 until August 2020, Mr. Tolda was our Chief Operating Officer (Commerce), and from 2009 until 2019, our Chief Operating Officer. Prior to this appointment, he served as a senior vice president and as our country manager of Brazil since 1999. In that role he guided MercadoLibre to its current position as the leading e-commerce marketplace in Brazil. Before joining MercadoLibre, Mr. Tolda worked at Lehman Brothers Inc. in the United States in 1999, and at Banco Pactual and Banco Icatu in Brazil, from 1996 to 1997 and 1994 to 1996, respectively. He holds a master’s in business administration from Stanford University, and a master’s degree and bachelor’s degree in mechanical engineering, also from Stanford.



 

 

 

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Osvaldo Giménez has been our Fintech President since August 2020.  Prior to this appointment, he was responsible for MercadoPago 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. Mr. Giménez received a master’s in business administration from Stanford University and graduated from Buenos Aires Technological Institute with a bachelor’s degree in industrial engineering.



 

Imagen 50

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. Mr. Rabinovich holds a master’s degree in Technological Services Management from the Universidad de San Andres and graduated with honors from Buenos Aires University with a degree in information systems.



 

Imagen 51

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 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.



 

 

 

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BENEFICIAL OWNERSHIP OF OUR COMMON STOCK



The following tables set forth information, as of April 12, 2021, 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 our director nominee; and

· all directors and 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. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of the date of this proxy statement are considered outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless indicated otherwise in the footnotes, the address of each individual listed in the table is c/o MercadoLibre, Inc., Pasaje Posta 4789, 6th Floor, Buenos Aires, Argentina, C1430EKG. 





 

Total Common Stock (1)

 

Name and Address of Beneficial Owner

 

Number

 

Percentage



 

 

 

 

 

Five percent stockholders (1):

 

 

 

 



 

 

 

 

 

Baillie Gifford & Co. (2)

 

4,751,724 

 

       9.53  % 

 

Galperin Trust (3)

 

3,900,000 

 

       7.82  % 

 

Capital Research Global Investors (4)

 

2,885,754 

 

       5.79 %

 

EuroPacific Growth Fund (5)

 

2,637,766 

 

       5.29 %

 



 

 

 

 

 

Directors and executive officers:

 

 

 

 

 



 

 

 

 

 

Marcos Galperin

 

 

 

 

Pedro Arnt

 

19,129 

 

  * 

 

Osvaldo Giménez

 

18,385 

 

               *

 

Daniel Rabinovich

 

 

 

 

Stelleo Tolda (6)

 

91,003 

 

  *

 

Marcelo Melamud

 

 

   

 

Emiliano Calemzuk (8)

 

315 

 

  *

 

Nicolás Galperin

 

 

 

 

Meyer Malka (7) (8)

 

57,071 

 

  *

 

Susan Segal (8)

 

315 

 

  *

 

Mario Vázquez (8)

 

2,669 

 

  *

 

Roberto Balls Sallouti (8)

 

315 

 

  *

 

Alejandro Nicolás Aguzin (8)

 

4,315 

 

  *

 

Henrique Dubugras

 

 

 

 

All directors, director nominees and executive officers as a group (14 persons)

 

 193,517 

 

   *

 



 

 

 

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*

Indicates less than 1% ownership

(1)

Based on an aggregate amount of 49,852,319 shares of our common stock issued and outstanding as of April 12, 2021.

(2)

