UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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SCHEDULE 14A

(RULE 14a-101)

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

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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

 

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):

 

 

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Arias 3751, 7th Floor

Buenos Aires, Argentina C1430CRG

 

April 30, 2018

 

Dear Stockholder:

 

You are cordially invited to attend the 2018 Annual Meeting of Stockholders of MercadoLibre, Inc., which will be held at 12:00 p.m., Eastern Time, on Friday, June 15, 2018. We are pleased to note that this year’s annual meeting will be a completely virtual meeting of stockholders. You will be able to attend the 2018 Annual Meeting, vote, and submit your questions during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/MELI2018.

 

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 30, 2018, we first mailed to our stockholders a Notice of Internet Availability containing instructions on how to access our 2018 Proxy Statement and 2017 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 2017 Annual Report.

 

Thank you and we look forward to your attendance at the 2018 Annual Meeting of Stockholders or receiving your proxy vote. On behalf of the board of directors, I would like to express our appreciation for your continued interest in MercadoLibre.

 

 

Arias 3751, 7th Floor

Buenos Aires, Argentina C1430CRG

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 15, 2018

 

To Our Stockholders:

 

Notice is hereby given that the 2018 Annual Meeting of Stockholders of MercadoLibre, Inc. (the “2018 Annual Meeting”) will be held at 12:00 p.m., Eastern Time, on June 15, 2018. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/MELI2018, where stockholders will be able to listen to the meeting live, submit questions and vote online. The meeting is called for the following purposes:

 

1.

To elect the three Class II directors nominated and recommended by our board of directors, each to serve until the 2021 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified;

 

2.

To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2017;

 

3.

To ratify the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and

 

4.

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

 

Our board of directors has fixed the close of business on April 19, 2018 as the record date for determining the stockholders entitled to notice of and to vote at the 2018 Annual Meeting. Only stockholders of record as of the close of business on April 19, 2018 are entitled to notice of and to vote at the 2018 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 or voting instruction card.

 

Whether or not you plan to attend the meeting, please read our 2018 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 2017 Annual Report to Stockholders contains information about MercadoLibre and our financial performance. Voting on the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. Using the Internet or telephone saves us money by reducing postage and proxy tabulation costs. Please provide your voting instructions by the Internet, telephone, or by returning a proxy card or voting instruction card.

 

Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting. The Notice of Meeting and Proxy Statement for the 2018 Annual Meeting and our 2017 Annual Report to Stockholders are available electronically at www.proxyvote.com.

 

MercadoLibre, Inc.

Arias 3751, 7th Floor

Buenos Aires, Argentina C1430CRG

 

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 30, 2018, 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, 2017 (“2017 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 2018 ANNUAL MEETING

 

Listening on the Internet

 

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Live webcast available at www.virtualshareholdermeeting.com/MELI2018

 

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Webcast starts at 12:00 p.m., Eastern Time

 

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Replay available until June 15, 2019

 

QUESTIONS

 

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2018 ANNUAL MEETING

 

Q:	Why am I receiving these materials?

 

A:

Our board of directors is providing these proxy materials to you in connection with our board’s solicitation of proxies for use at our 2018 Annual Meeting which will take place on June 15, 2018. Stockholders are invited to attend the 2018 Annual Meeting and are requested to vote on the proposals described in this proxy statement.

 

Q:	What information is contained in these materials?

 

A:	The information included in this proxy statement relates to the proposals to be voted on at the 2018 Annual Meeting, the voting process, the compensation of our directors and our named executive officers, and certain other required information.

 

Q:	Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

 

A:

In accordance with SEC rules, we may furnish proxy materials, including this proxy statement and our 2017 Annual Report, which includes our audited consolidated financial statements for the year ended December 31, 2017, to our stockholders by providing access to these documents on the Internet instead of mailing printed copies. On or about April 30, 2018, 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 2017 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 2017 Annual Report, you should follow the instructions in the notice for requesting these materials.

 

Q:	How do I get electronic access to the proxy materials?

 

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

 

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view our proxy materials for the 2018 Annual Meeting on the Internet; and

 

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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.

 

Q:	What proposals will be voted on at the 2018 Annual Meeting?

 

A:	There are three proposals scheduled for a vote at the 2018 Annual Meeting:

 

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the election of the three Class II directors nominated and recommended by our board, each to serve until the 2021 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified;

 

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the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2017; and

 

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the ratification of the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

 

Q:	What are our board’s voting recommendations?

 

A:	Our board recommends that you vote your shares:

 

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

 

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“FOR” the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2017; and

 

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“FOR” the ratification of the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for 2018.

 

Q:	How many shares are entitled to vote?

 

A:

Each share of our common stock outstanding as of the close of business on April 19, 2018, the record date, is entitled to one vote at the 2018 Annual Meeting. At the close of business on April 19, 2018, 44,157,364 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.

