DEF 14A 1 ny20001488x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

CHECK THE APPROPRIATE BOX:

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

☐			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):

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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TABLE OF CONTENTS

Table of Contents

Notice of Annual Meeting OF STOCKHOLDERS			3
Letter from our Chairman and Chief Executive Officer			5
An Ecosystem of Integrated Solutions			6
Impact Highlights - We act today for the best to come			8
Proposal I – Elections of Directors			16
Information on our Board of Directors and Corporate Governance			22
Additional Governance Matters			35
Executive Officers			37
Delinquent Section 16(a) Reports			40
Beneficial Ownership of our Common Stock			41
EXECUTIVE COMPENSATION			43
Proposal II – Advisory Vote to Approve the Company’s Executive Compensation			57
Audit Committee Report			58
Proposal III – Ratification of Independent Registered Public Accounting Firm			59
Additional Information about the Annual Meeting			62
HeadquarterS information			67
STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING			67

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Notice of Annual Meeting of Stockholders

to be held on June 8, 2022

Meeting information

DATE & TIME			LOCATION			Record date
Wednesday, June 8, 2022 12.00 p.m Eastern Time			www.virtualshareholdermeeting.com/MELI2022, where stockholders will be able to listen to the meeting live, submit questions and vote online.			April 12, 2022

Items of business:

Whether or not you plan to attend the meeting, please read our 2022 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 2021 Annual Report to Stockholders contains information about MercadoLibre, Inc. (the “Company”) and our financial performance. Voting on the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. Using the Internet or telephone saves us money by reducing postage and proxy tabulation costs. Please provide your voting instructions by the Internet, telephone, or by returning a proxy card or voting instruction card.

By order of the board of directors,

Jacobo Cohen Imach

Sr. Vice President,

General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING. The notice of meeting and proxy statement for the 2022 annual meeting and our 2021 annual report to stockholders are available electronically at www.proxyvote.com. On or about April 27, 2022, 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, 2021 (“2021 Annual Report”).

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Internet Availability of Proxy Materials

Under U.S. Securities and Exchange Commission (“SEC”) rules, we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. The Notice of Internet Availability mailed to our stockholders contains instructions on how to access our proxy materials, including our proxy statement and our 2021 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 2022 Annual Meeting


Live webcast	Webcast starts	Replay
www.virtualshareholdermeeting.com/MELI2022	at 12:00 p.m., June 8, 2022 Eastern Time	available until June 8, 2023

Questions

	For questions regarding:			You may contact:
	2022 Annual Meeting			MercadoLibre Investor Relations, by going to http://investor.mercadolibre.com/contact-us and submitting your question or request
	Voting Stock Ownership			Computershare Overnight Mail Delivery: 462 South 4th Street, Suite 1600, Louisville, KY, 40202, USA Regular Mail: PO BOX 505000, Louisville, KY, 40233-5000, USA 888 313 1478 (U.S. investors) +1 (201) 680 6578 (Non-U.S. investors) www.computershare.com/investor

As of the date of this proxy statement, our board does not know of any matters to be presented at the 2022 Annual Meeting other than those specifically set forth in the Notice of 2022 Annual Meeting of Stockholders and this proxy statement. If other proper matters, however, should come before the 2022 Annual Meeting or any adjournment thereof, the proxies named in the enclosed proxy card intend to vote the shares represented by them in accordance with their best judgment in respect of any such matters.

MercadoLibre 2022 Proxy Statement

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Letter from our Chairman and Chief Executive Officer

Dear Stockholder:

Hope is the confidence that something good will happen. A positive feeling that, when accompanied by action, allows us to overcome adversity. The last two years —marked by an unprecedented global pandemic— have undoubtedly put this human capacity to the test: the ability to project a future horizon better than the current one, trusting that “the best is yet to come.” For us, this is much more than a slogan: it is the power that drives us.

During the last two unprecedented years, MercadoLibre has assumed the essential role of ensuring access to our many important services and products that impact our users’ lives. We assumed this unique and privileged position with great responsibility. We did this also with a focus on strengthening our purpose: democratizing commerce and financial services to transform the lives of millions of people in Latin America. Today more than ever, we know that the world needs transformation. That is why we want to be better every day, taking into account the growth of our business and its environmental impact and social role.

On behalf of the board of directors, I would like to express our appreciation for your continued interest in MercadoLibre. We look forward to your attendance at the 2022 Annual Meeting of Stockholders or receiving your proxy vote.