According to a Schedule 13G/A filed on January 12, 2021 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 4,751,724 shares of our common stock. Baillie Gifford has sole voting power over 4,032,297 shares of our common stock and sole dispositive power over 4,751,724 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 3, 2021 jointly by the Galperin Trust, Alpenstrasse 15, Zug, CH-6304,Switzerland (the “Trust”), Meliga No. 1 Limited Partnership (“Meliga LP”) and Volorama Stichting (each a “Reporting Person”), each Reporting Person is the beneficial owner of 3,900,000 shares of our common stock, resulting from gifts to the Trust of an aggregate of 4,253,225 shares of common stock by Marcos Galperin and his spouse (collectively, the “Settlors”) in connection with an estate planning transaction. Meliga LP sold 253,225 and 100,000 shares of Common Stock on August 5, 2016 and on December 9, 2020, respectively. The Trust is an irrevocable trust formed under New Zealand law by the Settlors that was established for the benefit of Mr. Galperin’s children and parents and certain charitable organizations. Intertrust Suisse Trustee GMBH (the “Trustee”) acts as the independent trustee of the Trust. As part of the estate planning transactions, the Trust concurrently transferred the Galperin Trust Shares to Meliga LP, a New Zealand limited partnership in which the Trust owns an approximately 99.999% limited partnership interest. Volorama Stichting, a Dutch foundation based in Amsterdam, The Netherlands, serves as the general partner (the “General Partner”) of Meliga LP. Pursuant to the limited partnership agreement of Meliga LP, the Galperin Trust Shares may not be voted or disposed of without the approval of the Trust (as limited partner) and the General Partner. In addition, pursuant to the settlement deed of the Trust, the Trustee is required to obtain the majority approval of a protective committee comprised of three individuals prior to taking any action with respect to voting or disposing of any of the Galperin Trust Shares. The Trust and Volorama Stichting each have shared voting power over 3,900,000 shares of our common stock and shared dispositive power over 3,900,000 shares of our common stock, and Meliga LP has shared voting power over 3,900,000 shares of our common stock and sole dispositive power over 3,900,000 shares of our common stock.

(4)

According to a Schedule 13G/A filed on February 16, 2021 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 2,885,754 shares of our common stock. Capital Research has sole voting power over 2,883,551 shares of our common stock and sole dispositive power over 2,885,754 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 and Capital International K.K. (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)

EuroPacific Growth Fund, 333 South Hope Street, Los Angeles, California 90071 (“EuroPacific”), is an investment company registered under Section 8 of the Investment Advisers Act of 1940, EuroPacific is the beneficial owner of 2,637,766 shares of our common stock. EuroPacific is advised by Capital Research and Management Company, which manages equity assets for various investment companies through three divisions: Capital Research Global Investors, Capital World Investors, and Capital International Investors. EuroPacific’s shares may also be reflected in a filing made by Capital Research Global Investors, Capital International Investors and/or Capital World Investors.

(6)

Includes 91,003 shares held by Tool, Ltd., of which Stelleo Tolda owns all of the outstanding equity.

(7)

Includes 55,848 shares of common stock owned of record by Ribbit Capital IV, L.P. (“Fund IV”) for itself and as nominee for Ribbit Founder Fund IV, L.P. (“FF IV”). Mr. Malka is the sole director of Ribbit Capital GP IV, Ltd., the general partner of each of Fund IV and FF IV, and as such, may be deemed to hold voting and investment power with respect to such shares. Mr. Malka disclaims beneficial ownership with regard to such shares, except to the extent of his proportionate pecuniary interest therein.

(8)

Includes 137 shares of stock, subject to forfeiture and transfer restrictions until the 2021 Annual Meeting of the shareholders of MercadoLibre, Inc.



 



 

 

 

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EXECUTIVE COMPENSATION



Compensation Discussion and Analysis



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 2020 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

·

Pedro Arnt, Executive Vice President and Chief Financial Officer

·

Stelleo Tolda, Commerce President

·

Osvaldo Giménez, Fintech President

·

Daniel Rabinovich, Executive Vice President and Chief Operating Officer



The Executive Summary below provides an overview of our performance during 2020 and its correlation to our compensation decisions and practices.



Executive Summary



Our Business



Founded in 1999, MercadoLibre is the leading e-commerce company in Latin America. Through its six integrated e-commerce platforms including Mercado Libre, Mercado Pago and Mercado Envíos, it offers technology solutions that enable companies and individuals to buy, sell, announce, send and pay for goods and services over the internet. MercadoLibre serves millions of users, providing compelling technology-based solutions that democratize commerce and money, thus contributing to the development of a large and growing digital economy.



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.



 

 

 

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Consideration of 2020 Stockholder Advisory Vote on Executive Compensation



At the 2020 Annual Meeting of Stockholders, stockholders approved our 2019 advisory vote on executive compensation with approximately 89.09% of the votes cast in favor. We believe that strong support of our stockholders for the 2020 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 2020 Executive Compensation Program



As discussed in more detail beginning on page 39, our 2020 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 2020



In making its compensation decisions for the 2020 performance year, the compensation committee recognized our Company’s 2020 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 2020 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, 98.5% of our chief executive officer’s total target direct compensation for our 2020 fiscal year was performance based and 93.8% of our other named executive officers’ average total target direct compensation was performance based.