 

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A:	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 or nominee, you have the right to direct your broker or other nominee on how to vote the shares in your account.

 

Q:	Can I attend the 2018 Annual Meeting?

 

A:

You are invited to participate in the 2018 Annual Meeting if you are a stockholder of record or a beneficial owner at the close of business on April 19, 2018. Any stockholder can attend the 2018 Annual Meeting via the Internet at www.virtualshareholdermeeting.com/MELI2018. 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.

 

Q:	How can I vote my shares?

 

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

 

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If you are a stockholder of record, you may vote by proxy over the Internet or by telephone by following the instructions provided in the Notice of Internet Availability, or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card. You may also attend the Annual Meeting at 12:00 p.m., Eastern Time, on June 15, 2018 via the Internet at www.virtualshareholdermeeting.com/MELI2018 and vote during the Annual Meeting using the control number we have provided to you.

 

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If you hold shares beneficially in street name, you may also vote by proxy over the Internet or by telephone by following the instructions provided in the Notice of Internet Availability, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instruction card provided to you by your broker, bank, trustee or nominee.

 

Under Delaware law, votes cast by Internet or telephone have the same effect as votes cast by submitting a written proxy card.

 

Q:	Can I change my vote or revoke my proxy?

 

A:	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 2018 Annual Meeting. Proxies may be revoked by any of the following actions:

 

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filing a timely written notice of revocation with our Corporate Secretary at our principal executive office (Arias 3751, 7th Floor, Buenos Aires, Argentina, C1430CRG);

 

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granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method); or

 

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attending the 2018 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:

 

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

 

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if you have obtained a legal proxy from your broker, bank, or nominee giving you the right to vote your shares, by attending the 2018 Annual Meeting and voting in person.

 

Q:	How are votes counted?

 

A

Election of three Class II Directors. In the election of three 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 2017. In the approval, on an advisory basis, of the compensation of our named executive officers for fiscal year 2017, 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 2018, you may vote “for,” “against” or “abstain.” If you abstain from voting, it will have the same effect as a vote against this proposal.

 

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 three Class II directors nominated and recommended by our board and named in this proxy statement, “FOR” approval of our executive compensation, “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 2018 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?”

 

Q:	Who will count the votes?

 

A:	A representative of Broadridge will tabulate the votes at the 2018 Annual Meeting and act as the inspector of elections.

 

Q:	What is the quorum requirement for the 2018 Annual Meeting?

 

A:

The quorum requirement for holding the 2018 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 2018 Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

 

Q:	What is the voting requirement to approve each of the proposals?

 

A

Election of three 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 three 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 2017. 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 2017. 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 2018.

 

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

 

A:

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 2017 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 2017 will have no effect on these proposals.

 

Q:	Where can I find the voting results of the 2018 Annual Meeting?

 

A:	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 2018 Annual Meeting and that will also be available on our investor relations website at http://investor.mercadolibre.com.

 

Q:	Who will bear the cost of soliciting votes for the 2018 Annual Meeting?

 

A:

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.

 

 

 

PROPOSAL ONE:

ELECTION OF THREE 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 nine members. Information as to the directors currently comprising each class of directors and the current term expiration date of each class of directors is set forth in the following table:

 

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 seven of the nine current members of our board are independent directors within the meaning of the listing standards of The NASDAQ Global Market (the “NASDAQ”) and our corporate governance guidelines.

 

The terms of our three Class II directors are set to expire at the 2018 Annual Meeting. The nominating and corporate governance committee recommended, and our board nominated, each of Nicolás Galperin, Meyer Malka and Javier Olivan as nominees for re-election as Class II directors of our Company at the 2018 Annual Meeting. If elected at the 2018 Annual Meeting, each of the Class II director nominees will serve until our 2021 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 and named above 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.

 

Nominees for Election as Class II Directors

Class II Directors

Nicolás Galperin, 49, joined our board in 1999. Mr. Galperin is the principal of Onslow Capital Management Limited, an investment management company based in London, which he founded in 2006. 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. In his career at Morgan Stanley, Mr. Galperin also acted as a trader of high-yield bonds, emerging market bonds and derivatives in New York and London. Mr. Galperin graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Marcos Galperin, our chairman, president, chief executive officer and Class III Director nominee.

 

Key Attributes, Experience 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, provide 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.