Sincerely yours,

Marcos Galperin

Chairman of the Board, President

and Chief Executive Officer

MercadoLibre 2022 Proxy Statement

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An Ecosystem of Integrated Solutions

Our company

Mercado Libre is the largest online commerce ecosystem in Latin America based on unique visitors and page views. We are present in 18 countries. Our platform is designed to provide users with a complete portfolio of services to facilitate commercial transactions both digitally and offline.

We offer our users an ecosystem of six integrated e-commerce and digital payments services:

						The Mercado Libre Marketplace is a fully-automated, topically-arranged and user-friendly online commerce platform, which can be accessed through our website and mobile app. This platform enables us (when we act as sellers in our first-party sales), merchants and individuals to list merchandise and conduct sales and purchases digitally.
						Through Mercado Libre Classifieds, our online classified listing service, our users can also list and purchase motor vehicles, real estate and services in the countries where we operate.
						To complement the MercadoLibre Marketplace and enhance the user experience for our buyers and sellers, we developed Mercado Pago, an integrated digital payments solution. Mercado Pago is a full ecosystem of financial technology solutions both in the digital and physical world. Our asset management product is a critical pillar to build our alternative two-sided network vision. It incentivizes our users to begin to fund their digital wallets with cash as opposed to credit or debit cards given that the return our product offers is greater than traditional checking accounts.
						Mercado Credito, our credit solution, leverages our user base, which is not only loyal and engaged, but has also been historically underserved or overlooked by financial institutions and suffers from a lack of access to needed credit. Facilitating credit is a key service overlay that enables us to further strengthen the engagement and lock-in rate of our users, while also generating additional touchpoints and incentives to use Mercado Pago as an end-to-end financial solution.
						The Mercado Envios logistics solution enables sellers on our platform to utilize third-party carriers and other logistics service providers, while also providing them with fulfillment and warehousing services. The logistics services we offer are an integral part of our value proposition, as they reduce friction between buyers and sellers, and allow us to have greater control over the full user experience.
						Our advertising platform, Mercado Ads, enables businesses to promote their products and services on the internet. Through our advertising platform, brands and sellers are able to display ads on our webpages through product searches, banner ads or suggested products.
						Complementing the services we offer, our digital storefront solution, Mercado Shops, allows users to set up, manage and promote their own digital stores.

MercadoLibre 2022 Proxy Statement

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An Ecosystem of Integrated Solutions

2021 Business Highlights

Forward-Looking Statements

Any statements herein regarding MercadoLibre, Inc. that are not historical or current facts are forward-looking statements. These forward-looking statements convey MercadoLibre, Inc.’s current expectations or forecasts of future events. Forward-looking statements regarding MercadoLibre, Inc. involve known and unknown risks, uncertainties and other factors that may cause MercadoLibre, Inc.’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and “Cautionary Note Regarding Forward-Looking Statements” sections of MercadoLibre, Inc.’s annual report on the upcoming Form 10-K for the year ended December 31, 2021, and any of MercadoLibre, Inc.’s other applicable filings with the Securities and Exchange Commission. Unless required by law, MercadoLibre, Inc. undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof.

MercadoLibre 2022 Proxy Statement

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IMPACT HIGHLIGHTS

We act today for the best to come

We are entrepreneurs who know that sustainability is a path of continuous improvement,

with many challenges ahead but with a clear focus: the time to act is now.

At MercadoLibre, we believe that sustainability involves every area of our business. It is a commitment that we renew every day, every time we take risks to innovate, achieve scale and generate a transformational impact.

We are convinced that there is a new economy, in which it is possible to generate economic value while creating social and environmental value at the same time. This new economy will not come on its own, nor on the basis of promises: we have to act today if we want to contribute to the sustainable prosperity of our region.

Under this premise, our strategy has three main focuses of action:

We are inspired by the entrepreneurs who grow with us, as well as by those who are part of our team. We are working to boost the triple-impact entrepreneurial ecosystem in Latin America through our solutions platform. We are also stimulating demand by providing the largest curated offering of positive impact products in the region to millions of consumers.

We are contributing to the communities with which we are linked through initiatives that seek to strengthen social organizations and the digital donation culture in the region. We also support the ability of young people to access formal jobs and the skills of the future by developing education and technology programs, so we can have fairer and more equitable societies.

We accept the challenge of continuing to grow while respecting the environment. We believe that measuring our carbon footprint is the backbone of this challenge: we seek to reduce our environmental impact throughout our value chain, while contributing to the fight against climate change through the regeneration and conservation of iconic biomes in the region.