·

A portion of the compensation awarded under our 2020 executive compensation program is contingent upon both individual and Company performance, in the case of our named executive officers. In 2020, subject to satisfaction of Minimum Eligibility Conditions (described under “2020 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 qualitative assessment of individual performance.

·

The bonuses granted to our named executive officers under our 2020 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 2020 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.



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

 

 

 

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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 perspective 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, we revisited and introduced some minor changes to our previous compensation peer group (defined in 2018) based on public information available about both size of revenues and market capitalization of each selected company, resulting in the following list of companies that we considered when analyzing and making decisions relating to our 2020 compensation process: Facset, Twitter, IBM, eBay, NortonLifeLock, Square, Fiserv, Activision Blizzard, Service Now, Citrix Systems, Intuit, Vmware, Verizon, NetApp, Workday, Electronic Arts and Booking Holdings.



We also participate and analyze different surveys of market compensation practices in our industry and broadly across all industries. To determine 2020 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.



Elements of Compensation



The following table summarizes the various elements of compensation paid to our named executive officers, in each of 2020, 2019 and 2018. 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.

 

 

 

MercadoLibre 2021 Proxy Statement

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Elements of Compensation Paid to Named Executive Officers

in 2020, 2019 and 2018





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in U.S.

 

Year

 

Base

 

Annual

 

Long Term Retention Plans (Cash)(4)

 

Total

dollars

 

 

 

Salary ($)(1)

 

Bonus ($)(1)(2)(3)

 

2011 ($)

 

2012 ($)

 

2013 ($)

 

2014 ($)

 

2015 ($)

 

2016 ($)

 

2017 ($)

 

2019 ($)

 

2020 ($) (2)

 

($)(*)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marcos Galperin

 

2020

 

350,973

 

264,355

 

-

 

-

 

-

 

-

 

6,067,354

 

6,883,905

 

4,815,408

 

2,779,380

 

1,834,748

 

22,996,123

President and

 

2019

 

507,186

 

103,886

 

-

 

989,436

 

-

 

2,810,295

 

2,650,085

 

2,965,835

 

2,165,974

 

1,388,541

 

-

 

13,581,238

CEO

 

2018

 

552,767

 

-

 

723,710

 

628,065

 

2,506,501

 

1,846,079

 

1,752,605

 

1,936,829

 

1,470,151

 

-

 

-

 

11,416,707



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pedro Arnt

 

2020

 

324,904

 

78,335

 

-

 

-

 

-

 

-

 

1,142,782

 

1,296,578

 

906,979

 

721,602

 

-

 

4,471,180

Executive VP

 

2019

 

263,251

 

61,165

 

-

 

478,759

 

-

 

529,317

 

499,142

 

558,613

 

407,960

 

360,503

 

-

 

3,158,710

and CFO

 

2018

 

216,709

 

-

 

350,182

 

303,902

 

472,098

 

347,708

 

330,102

 

364,800

 

276,902

 

-

 

-

 

2,662,403



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stelleo Tolda

 

2020

 

249,835

 

183,757

 

-

 

-

 

-

 

-

 

1,142,782

 

1,296,578

 

1,012,253

 

737,373

 

486,761

 

5,109,339

Commerce

 

2019

 

302,831

 

50,365

 

-

 

478,759

 

-

 

529,317

 

499,142

 

558,613

 

455,312

 

368,382

 

-

 

3,242,721

President

 

2018

 

243,915

 

-

 

350,182

 

303,902

 

472,098

 

347,708

 

330,102

 

364,800

 

309,042

 

-

 

-

 

2,721,749



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Osvaldo Giménez

 

2020

 

337,485

 

82,115

 

-

 

-

 

-

 

-

 

1,142,782

 

1,296,578

 

1,012,253

 

723,655

 

-

 

4,594,868

Fintech

 

2019

 

275,953

 

64,116

 

-

 

478,759

 

-

 

529,317

 

499,142

 

558,613

 

455,312

 

361,528

 

-

 

3,222,740

President

 

2018

 

227,165

 

-

 

175,091

 

303,902

 

472,098

 

347,708

 

330,102

 

364,800

 

309,042

 

-

 

-

 

2,529,908



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel Rabinovich

 

2020

 

328,227

 

235,492

 

-

 

-

 

-

 

-

 

1,530,511

 

1,736,489

 

1,214,703

 

721,602

 

476,350

 

6,243,374

Executive VP

 

2019

 

266,150

 

42,630

 

-

 

190,230

 

-