 

Meyer “Micky” Malka Rais, 43, joined our board in March 2013 and has served as chairman of the compensation committee and as a member of the audit committee since then. Mr. Malka is the managing partner at Ribbit Capital LP, a venture capital fund focused on investing in innovative companies in the financial services sector, a position he has held since May 2012. Mr. Malka has more than twenty years of experience building and investing in technology and financial services across three continents. Mr. Malka was the co-founder and chairman of Lemon, Inc., an online financial service enabling individuals to access a virtual wallet online, until it was purchased by LifeLock (NYSE: LOCK) in December 2013. He also served on the boards of Wonga Group Limited, a private company offering loans that emphasize transparency, speed, convenience and flexibility through the website Wonga.com from 2011 to 2015; Revista Climax, a Venezuelan magazine from 2007 to 2015; and Peixe Urbano Inc., a private company in local commerce from 2012 to 2016. Mr. Malka currently serves on the boards of Credit Karma, a private company offering free credit scores to consumers; LendingHome, an online marketplace private company for home mortgages; Invoice2go, a private company that offers invoicing solutions to small businesses on mobile applications. In 1991, at the age of 18, Mr. Malka co-founded Heptagon Group, a securities and investment broker dealer servicing the Venezuelan and U.S. markets, where he served as chief operating officer. In 1998, Mr. Malka developed the online brokerage Patagon.com, Inc., which became Latin America’s first comprehensive Internet-based financial services portal and dealer until its acquisition in March 2000 by the Spanish bank Banco Santander. Mr. Malka then served as the interim chief executive officer for OpenBank S.A., an online bank in Spain and Germany. In 2003, he co-founded Banco Lemon, a Brazilian retail bank serving the underbanked population, which went on to become one of the largest private microfinance institutions in Brazil until 2009 when it was acquired by Banco do Brasil, Latin America’s largest bank. In July 2008, Mr. Malka co-founded and was co-chief executive officer of Bling Nation Ltd., a Palo Alto-based mobile payments private company, until July 2011 when it evolved into Lemon Inc. In May 2011, Mr. Malka co-founded Banco Bracce, a Brazilian financial banking institution specializing in lending for mid-sized companies in Brazil. Banco Bracce was sold in 2015. Mr. Malka graduated with a degree in economics from the Universidad Católica Andrés Bello in Caracas, Venezuela in 1996 and currently resides in Palo Alto, California.

 

Key Attributes, Experience and Skills:

Mr. Malka is an entrepreneur who brings deep industry expertise and expansive operational experience to our board. He has spent his career in the financial products and payments industries, and he has gained deep understanding of the transformative role that technology can play in these industries. From co-founding one of the earliest online brokerages in Latin America to creating a microfinance bank with thousands of branches throughout Brazil, to co-founding one of the earliest mobile payments companies in the United States, Mr. Malka has been at the forefront of bringing fundamentally transformative technologies to financial services. Serving as both an executive and a board member at companies of all stages of growth, he understands how to manage the transition from a rapidly growing start-up to a successful public company, while preserving the entrepreneurial spirit necessary to continually innovate. His deep industry expertise and diverse professional experiences give him critical business insights into the challenges and opportunities that we face.

 

Javier Olivan, 40, joined our board in December 2012. Mr. Olivan is the Vice President of Growth at Facebook, Inc. (NYSE: FB). Since 2007, Mr. Olivan has been responsible for Facebook’s international efforts, setting strategy and driving the growth of their global user base through product, marketing and internationalization initiatives. Mr. Olivan also oversees all growth analytics, growth marketing and data science efforts. He is also working closely with Facebook’s Internet.org initiative, working with mobile operators to accelerate the adoption of the internet around the world. Prior to working at Facebook, Inc., Mr. Olivan was a product manager at Siemens Mobile where he led a cross-functional team charged with the development and market launch of handset devices. Earlier in his career, Mr. Olivan worked for NTT Corporation in Japan as a research and development engineer and was responsible for developing software that enabled high-quality wireless video transmission to mobile devices. Mr. Olivan holds a master’s degree in business administration from Stanford University and master’s degrees in both electrical and industrial engineering from the University of Navarra.

 

Key Attributes, Experience and Skills:

Mr. Olivan contributes extensive knowledge in creating and growing internet usage across the globe and over various platforms (web and mobile). He also has a deep understanding of how social networks work, which uniquely positions him to provide thoughtful counsel to us as we explore opportunities at the intersection of commerce and social media.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION

OF THE NOMINEES FOR CLASS II DIRECTORS NAMED ABOVE

 

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 on the same location of our website.

 

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

 

Susan Segal, 65, joined our board in April 2012 and has served as a member of the audit committee since 2012. 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 as chairperson of the Corporate Governance Committee and member of the Risk Committee. 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 and is a member of the Council of Foreign Relations. She is also a Board member of Vista Oil and Gas. 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. 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, Experience 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, 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.

 

Mario Eduardo Vázquez, age 82, joined our board in May 2008, has served as chairman of the audit committee since May 2008 and has served as a member of the nominating and corporate governance committee since March 2009. 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 Decolar.com, Inc. 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, Experience 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.

