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



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



Items of business:



111

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





121

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





131

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





141

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



Record date



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



        By order of the board of directors,

        /s/ Jacobo Cohen Imach

        Jacobo Cohen Imach

        Sr. Vice President, General Counsel and Secretary



MESSAGE FROM OUR CHAIRMAN

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

INTERNET AVAILABILITY OF PROXY MATERIALS

ATTENDING THE 2021 ANNUAL MEETING

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

PROPOSAL ONE: ELECTION OF TWO CLASS II DIRECTORS

INFORMATION ON OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

DIRECTOR COMPENSATION

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

EXECUTIVE OFFICERS

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

EXECUTIVE COMPENSATION

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AUDIT COMMITTEE REPORT

PROPOSAL THREE: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

HEADQUARTERS INFORMATION

OTHER MATTERS

STOCKHOLDER PROPOSALS FOR 2022 ANNUAL MEETING



Live webcast available at

www.virtualshareholdermeeting.com/MELI2021

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

Eastern Time

Replay available

until June 8, 2022





For questions

regarding:

You may

contact:



2021 Annual Meeting

MercadoLibre Investor Relations, by going to

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



Voting Stock Ownership

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)



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Why am I receiving these materials?

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



What information is contained in these materials?

The information included in this proxy statement relates to the proposals to be voted on at the 2021 Annual Meeting, the voting process, the compensation of our directors and our named executive officers and certain other required information.



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

In accordance with SEC rules, we may furnish proxy materials, including this proxy statement and our 2020 Annual Report, which includes our audited consolidated financial statements for the year ended December 31, 2020, to our stockholders by providing access to these documents on the Internet instead of mailing printed copies. On or about April 29, 2021, we first mailed to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our 2020 Annual Report. The Notice of Internet Availability also instructs you on how to access your proxy card to vote through the Internet, by telephone or by mail. You will not receive printed copies of the proxy materials unless you request them. Instead, the Notice of Internet Availability will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a paper or electronic copy of our proxy materials, including a copy of our 2020 Annual Report, you should follow the instructions in the Notice of Internet Availability for requesting these materials.



How do I get electronic access to the proxy materials?

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

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

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

Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.



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

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

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

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

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

What are our board’s voting recommendations?

Our board recommends that you vote your shares:

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

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

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



How many shares are entitled to vote?

Each share of our common stock outstanding as of the close of business on April 12, 2021, the record date, is entitled to one vote at the 2021 Annual Meeting. At the close of business on April 12, 2021, 49,852,319 shares of our common stock were outstanding and entitled to vote. You may vote all of the shares owned by you as of the close of business on the record date and each share of common stock held by you on the record date represents one vote. These shares include shares that are (1) held of record directly in your name and (2) held for you as the beneficial owner through a stockbroker, bank or other nominee.



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

Most stockholders of MercadoLibre hold their shares beneficially through a stockbroker, bank or other nominee rather than directly in their own name. There are some distinctions between shares held of record and shares owned beneficially, specifically:

Shares held of record

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us. If you requested to receive printed proxy materials, we have enclosed or sent a proxy card for you to use. Each stockholder of record is entitled to vote by proxy as described in the Notice of Internet Availability and below.

Shares held in brokerage account or by a bank

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice of Internet Availability was forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote the shares in your account.



Can I attend the 2021 Annual Meeting?

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



How can I vote my shares?

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

    If you are a stockholder of record, you may vote by proxy over the Internet or by telephone by following the instructions provided in the Notice of Internet Availability, or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card. You may also attend the Annual Meeting at 12:00 p.m., Eastern Time, on June 8, 2021 via the Internet at www.virtualshareholdermeeting.com/MELI2021 and vote during the Annual Meeting using the control number we have provided to you

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

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

Can I change my vote or revoke my proxy?

If you are the stockholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the 2021 Annual Meeting. Proxies may be revoked by any of the following actions:

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

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

    attending the 2021 Annual Meeting online and voting via the Internet using the control number we have provided to you (attendance at the meeting will not, by itself, revoke a proxy).

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

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

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



How are votes counted?

Election of two Class II Directors. In the election of two Class II directors, you may vote “for” any or all of the nominees for Class II directors or you may “withhold” your vote with respect to any or all of the nominees for Class II director. Only votes “for” will be counted in determining whether a plurality has been cast in favor of a nominee for Class II director.

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

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



No cumulative voting rights are authorized, and dissenter’s rights are not applicable to these matters.

