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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM
______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 9, 2022, the Board of Directors (the “Board”) of MercadoLibre, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board pursuant to Article VI, Section 1 of the Company’s Certificate of Incorporation and with Sections 2.2 and 2.5 of the Company’s bylaws, approved a resolution increasing the size of the Board from eight to nine directors. Concurrently, the Board unanimously approved the appointment of Mr. Richard Sanders as a Class II director of the Company, to serve from February 9, 2022 until the Company’s 2022 Annual Meeting of Stockholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal.
Richard Sanders, 50, is a partner at Permira, a global private equity firm. Mr. Sanders is a member of Permira’s Executive Committee and Investment Committees for their Flagship and Growth Opportunities funds, the latter as Chairman, and is also the co-head of the technology sector investment team. Mr. Sanders joined Permira in 1999 and has spent most of his career based in London. He relocated to the United States of America between 2007 and 2011 to set up Permira’s office in Menlo Park, California. Mr. Sanders currently serves as a director of Allegro.eu (Poland's largest online marketplace). Prior to joining Permira, Mr. Sanders worked for Morgan Stanley in London in the M&A and High Yield Capital Markets divisions. Mr. Sanders holds an MA in Literae Humaniories (Classics) from Oxford University and an MBA from Stanford University where he was a Fulbright Scholar.
The Board has determined that Mr. Sanders qualifies as independent in accordance with the listing requirements of the Nasdaq Stock Market LLC and the Company’s Corporate Governance Guidelines. There were no arrangements or understandings pursuant to which Mr. Sanders was elected as a director, and there are no related party transactions between the Company and Mr. Sanders reportable under Item 404(a) of Regulation S-K.
For his services as an independent director, Mr. Sanders will receive the same fees and compensation as other independent directors of the Company. A description of the fees and compensation paid to independent directors of the Company (the “Director Compensation Program”) is set forth under the section entitled “Director Compensation” in the Company’s 2021 proxy statement filed on April 29, 2021, which section is incorporated by reference herein. Mr. Sanders’ fees and compensation under the Director Compensation Program will be prorated for the period he serves as a director between February 9, 2022 and our annual shareholders’ meeting in 2022. We also intend to enter into our standard form of indemnification agreement with Mr. Sanders which will obligate us to indemnify him to the fullest extent permitted by Delaware law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MercadoLibre, Inc. | ||
| Dated: February 15, 2022 | By: | /s/ Pedro Arnt |
| Name: | Pedro Arnt | |
| Title: | Chief Financial Officer | |