 

Alejandro Nicolás Aguzin, aged 49, joined our Board in January 2017 and has served as a member of the nominating and corporate governance committee since February 2018. Mr. Aguzin is the Chairman and CEO of J.P. Morgan Asia Pacific, overseeing the firm’s overall activities across Asia Pacific, as well as directly managing the Banking franchise throughout the region. He chairs the Asia Pacific Management Committee, and is also a member of J.P. Morgan’s firmwide Corporate & Investment Bank Management Committee. Mr. Aguzin was previously the CEO for J.P. Morgan Latin America, responsible for overseeing all of J.P. Morgan’s 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. He holds a bachelor degree in Economics from the Wharton School of the University of Pennsylvania and is fluent in Spanish, Portuguese and English.

 

Key Attributes, Experience 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.

 

Class III Directors

 

Emiliano Calemzuk, age 44, joined our board in August 2007, has served as chairman of the nominating and corporate governance committee since 2007 and has served as a member of the compensation committee since 2008. Mr. Calemzuk was appointed as our lead independent director in February 2016.Mr. Calemzuk is the CEO and co-founder of RAZE, a mobile-first digital media company. Prior to that position, Mr. Calemzuk had a 14-year long career at News Corporation/Fox as head of several business units. From September 2010 to January 2012, Mr. Calemzuk served as Chief Executive Officer of Shine Group Americas (a unit of 21st Century Fox). From 2007 to 2010, Mr. Calemzuk was President of Fox Television Studios, a supplier of programming to U.S. cable and broadcast networks. From 2002 to 2007, Mr. Calemzuk served as president of Fox International Channels Europe. From 2000 to 2002, Mr. Calemzuk was vice president and deputy managing director of Fox Latin American Channels and was also employed as general manager of Fox Kids Latin America. Mr. Calemzuk also serves as chairman of the advisory board of The Heart of Los Angeles Organization, a non-profit organization for which he has served since 2010. Mr. Calemzuk holds a bachelor’s degree, cum laude, from the University of Pennsylvania.

 

Key Attributes, Experience 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.

 

Marcos Galperin, age 47, is one of our co-founders and has served as our chairman, president and chief executive officer and one of our directors since our inception in October 1999. Mr. Galperin serves on the boards of Endeavor, a non-profit organization that selects mentors and accelerates high impact entrepreneurs around the world; Fundación Universidad de San Andrés (FUDESA) which manages the Universidad de San Andrés, an Argentine university located in Buenos Aires, Argentina which offers undergraduate, specializations and post-graduate degrees in several disciplines; Onapsis, a cyber-security company; and Globant S.A. (NYSE: GLOB), a technology service provider focused on delivering software solutions by leveraging emerging technologies and trends that is listed on the NYSE, where he also serves as a member of the Compensation and Corporate Governance and Nominating Committees. 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, Experience 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.

 

Roberto Balls Sallouti, 46, has served as a member of the board of directors since October 2014. 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. He was named Chief Executive Officer in 2015. 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, Experience and Skills:

Mr. Sallouti brings a deep understanding of financial markets, investment banking activities and in the fixed income area. 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.

 

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, Olivan, Vázquez, Sallouti, Aguzin and Ms. Segal, is independent under the listing standards of NASDAQ and our corporate governance guidelines. Our governance guidelines require any director who has previously been determined to be independent to inform the chairman of our board and our corporate secretary of any change in circumstance that may cause his or her status as an independent director to change.

 

Other than our chief executive officer and Mr. Nicolás Galperin, who are brothers, there are no family relationships among our officers and directors, nor are there any arrangements or understandings between any of our directors or officers or any other person pursuant to which any officer or director was or is to be selected as an officer or director.

 

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.

 

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.

 

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, Arias 3751, 7th Floor, Buenos Aires, Argentina, C1430CRG. The nominating and corporate governance committee has delegated responsibility for initial review of stockholder communications to our manager 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, the manager 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. No members of our board of directors were able to attend our 2017 Annual Meeting of Stockholders in person.

 

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. Board compensation for our independent directors has in recent years primarily consisted of cash compensation. Director compensation is reviewed from time to time by the compensation committee for recommendation to our board. Current board compensation is described under the heading “Director Compensation” below.

 

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 employees and directors.

 

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 she 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 staff, 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 2017 and 2016 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 established a corporate telephone hotline and Internet site to allow any employee to confidentially and anonymously lodge a complaint about any accounting, internal control, auditing or other matter of concern.

 

Board Committees

 

Board committees help our board perform effectively and efficiently, but do not replace the oversight 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 current members of each of our three principal standing board committees:

 

 

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*

Independent Director.

Audit Committee

 

The audit committee, which met four times and took five actions by unanimous written consent during fiscal year 2017, is comprised of Mr. Vázquez (Chairman), Mr. Malka and Ms. Segal. Our board has determined that each of the directors serving on our audit committee is independent as defined under the rules of the SEC and as defined in the Listing Rules of NASDAQ, and that 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; 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 36 of this proxy statement.