If you sign and return your proxy card or broker voting instruction card without giving specific voting instructions, your shares will be voted “FOR” the election of the two Class II directors nominated and recommended by our board and named in this proxy statement, “FOR” approval of the compensation of our named executive officers, “FOR” the ratification of the approval of our independent auditors, and at the discretion of the proxies in any other matters properly brought before the 2021 Annual Meeting.

If you are a beneficial holder and do not return a voting instruction card, your broker is only authorized to vote on the ratification of the approval of our independent auditors. See “What are broker non-votes and what effect do they have on the proposals?”



Who will count the votes?

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



What is the quorum requirement for the 2021 Annual Meeting?

The quorum requirement for holding the 2021 Annual Meeting and transacting business is a majority of the outstanding shares entitled to vote. The shares may be present in person or represented by proxy at the 2021 Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.



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

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

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

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

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

Generally, broker non-votes occur when shares held by a broker, bank or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because (1) the broker, bank or other nominee has not received voting instructions from the beneficial owner and (2) the broker, bank or other nominee lacks discretionary voting power to vote those shares. A broker, bank or other nominee is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, but is not entitled to vote shares held for a beneficial owner on any non-routine matter without instruction from the beneficial owner. The ratification of the appointment of our independent registered public accounting firm is considered to be a routine matter for which brokers, banks or other nominees holding shares in street name may exercise discretionary voting power in the absence of voting instructions from the beneficial owner. As a result, broker non-votes will not arise in connection with, and thus will have no effect on, this proposal.

Unlike the proposal to ratify the appointment of our independent auditors, the election of directors and the advisory vote on our named executive officers’ compensation for fiscal year 2020 are each considered a “non-routine” matter. As a result, brokers, banks or other nominees holding shares in street name that have not received voting instructions from their clients cannot vote on their clients’ behalf on these proposals. Therefore, it is very important that you provide your broker, bank or other nominee who is holding your shares in street name with voting instructions with respect to these proposals in one of the manners set forth in this proxy statement. Under Delaware law, broker non-votes that arise in connection with the election of directors or the advisory vote on our named executive officers’ compensation for fiscal year 2020 will have no effect on these proposals.



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

We will announce final voting results in a current report on Form 8-K that will be filed with the SEC within four business days after the 2021 Annual Meeting and that will also be available on our investor relations website at http://investor.mercadolibre.com.



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

We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.



Class

Directors Comprising Class

Current Term Expiration Date

Class I

Susan Segal

2023 Annual Meeting



Mario Eduardo Vázquez



Alejandro Nicolás Aguzin



Class II

Nicolás Galperin

2021 Annual Meeting



Meyer Malka



Class III

Emiliano Calemzuk

2022 Annual Meeting



Marcos Galperin



Roberto Balls Sallouti



Experience:

Mr. Galperin worked at Morgan Stanley & Co. Incorporated, an investment bank, from 1994 to 2006, and his last position was managing director and head of trading and risk management for the London emerging markets trading desk, as well as a trader of high-yield bonds, emerging markets bonds and derivatives in New York and London. In 2006, Mr. Galperin founded Onslow Capital Management Limited, an investment management company that was based in London, and worked at the company until its closure in 2018. Mr. Galperin is now an investor based in London. He graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Marcos Galperin, our chairman, president and chief executive officer.

Key Attributes and Skills:

Mr. Galperin’s career in investment banking and investment management, including serving in various leadership roles at Morgan Stanley and Onslow Capital Management, provides valuable business experience and critical insights on the roles of finance and strategic transactions in our business. His particular focus on emerging capital markets and his leadership in risk management contribute key skills to our board. Based in London, Mr. Galperin brings experience with both Latin American and European businesses. In addition to this global business perspective, Mr. Galperin’s extensive experience in banking and investments includes an understanding of financial statements, corporate finance, accounting and capital markets and fixed income products and derivatives.

Nicolás Galperin, 52

Director since: 1999

MercadoLibre, Inc.’s

Board Committees:

None



Experience:

Mr. Dubugras is the co-founder & co-CEO of Brex Inc. Brex Inc. is a company reimagining financial systems so every growing company can realize their full potential and take control of their spend and business as they scale. Prior to that position, Mr. Dubugras co-founded Pagre.me, an online payments company, EduqueMe, an educational crowdfunding company aimed at sponsoring Latin American students in United States colleges and Estudar nos EUA, a company aimed at disseminating information and opportunities related to studying abroad for both undergraduate and graduate level students. From September 2016 to March 2017 he studied computer science at Stanford University.