			Inclusive culture						Transparency
Each person who works at MercadoLibre is unique and one of a kind, with their own story, experience, and background. Therefore, we encourage everyone to feel free to be who they are, how they are, and at ease with the choices they make.						It is the cornerstone of how we act, as well as of the bond of trust that we create with each of our stakeholders. We believe that ethics and integrity are the pillars of inclusion and development and, as corporate citizens, we strive to promote best practices in the digital products and services we develop, while complying with applicable laws.

MercadoLibre 2022 Proxy Statement

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Impact Highlights

Boost Triple-impact Entrepreneurial Ecosystem

& Positive Impact Products

Foster Entrepreneurial Potential (Argentina, Brazil, Chile, Colombia, Mexico and Uruguay)

True to our origins, we believe that entrepreneurs and SMEs play a fundamental role in driving sustainable socioeconomic development in the Latin American region. Their ability to adapt to new challenges and to understand the complexities and problems of each context, gives them a unique capacity for transformation. We create value for entrepreneurs and SMEs from the heart of our business: we drive their digital and financial inclusion; we train them in tools to take advantage of e-commerce opportunities; and we expand their business and income generation.

■ Training: Our Sellers Center offers content, courses and seminars on topics of value for an entrepreneur, such as financial or sales strategy.

Entrepreneurship with + Impact: Biomas (Brazil and Argentina) This program focuses on strengthening businesses linked to biodiversity. We understand that bio-economies are a solution for the conservation of biomes, which contribute to fostering sustainable production chains and promote income generation for local communities			80+ projects In the Amazon, Atlantic Forest and Cerrado regions of Brazil, and Gran Chaco in Argentina

Afrolab Program (Brazil and Colombia) Since 2018, MercadoLibre has been working with Preta Hub to strengthen businesses led by black entrepeneurs. To this end, we have trained participants of the Afrolab program in online sales strategies, and promoted their entry into the MercadoLibre ecosystem, by highlighting their stories and offering their products on our platform through an exclusive official store in Feira Preta. In 2021, we joined the NGO Manos Invisibles in Colombia, to promote the digital inclusion of black entrepeneurs in that region.			+500 Black entrepeneurs trained in Brazil and Colombia

Positive Impact Products (Argentina, Brazil, Chile, Colombia, Mexico and Uruguay) In 2019, we created a permanent and curated section of our platform that focuses on positive-impact products, a listing of sustainable products available in the market in one place. Over time, this became a platform from which we articulate initiatives and collaborate with the community of triple impact entrepreneurs, to find ways to generate added value for their projects and boost their development. It is also a space where we can view and analyze positive-impact consumption trends in the region. ■ 3.6M unique visits to the section (3x over 2020); ■ +169,000 companies sold positive-impact products (+69% over 2020); ■ +66,000 articles available in the category (+47% over 2020).			+4.7M Users purchased products (+37% over 2020) +9M Products sold (+344% over 2020)
Since 2016, we have been implementing exclusive promotional campaigns for sustainable products to foster positive impact consumption.

MercadoLibre 2022 Proxy Statement

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Impact Highlights

Community: Education and Inclusion

Digital and Financial Education

Education and social inclusion are the cornerstones of our relationship with the communities in each country where we operate. We promote initiatives and training programs that promote access to jobs, entrepreneurship and technology and more inclusive features.

We are acting today to promote more inclusive development in Latin America.

Networks for the Future (Argentina, Brazil and Mexico)

A program that provides training to young people in technical and digital skills for insertion into the labor market, which is complemented by learning socioemotional skills needed for formal employment.

1,000

Young people reached in 2021 (140 in Argentina, 500 in Brazil and 360 in Mexico)

Conectadas (Argentina, Mexico, Brazil, Peru, Colombia, Chile and Uruguay)

An immersive training program that seeks to bring young women in Latin America closer to the world of technology, providing them with tools to create innovative solutions to problems that they identify in their communities.

■ 150 projects with a positive impact on the community implemented through technology.

■ 89% of the girls participating in the Conectadas program recognized a positive and close link with science and technology.

1,200

Young women between 14 and 18 years of age from seven countries and more than 300 locations in Latin America benefited from the program

Entropy (Argentina)

Through this program, we provide STEM (science, technology, engineering and mathematics) training to young people who are in the last year of high school in public schools in Argentina. We also provide pedagogical support for teachers interested in getting involved in the teaching of STEM subjects.

■ In 2021, 600 young people started the cycle, 24% of whom are women.

■ Entropía program has doubled the percentage of university admissions to UTN since its inception.