 

Compensation Committee

 

The compensation committee, which met once and took one action by unanimous written consent during fiscal year 2017, is comprised of Messrs. Malka (Chairman), Calemzuk and Vazquez. Our board has determined that each of the directors serving on our compensation committee is independent as defined in the Listing Rules of NASDAQ. 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.

 

Nominating and Corporate Governance Committee

 

The nominating and corporate governance committee, which did not meet and took one action by unanimous written consent during fiscal year 2017, 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.

 

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.

 

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 2019 Annual Meeting” beginning on page 39 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 six meetings and took four actions by written consent during the fiscal year ended December 31, 2017. Other than Roberto Balls Sallouti, 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 2017.

 

DIRECTOR COMPENSATION

 

On August 2, 2016, our board, upon the recommendation of the compensation committee, adopted a director compensation program that sets compensation for our independent directors for the period from June 2016 to June 2019. The 2017 portion of this director compensation program (the “2017 Director Program”), which became effective as of June 13, 2017, provides that each independent director receives an annual fee for board services from June 13, 2017 to June 15, 2018 comprised of a non-adjustable board service award and an adjustable board service award. The non-adjustable board service award consists of a fixed cash payment of $60,000. The adjustable board service award consists of a fixed cash amount of $100,000 multiplied by the quotient of (a) the average closing sale price of our common stock on NASDAQ during the 30-trading day period preceding the 2018 Annual Meeting of Stockholders divided by (b) the average closing sale price of our common stock on NASDAQ during the 30-trading day period preceding the 2017 Annual Meeting of Stockholders.

 

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.

 

Director Compensation for 2017

 

The following table summarizes compensation earned by our non-employee directors for the fiscal year ended December 31, 2017:

 

 

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(1)

Other than for Mr. Spence, the amounts in this column include (i) the portion of the annual retainer and committee chair or lead independent director retainers earned under the 2017 Director Program for the period June 13, 2017 to December 31, 2017 and (ii) the portion of the annual retainer and committee chair or lead independent director retainers earned under the prior director compensation program that covered the period January 1, 2017 to June 12, 2017 (the “2016 Director Program”). Mr. Spence’s term expired at the 2017 Annual Meeting of Stockholders and the amounts in this column represent the portion of the annual retainer and committee chair or lead independent director retainers earned by Mr. Spence under the 2016 Director Program.

 

Under the 2016 Director Program, each independent director received an annual retainer of $60,000 and a cash incentive award for their service on the board from June 10, 2016 to June 12, 2017. The cash incentive award was equal to the product of $100,000 multiplied by the quotient of (a) the average closing sale price of our common stock on NASDAQ during the 30 trading day period preceding the 2017 Annual Meeting of Stockholders divided by (b) the average closing sale price of our common stock on NASDAQ during the 30 trading day period preceding the 2016 Annual Meeting of Stockholders. The 2016 Director Program also included 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 in the amount of $21,913, $21,913, $7,304 and $14,609, respectively.

 

(2)

The amounts in this column include the adjustable board service award earned under the 2016 Director Program for the period from January 1, 2017 to June 12, 2017. The amount of the adjustable board service award under the 2017 Director Program is not determinable until the date of the 2018 Annual Meeting of Stockholders.

 

(3)	Mr. Nicolás Galperin is not an independent director and did not receive any compensation for his services on our board in 2017 in accordance with our policy not to compensate non-independent directors.

 

 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.

 

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, 2017 through December 31, 2017, all Section 16(a) filing requirements applicable to our officers, directors and greater-than-10% beneficial owners were complied with on a timely basis.

 

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 March 1, 2018.

 

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.”

 

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.

 

Stelleo Tolda has served as our chief operating officer since April 1, 2009. Prior to his appointment as chief operating officer, Mr. Tolda 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.

 

Osvaldo Giménez is an executive vice president and has been responsible for MercadoPago operations since 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.

 

Daniel Rabinovich is an executive vice president and has served as our chief technology officer since January 2011. Prior to this appointment, 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.

 

Marcelo Melamud is a senior vice president and has served as our chief accounting officer since August 15, 2008. Prior to this appointment, Mr. Melamud served as our vice president—administration and control since 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.

 

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

 

The following tables set forth information, as of April 2, 2018, 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 and executive officers.

 

●

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

 

●

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., Arias 3751, 7th Floor, Buenos Aires, Argentina, C1430CRG.

 

 

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*	Indicates less than 1% ownership

 

(1)	Based on an aggregate amount of 44,157,364 shares of our common stock issued and outstanding as of April 2, 2018.

 

(2)

According to a Schedule 13G/A filed on January 10, 2018 by Baillie Gifford & Co., Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland, UK (“Baillie Gifford”), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, Baillie Gifford is the beneficial owner of 5,681,830 shares of our common stock. Baillie Gifford has sole voting power over 5,681,830 shares of our common stock and sole dispositive power over 2,562,345 shares of our common stock. Securities reported on the Schedule 13G/A as being beneficially owned by Baillie Gifford are held by Baillie Gifford and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients.