Key Attributes and Skills:

Mr. Dubugras brings a deep understanding of financial tools and services that provide critical insights to our business. Mr. Dubugras’ experience with innovation in the start-up space promises to introduce new and creative ideas for our growth and place in an evolving world. Mr. Dubugras has a wealth of technical and non-technical expertise in the financial services business along with knowledge of various financial services ecosystems. Our board believes that his experience with online payment systems, coupled with his transnational professional network, make him an asset to our Company.

Henrique Dubugras, 25

MercadoLibre, Inc.’s

Board Committees:

None





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



Experience:

Ms. Segal has been president and chief executive officer of the Americas Society and Council of the Americas since August 2003, after having worked in the private sector for more than 30 years. Prior to her current position, Ms. Segal was a founding partner of her own investment advisory firm focused primarily on Latin America and the U.S. Hispanic market. Previously, she was a partner and Latin American Group Head at JPMorgan Partners/Chase Capital Partners, where she pioneered early stage venture capital investing in Latin America. Prior to joining Chase Capital Partners, Ms. Segal was a senior managing director focused on Emerging Markets Investment Banking and Capital Markets at Chase Bank and its predecessor banks. She was actively involved in developing investment banking, building an emerging-market bond-trading unit for Latin America and was also involved in the Latin American debt crisis of the 1980s and early 1990s both chairing and sitting on various advisory committees. Ms. Segal is on the Board of Directors of Scotiabank, where she serves on the Audit and Risk Committees. Additionally, she is a director and chairperson of Scotiabank USA, a non-public subsidiary of Scotiabank. She also serves as a director of the Tinker Foundation, the Bretton Woods Committee and is a member of the Council of Foreign Relations. She is also a Board member of Vista Oil and Gas, S.A.B. de C.V. and Ribbit Leap, Ltd. In 1999, she was awarded the Order of Bernardo O’Higgins Grado de Gran Oficial in Chile and in 2009 President Uribe of Colombia honored her with the Cruz de San Carlos. In 2012, she was awarded the Order of the Mexican Aztec Eagle in Mexico and in 2019 she was awarded Peru’s Order of “Merit for Distinguished Services” in the rank of Grand Official. Ms. Segal received a master’s in business administration from Columbia University and a bachelor’s degree from Sarah Lawrence College. Ms. Segal previously served as a director of our Company from 1999 to 2002.

Key Attributes and Skills:

Ms. Segal’s impressive experience includes her background studying the economies of Latin American countries. She is also well-versed in Latin America’s prospects for growth, integration, and economic and social development, and she is knowledgeable about economic inclusion, social empowerment, markets, overall business environment, diversity issues and risk assessment. Her background includes experience in trade, finance, private equity, venture capital, social media, and infrastructure. Ms. Segal’s decades of experience in Latin America have enabled her to create an extensive network among Latin America’s political and business leaders. Given the increasing political and other challenges involved with doing business across national borders in Latin America, the board believes that Ms. Segal’s prior experience and extensive knowledge of these affairs qualify her to serve as a director of our Company.

Susan Segal, 68

Director since: 2012

MercadoLibre, Inc.’s

Board Committees:

   Audit Committee

   Compensation

    Committee

    (effective as of the

    Annual Meeting)



Experience:

Mr. Vázquez serves as a member of the board of directors and as the president of the audit committee of Globant S.A. (NYSE: GLOB) and Despegar.com, Corp, and as President of the compensation committee and corporate governance and nominating committee of Globant S.A. Mr. Vázquez served as the chief executive officer of Grupo Telefónica in Argentina from June 2003 to November 2006, and served as a member of the board of directors of Telefónica S.A. Spain from November 2000 to November 2006. He has also served as a regular member of the board of directors of Telefónica Argentina S.A. and Telefónica Holding Argentina S.A., and as alternate member of the board of directors of Telefónica de Chile S.A until 2012. Mr. Vázquez served as a member of the board of directors of YPF S.A. and as the president of the Audit Committee of YPF S.A until 2012. Since November 2006, Mr. Vázquez has pursued personal interests in addition to his service as a director. Mr. Vázquez spent 23 years as a partner and general director of Arthur Andersen for Argentina, Chile, Uruguay and Paraguay (Pistrelli, Diaz y Asociados and Andersen Consulting—Accenture), where he served for a total of 33 years until his retirement in 1993. Mr. Vázquez previously taught as a professor of Auditing at the Economics School of the University of Buenos Aires. Mr. Vázquez received a degree in accounting from the University of Buenos Aires.