286

Young people graduated in 2020

Certified TECH Developer (Argentina, Brazil and Colombia) We joined Globant and Digital House to co-create the Certified Tech Developer program that provides scholarships to young people to pursue technology careers in Argentina, Colombia and Brazil. ■ 2,500 scholarships covering 85% of tuition awarded (Argentina, Colombia and Brazil); 1,000 scholarships covering 50% of tuition awarded (Argentina).			+3,200 Students have completed the program
We use a diversity perspective that prioritizes young women from low-income and other historically excluded groups.

MercadoLibre 2022 Proxy Statement

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Impact Highlights

Reducing Our Environmental Impact

Carbon footprint

Our environmental strategy is based on a continuous improvement process that supports MELI's sustainable growth. A central part of that management is measuring our carbonfootprint, allowing us to identify and implement reduction actions with agility, accompanying business development.

Since 2016, we have been measuring our footprint with increasingly precise indicators. This enables us to monitor our impact in real time, allowing us to anticipate and act to reduce emissions. The exercise covers our operations and value chain (scope 1, 2 and 3).

We follow the measurement guidelines of the Greenhouse Gas Protocol (GHG) standard developed jointly by the World Business Council for Sustainable Development (WBCSD) and the World Resource Institute (WRI).

43.2 tn

of CO₂e per employee

(Scopes 1, 2 and 3)

0.019 tn

of CO₂e per buyer

(Scopes 1, 2 and 3)

Carbon Footprint Management – Our Environmental Impact Strategy

Energy Efficiency and migration of our operations to renewable energies

■ Smart metering strategy that allows us to remotely monitor our consumption through the use of smart sensors and real-time dashboards.

■ Seven buildings with smart metering in Argentina, Brazil and Mexico, where we have implemented sensors with IoT technology with very positive results and reduction opportunities of up to 10%.

■ Began the process of migrating 100% of our operations to renewable energy sources.

■ Since November 2020, Melicidade is powered by 100% renewable energy.

■ Our SP02 distribution center is the first logistics operation in the region to run on 100% renewable energy.

■ 7,061MWh consumption of renewable energy generated off-site.

Sustainable Mobility

Reducing the impact of our shipments, increasing our operation of the electric fleet, and promoting the adoption of innovative solutions throughout the value chain.

Since we began the transition to more sustainable logistics, we have introduced 115 electric vehicles, which has enabled us to deliver 1.85 million packages with electric mobility fleet. We currently operate 59 units in Brazil, 15 in Mexico, 25 in Colombia, 15 in Chile and two in Argentina, with plans to scale this practice in the coming years.

Sustainable Packaging & Materials

Recyclable, reusable, or compostable packaging and optimization of the sustainable management of work materials, waste, and remnants.

We are constantly exploring sustainable solutions that we can scale to incorporate into our operation. As this is an industry-wide challenge, we also coordinate with other stakeholders to optimize processes and reduce our overall footprint.

100%

We began the process of migrating

100% of our operations to renewable

energy sources

100%

Our SP02 distribution center is the first logistics operation in the region to run on

100% renewable energy

1.85M

Packages delivered with

electric mobility solutions/fleet

MercadoLibre 2022 Proxy Statement

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Impact Highlights

Waste recovery program

We have two major waste recovery programs aimed at reintroducing the materials we use back into the production cycle.

Regeneration

Regeneration and conservation of the region’s emblematic natural ecosystems.

In March 2021, we launched “Regenerate America,” a program that seeks to contribute to the regeneration and conservation of the region's emblematic natural ecosystems. We believe that by doing so, we contribute to capturing carbon, essential to mitigating the progression of the climate crisis, and to preserve biodiversity.

To develop the program, we made an initial investment of USD 7.8 million, distributed among the Mantiqueira Conservation Project and the Corridors for Life, both located in the iconic biome of the Atlantic Forest, Brazil.

We focused on Latin America because it is home to around 40% of the planet’s biodiversity. We started with the Atlantic Forest because it is one of the most threatened ecosystems in the region, known for its important watersheds, and because Brazil is home to our largest operation.

$7.8M

Initially invested to develop

“Regenerate America”

MercadoLibre 2022 Proxy Statement

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Impact Highlights

To elect the nominees for Class II and Class III directors recommended by our board of directors, to serve until the 2024 and 2025 Annual Meetings of Stockholders, respectively, or until such time as their respective successors are elected and qualified;

To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2021;

To ratify the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst & Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

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

SEC Form DEF 14A filed by MercadoLibre Inc.