 

(3)

According to a Schedule 13G/A filed on February 14, 2017 jointly by the Galperin Trust (the “Trust”), Meliga No. 1 Limited Partnership (“Meliga LP”) and Volorama Stichting (each a “Reporting Person”), each Reporting Person is the beneficial owner of 4,000,000 shares of our common stock, resulting from a gifts of an aggregate of 4,253,225 shares of common stock (the “Sch13 Shares”) by Marcos Galperin and his spouse (collectively, the “Settlors”) in connection with an estate planning transaction and according to Mr. Galperin’s Form 4 filed on February 24, 2015 relating to Mr. Galperin’s gift of 456,662 shares of common stock (together with the Sch13 Shares, the “Galperin Trust Shares”) to the Trust. Upon receiving all requisite approvals, Meliga LP sold 253,225 shares of Common Stock on August 5, 2016. 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 transaction, 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 consent 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 Reporting Persons have shared voting power over 4,000,000 shares of our common stock and shared dispositive power over 4,000,000 shares of our common stock.

 

(4)

According to a Schedule 13G filed on February 6, 2018 by Carmignac Gestion, 24 Place Vendome, Paris, France 75001, a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). Carmignac Gestion is the beneficial owner of 2,308,664 shares of our common stock. Carmignac Gestion has sole voting power over 2,308,664 shares of our common stock and sole dispositive power over 2,308,664 shares of our common stock.

 

(5)

According to a Schedule 13G filed on February 14, 2018 by Capital World Investors, 333 South Hope Street, Los Angeles, California 90071 (“Capital World”), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, Capital World is the beneficial owner of 2,295,996 shares of our common stock. Capital World has sole voting power over 2,295,996 shares of our common stock and sole dispositive power over 2,295,996 shares of our common stock. Capital World is a division of Capital Research and Management Company (“CRMC”). The Capital World Investors division of CRMC and Capital International Limited collectively provide investment management services under the name Capital World Investors.

 

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

 

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 2017 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, Executive Vice President and Chief Operating Officer

●

Osvaldo Giménez, Executive Vice President—Payments

●

Daniel Rabinovich, Executive Vice President and Chief Technology Officer

The Executive Summary below provides an overview of our performance during 2017 and its correlation to our compensation decisions and practices.

 

Executive Summary

 

Our Business

 

We host the largest online commerce platform in Latin America located at www.mercadolibre.com, which is focused on enabling e-commerce and its related services. Our services are designed to provide our users with mechanisms for buying, selling, paying, collecting, shipping, generating leads and comparing via e-commerce transactions in an effective and efficient manner. Our company is a market leader in e-commerce in each of Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, Mexico, Peru, Uruguay and Venezuela, based on unique visitors and page views during 2017.

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.

 

Consideration of 2016 Stockholder Advisory Vote on Executive Compensation

 

At the 2017 Annual Meeting of Stockholders, stockholders approved our 2016 advisory vote on executive compensation with approximately 90.96% of the votes cast in favor. We believe that overwhelming support of our stockholders for the 2017 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 2017 Executive Compensation Program

 

As discussed in more detail beginning on page 25, our 2017 executive compensation program is comprised of three different compensation elements:

 

Highlights of Our Executive Compensation Program in 2017

 

In making its compensation decisions for the 2017 performance year, the compensation committee recognized our company’s 2017 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 2017 executive compensation program:

 

●

Base salary represents a relatively small percentage of total direct compensation for our named executive officers, with a significant portion of our named executive officers’ compensation based on the company’s demonstrated performance. As illustrated below, 94.0% of our chief executive officer’s total target direct compensation for our 2017 fiscal year was performance based and 90.4% of our other named executive officers’ average total target direct compensation was performance based.

 

●

A significant portion of the compensation awarded under our 2017 executive compensation program is contingent upon both individual and company performance, in the case of our named executive officers. In 2017, subject to satisfaction of Minimum Eligibility Conditions (described under “2017 Annual Bonus and 2017 LTRP 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 2017 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, similar to the annual bonus, the 2017 LTRP bonus is tied directly to the satisfaction of minimum performance objectives. In the event the minimum performance objectives are satisfied, approximately 50% of the cash payable under the 2017 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 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 to 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 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.