Key Attributes and Skills:

Mr. Vázquez was chosen to join our board specifically to serve our audit committee as its audit committee financial expert. We targeted a director with financial and auditing experience specific to Latin American businesses. Mr. Vázquez worked in auditing for Arthur Andersen for 33 years total, including 23 years as a partner and general director, in many of our markets, including Argentina, Chile, Uruguay and Paraguay. He also brings an academic perspective to the position from his time as a professor of Auditing at the Economics School of the University of Buenos Aires. Finally, Mr. Vázquez has employed these skills as a board member of several other technology and other companies, thus has important experience serving as a director and audit committee member.

Mario Eduardo

Vásquez, 85

Director since: 2008

MercadoLibre, Inc.’s

Board Committees:

  Audit Committee

   (Chairman,

   Financial Expert)

  Nominating and

   Corporate

   Governance

   Committee

  Compensation

   Committee





Experience:

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

Key Attributes and Skills:

Mr. Aguzin brings a deep understanding of financial markets and investment banking activities which provide valuable business experience and critical insights on the roles of finance and strategic transactions in our business. Our board believes that his knowledge of the Latin American and Asian economies and markets, coupled with the professional network that he has developed in those regions throughout his career in investment banking, makes him an asset to our Company.

Alejandro Nicolás

Aguzin, 52

Director since: 2017

MercadoLibre, Inc.’s

Board Committees:

  Audit Committee

   (effective as of the

   Annual Meeting)

  Nominating and

   Corporate

   Governance

   Committee



Experience:

Mr. Calemzuk is the CEO of 890 Fifth Avenue Partners, a Special Purpose Acquisition Company focused on the Media and Entertainment space. Prior to that position, from 2017 to 2020, Mr. Calemzuk was CEO and co-founder of RAZE, a media venture focused on the Hispanic space. In 2015 and 2016 Mr. Calemzuk partnered with Time Inc., publisher of Time, Sports Illustrated, People and other major magazine titles to assist with Time Inc.’s entry into digital video. In 2013 and 2014, Mr. Calemzuk joined Jeff Sagansky’s and Harry Sloan’s special purpose acquisition company, Silver Eagle Acquisition Company, as the target company’s Chief Executive Officer. Between 1998 and 2012 Mr Calemzuk had a successful career at News Corporation/Fox. He last served as CEO of Shine Group Americas (Unit of 21st Century Fox) from September 2010 to January 2012. From 2007 to 2010, Calemzuk served as President of Fox Television Studios. Prior to joining Fox Television Studios, Calemzuk was President of Fox International Channels Europe, based in Rome from 2002 to 2007. Before working in Italy, Calemzuk was based in Los Angeles where he served as Vice President and Deputy Managing Director of Fox Latin American Channels overseeing all operating divisions of Fox across 19 countries. Born in 1973 in Mar del Plata, Argentina, Calemzuk is a Cum Laude graduate of the University of Pennsylvania.

Key Attributes and Skills:

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

Emiliano Calemzuk, 47

Director since: 2007

Lead independent

director since 2016

MercadoLibre, Inc.’s

Board Committees:

  Nominating and

   Corporate Governance

   Committee

   (Chairman)

  Compensation

   Committee

   (Chairman effective

   as of the Annual

   Meeting)



Experience:

Mr. Galperin serves on the boards of Televisa, a media company in Mexico and Onapsis, a cyber-security company. He also served as a director of Globant S.A. (NYSE: GLOB) until his resignation in April 2020. Prior to working with us, Mr. Galperin worked in the fixed income department of J.P. Morgan Securities Inc. in New York from June to August 1998 and at YPF S.A., an integrated oil company, in Buenos Aires, Argentina, where he was a Futures and Options Associate and managed YPF’s currency and oil derivatives program from 1994 to 1997. Mr. Galperin received an MBA from Stanford University and graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Nicolás Galperin, a Class II Director.

Key Attributes and Skills: 

Mr. Galperin brings leadership and extensive experience and knowledge of our Company and industry to the board. As the founder, chief executive officer and president of our Company, Mr. Galperin has the most long-term and valuable hands-on knowledge of the issues, opportunities and challenges facing us and our business. In addition, Mr. Galperin brings his broad strategic vision for our Company to the board. Mr. Galperin’s service as our chairman, president and chief executive officer provides a critical link between management and the board, enabling the board to perform its oversight function with the benefits of management’s perspectives on the business.

Marcos Galperin, 49

Director since: 1999

Chairman of the Board,

President, co-founder

and CEO

MercadoLibre, Inc.’s

Board Committees:

None



Experience: 

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

Key Attributes and Skills:  

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

Roberto Balls

Sallouti, 49

Director since: 2014

MercadoLibre Inc.’s

Board Committees:

None



Audit

Compensation

Nominating &
Corporate
Governance

Emiliano Calemzuk*

●

Chair

Meyer Malka*

●

Chair

Susan Segal*

●

Mario Vázquez*

Chair

●

●

Nicolás Aguzin*

●





Audit

Compensation

Nominating &
Corporate
Governance

Emiliano Calemzuk*

Chair

Chair

Susan Segal*

●

●

Mario Vázquez*

Chair

●

●

Nicolás Aguzin*

●

●

·

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

·

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

·

overseeing management’s establishment and maintenance of our accounting and financial reporting processes, including our internal controls and disclosure controls and procedures, and the audits of our financial statements;

·

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal control or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

·

investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisers as the audit committee deems necessary;

·

determining compensation of the independent registered public accounting firm, compensation of advisors hired by the audit committee and ordinary administrative expenses;

·

reviewing annual and quarterly financial statements prior to their release;

·

preparing the report required by the rules and regulations of the SEC to be included in our annual proxy statement;

·

reviewing and assessing the adequacy of the committee’s formal written charter on an annual basis;

·

reviewing and discussing with management our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal and regulatory risks, and the steps we have taken to detect, monitor and actively manage such exposures;

·

reviewing significant legal, compliance and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies;

·

receiving and considering the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls;

·

reviewing the experience and qualifications of senior members of the internal audit function on an annual basis, including the responsibilities, staffing, budget and quality control procedures of the internal audit function; and

·

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

·

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.

·

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.

·

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.

Name

Fees Earned or Paid in Cash (1)

Stock Awards (2)

Total

Emiliano Calemzuk

$

$

$

Meyer Malka

Susan Segal

Mario Eduardo Vázquez

Roberto Balls Sallouti

Alejandro Nicolás Aguzin

Total

$

$

$





(1)

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

(2)

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



Name

Age

Position

Marcos Galperin

49

Chairman of the Board, President and Chief Executive Officer

Pedro Arnt

47

Executive Vice President and Chief Financial Officer

Stelleo Tolda

53

Commerce President

Osvaldo Giménez

51

Fintech President

Daniel Rabinovich

43

Executive Vice President and Chief Operating Officer

Marcelo Melamud

50

Senior Vice President and Chief Accounting Officer



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





Osvaldo Giménez has been our Fintech President since August 2020.  Prior to this appointment, he was responsible for MercadoPago operations, a position to which he was appointed in February 2004. Mr. Giménez joined MercadoLibre in January 2000 as country manager of Argentina and Chile. Before joining us, Mr. Giménez was an associate in Booz Allen and Hamilton and worked for Santander Investments in New York. Mr. Giménez received a master’s in business administration from Stanford University and graduated from Buenos Aires Technological Institute with a bachelor’s degree in industrial engineering.



Daniel Rabinovich has been our Chief Operating Officer since August 2020. Prior to this appointment, from 2019 until August 2020, Mr. Rabinovich was our Chief Operating Officer (Product & Technology), and prior to that he served as our Chief Technology Officer, a position to which he was appointed in January 2011. Before his appointment as Chief Technology Officer, Mr. Rabinovich served as our vice president of product development since January 2009, having joined MercadoLibre in March 2000 as an application architect. Before joining us, he worked in the application architecture team at PeopleSoft. Mr. Rabinovich holds a master’s degree in Technological Services Management from the Universidad de San Andres and graduated with honors from Buenos Aires University with a degree in information systems.



Marcelo Melamud is a senior vice president and has served as our chief accounting officer since August 2008. Prior to this appointment, Mr. Melamud served as our vice president—administration and control, a position to which was appointed in April 2008. From July 2004 through March 2008, he served as the director of finance of MDM Hotel Group, a developer, owner and operator of Marriott branded hotels in Miami, Florida. From July 1998 through July 2004, Mr. Melamud worked in various finance roles for Fidelity Investments, a provider of investment products and services. During his work at Fidelity Investments, Mr. Melamud served as the director of finance of the World Trade Center Boston/Seaport Hotel and he also served as the director of finance of MetroRed Telecom Group Ltd., a fiber-optic telecommunication provider of data, value added and hosting services within Latin America. Mr. Melamud received his master’s in business administration from the Olin Graduate School of Business at Babson College and is a certified public accountant in Argentina.