 

(in U.S. dollars)		Year		Base Salary ($)(1)				Annual Bonus ($)(1)(*)				2009 LTRP (Cash)  ($)(2)				2010 LTRP (Cash) ($)(2)				2011 LTRP (Cash) ($)(2)				2012 LTRP (Cash) ($)(2)				2013 LTRP (Cash ($)(2)				2014 LTRP (Cash) ($)(2)				2015 LTRP (Cash) ($)(2)				2016 L TRP (Cash) $(2)				2017 LTRP (Cash) $(2)				Total ($)(**)
Marcos Galperin President and CEO		2017			732,889				1,014,770				-				843,577				626,667				546,445				2,182,227				1,628,300				1,549,899				1,704,417				1,312,991				12,142,185
		2016			602,195				833,684				327,565				559,323				427,844				379,231				1,517,874				1,182,162				1,134,639				1,228,313				-				8,192,830
		2015			550,447				635,131				229,743				417,704				328,792				295,919				1,186,913				959,872				927,715				-				-				5,532,237
Pedro Arnt Executive VP and CFO		2017			270,037				311,581				-				26,388				303,226				264,409				411,021				306,689				291,922				321,026				247,301				2,753,600
		2016			228,077				253,606				49,135				17,496				207,021				183,499				285,890				222,659				213,708				231,352				-				1,892,445
		2015			266,808				307,855				34,461				13,066				159,093				143,186				223,554				180,791				174,734				-				-				1,503,550
Stelleo Tolda Executive VP and COO		2017			264,788				366,630				-				408,183				303,226				264,409				411,021				306,689				291,922				321,026				276,006				3,213,899
		2016			220,298				325,025				163,783				270,640				207,021				183,499				285,890				222,659				213,708				231,352				-				2,323,876
		2015			210,800				243,231				114,871				202,115				159,093				143,186				223,554				223,554				174,734				-				-				1, 695,140
Osvaldo Giménez Executive VP - Payments		2017			283,068				326,617				-				204,091				151,613				264,409				411,021				306,689				291,922				321,026				276,006				2,836,462
		2016			239,078				319,006				60,272				135,320				103,511				183,499				285,890				222,659				213,708				231,352				-				1,994,295
		2015			266,808				369,426				42,273				101,057				79,546				143,186				223,554				180,791				174,734				-				-				1,581,376
Daniel Rabinovich Executive VP and CTO		2017			270,037				311,581				-				26,388				48,194				105,060				411,021				306,689				390,967				429,945				331,207				2,631,090
		2016			228,077				253,606				49,135				17,496				32,903				72,912				285,890				222,659				286,217				309,846				-				1,758,742
		2015			266,808				307,855				34,461				13,066				25,286				56,894				223,554				180,791				234,019				-				-				1,342,734

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		Nominal Target Value of 2017 LTRP Bonus (1)				Portion of 2017 LTRP Bonus Paid Out in respect of 2017(1)
Marcos Galperin		$	5,946,400			$	1,312,991
Pedro Arnt		$	1,120,000			$	247,301
Stelleo Tolda		$	1,250,000			$	276,006
Osvaldo Giménez		$	1,250,000			$	276,006
Daniel Rabinovich		$	1,500,000			$	331,207

		Marcos Galperin				Pedro Arnt				Stelleo Tolda				Osvaldo Giménez				Daniel Rabinovich
Consolidated Performance—Constant Dollars (1)
Net Revenues Minus Bad Debt (excluding Venezuela) (2)			57.0	%			57.0	%			57.0	%			28.5	%			57.0	%
Net Revenues Minus Bad Debt (Venezuela) (2)			3.0	%			3.0	%			3.0	%			1.5	%			3.0	%
Net Income (excluding Venezuela) (3)			28.5	%			28.5	%			28.5	%			14.3	%			28.5	%
Net Income (Venezuela) (3)			1.5	%			1.5	%			1.5	%			0.8	%			1.5	%
Competitive NPS (4)			10.0	%			10.0	%			10.0	%			5.0	%			10.0	%
Weighted average			100.0	%			100.0	%			100.0	%			50.0	%			100.0	%
Payments Performance
TPV On/GMVe (excluding Venezuela) (5)			—				—				—				24.5	%			—
TPV On/GMVe (Venezuela) (5)			—				—				—				0.5	%			—
Payments Net Revenues Minus Chargebacks (6) (1)			—				—				—				25.0	%			—
Weighted average			—				—				—				50.0	%			—
Overall Performance (7)			100.0	%			100.0	%			100.0	%			50.0	%			100.0	%
Individual Performance Multiplier (8)
Above Expectations			1.2				1.2				1.2				1.2				1.2
Meet Expectations			1.0				1.0				1.0				1.0				1.0
Below Expectations			0.5				0.5				0.5				0.5				0.5

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Metrics (2)		2017 Actual (in MM)				2017 Objective (in MM)				% of Objective (1)
Consolidated Performance—Constant Dollars
Net Revenues Minus Bad Debt (excluding Venezuela)			1,315.2				1,290.7				101.9	%
Net Revenues Minus Bad Debt (Venezuela)			262.3				131.7				110.0	%
Net Income (excluding Venezuela)			113.6				113.0				100.5	%
Net Income (Venezuela)			8.2				-1.1				110.0	%
Competitive NPS			47.6	%			55.8	%			85.2	%
Weighted average											100.2	%
Payments Performance
TPV On/GMVe (excluding Venezuela)			89.3	%			88.9	%			100.4	%
TPV On/GMVe (Venezuela)			20.5	%			22.0	%			93.4	%
Payments Net Revenues Minus Charge backs			325.2				287.7				110.0	%
Weighted average											105.2	%
Overall Performance
Messrs. Galperin, Arnt, Tolda and Rabinovich											101.2	%
Mr. Gimenez											103.7	%
Individual Performance Multiplier
Messrs. Arnt, Gimenez and Rabinovich											1.0
Messrs. Galperin and Tolda											1.2

April 25, 2018	COMPENSATION COMMITTEE
	Meyer Malka (Chairman)
	Emiliano Calemzuk
	Mario Vazquez

Name and Principal Position		Year		Salary ($) (1)				Non-Equity Incentive Plan Compensation ($) (2)				All Other Compensation ($)				Total ($)
Marcos Galperin		2017			732,889				11,539,116	(3)			-				12,272,005
President and Chief		2016			602,195				8,190,567				-				8,792,762
Executive Officer		2015			550,447				6,077,255				-				6,627,702
Pedro Arnt		2017			270,037				2,455,112	(4)			11,839	(8)			2,736,988
Executive Vice		2016			228,077				1,725,434				-				1,953,511
President and Chief Financial Officer		2015			266,808				1,391,144				-				1,657,951
Stelleo Tolda		2017			264,788				2,919,653	(5)			-				3,184,441
Executive Vice		2016			220,298				2,100,575				-				2,320,873
President and Chief Operating Officer		2015			210,800				1,574,671				-				1,785,471
Osvaldo Giménez		2017			283,068				2,582,922	(6)			22,976	(9)			2,888,966
Executive Vice		2016			239,078				1,819,234				-				2,058,312
President—Payments		2015			266,808				1,841,825				-				2,108,633
Daniel Rabinovich		2017			270,037				2,512,760	(7)			19,389	(10)			2,802,186
Executive Vice		2016			228,077				1,803,559								2,031,636
President and Chief Technology Officer		2015			266,808				1,473,821								1,740,629

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
Name		Grant Date			Threshold ($)						Target ($)					Maximum ($)
Marcos Galperin		April 3, 2017 April 3, 2017				507,385		(2	)		676,513 5,946,400		(2) (3)	(4)		845,642		(2	)
Pedro Arnt		April 3, 2017 April 3, 2017				186,949		(2	)		249,265 1,120,000		(2) (3)	(4)		311,581		(2	)
Stelleo Tolda		April 3, 2017 April 3, 2017				183,315		(2	)		244,420 1,250,000		(2) (3)	(4)		305,525		(2	)
Osvaldo Giménez		April 3, 2017 April 3, 2017				195,970		(2	)		261,294 1,250,000		(2) (3)	(4)		326,617		(2	)
Daniel Rabinovich		April 3, 2017 April 3, 2017				186,949		(2	)		249,265 1,500,000		(2) (3)	(4)		311,581		(2	)

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Supplemental Ratio

 

We have calculated a supplemental ratio with the following differences from the aforementioned CEO pay ratio (which was calculated in accordance with the SEC’s rules):

 

The amount of LTRP bonus to be paid is subject to the price of our common stock on the NASDAQ, which can result in significant variability in payout year over year. For purposes of the supplemental ratio, we have calculated the annual total compensation of our chief executive officer for 2017 using the target value of his 2017 LTRP award, which mitigates the effect of fluctuations in the price of our common stock.

 

In addition, for purposes of the supplemental ratio, in identifying our median employee for the purpose of calculating that employee’s annual total compensation, we excluded all of our customer service representatives, whose responsibilities could be outsourced.

 

After making the above adjustments, the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employee is estimated to be 230 to 1.

 

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MERCADOLIBRE, INC. ARIAS 3751 7TH FLOOR BUENOS AIRES C1430 CRG ARGENTINA VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com  Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.  During The Meeting - Go to www.virtualshareholdermeeting.com/MELI2018  You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.  VOTE BY PHONE - 1-800-690-6903  Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.  VOTE BY MAIL  Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E47826-Z72612 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY  MERCADOLIBRE, INC.The Board of Directors recommends you vote FOR the following Class II director nominees named below:1 Election of Directors Nominees: 1) Nicolás Galperin 2) Meyer Malka 3) Javier Olivan For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. !!! The Board of Directors recommends you vote FOR proposals 2 and 3. 2 To approve, on an advisory basis, the compensation of our named executive officers. 3 Ratification of the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2018. For  Against  Abstain!!!!!! NOTE: Such other business as may properly come before the meeting or any adjournment thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

 

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