· each person that is known by us to be a beneficial owner of more than 5% of our outstanding equity securities;

· each of our named executive officers;

· each of our directors and our director nominee; and

· all directors and executive officers as a group.



Total Common Stock (1)

Name and Address of Beneficial Owner

Number

Percentage



Five percent stockholders (1):



Baillie Gifford & Co. (2)

4,751,724 

       9.53  % 

Galperin Trust (3)

3,900,000 

       7.82  % 

Capital Research Global Investors (4)

2,885,754 

       5.79 %

EuroPacific Growth Fund (5)

2,637,766 

       5.29 %



Directors and executive officers:



Marcos Galperin

—

  —

Pedro Arnt

19,129 

  * 

Osvaldo Giménez

18,385 

               *

Daniel Rabinovich

—

  —

Stelleo Tolda (6)

91,003 

  *

Marcelo Melamud

—

  — 

Emiliano Calemzuk (8)

315 

  *

Nicolás Galperin

—

  —

Meyer Malka (7) (8)

57,071 

  *

Susan Segal (8)

315 

  *

Mario Vázquez (8)

2,669 

  *

Roberto Balls Sallouti (8)

315 

  *

Alejandro Nicolás Aguzin (8)

4,315 

  *

Henrique Dubugras

—

  —

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

 193,517 

   *



*

Indicates less than 1% ownership

(1)

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

(2)

According to a Schedule 13G/A filed on January 12, 2021 by Baillie Gifford & Co., Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland, UK (“Baillie Gifford”), a non-U.S. institution, Baillie Gifford is the beneficial owner of 4,751,724 shares of our common stock. Baillie Gifford has sole voting power over 4,032,297 shares of our common stock and sole dispositive power over 4,751,724 shares of our common stock. Securities reported on the Schedule 13G/A as being beneficially owned by Baillie Gifford are held by Baillie Gifford and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients.

(3)

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

(4)

According to a Schedule 13G/A filed on February 16, 2021 by Capital Research Global Investors, 333 South Hope Street, 55th Fl, Los Angeles, California 90071 (“Capital Research”), an investment adviser registered under Section 240.13d-1(b)(1)(ii)(E)of the Investment Advisers Act of 1940, Capital Research is the beneficial owner of 2,885,754 shares of our common stock. Capital Research has sole voting power over 2,883,551 shares of our common stock and sole dispositive power over 2,885,754 shares of our common stock. Capital Research Global Investors is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the "investment management entities"). Capital Research divisions of each of the investment management entities collectively provide investment management services under the name "Capital Research Global Investors."

(5)

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

(6)

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

(7)

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

(8)

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



·

Marcos Galperin, President and Chief Executive Officer

·

Pedro Arnt, Executive Vice President and Chief Financial Officer

·

Stelleo Tolda, Commerce President

·

Osvaldo Giménez, Fintech President

·

Daniel Rabinovich, Executive Vice President and Chief Operating Officer

·

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.

Element of Pay

Description of Element

Base Salary

Annual fixed cash compensation established based on the scope of the responsibilities and individual experience of our named executive officers, taking into account competitive market compensation.

Annual Bonus

Annual cash bonuses to compensate named executive officers for achieving short-term financial and operational goals during the preceding fiscal year.

Long-Term Retention Plan Bonus (“LTRP”)

Long-term cash incentive paid over a six-year period through annual fixed payments as well as annual variable payments that depend on the value of our stock over the six-year period over which the bonus is paid.

·

Base salary represents a relatively small percentage of total direct compensation for our named executive officers, with a significant portion of our named executive officers’ compensation based on the Company’s demonstrated performance. As illustrated below, 98.5% of our chief executive officer’s total target direct compensation for our 2020 fiscal year was performance based and 93.8% of our other named executive officers’ average total target direct compensation was performance based.

·

A portion of the compensation awarded under our 2020 executive compensation program is contingent upon both individual and Company performance, in the case of our named executive officers. In 2020, subject to satisfaction of Minimum Eligibility Conditions (described under “2020 Annual Bonus Performance Elements” below), the total amount of our chief executive officer’s annual bonus was based on pre-determined Company performance criteria. For each of our other named executive officers, subject to satisfaction of the Minimum Eligibility Conditions, the cash award was partially based on pre-determined Company performance criteria and partially based on qualitative assessment of individual performance.

·

The bonuses granted to our named executive officers under our 2020 LTRP are paid out over a period of six years and subject to forfeiture if a named executive officer retires, resigns or terminates his employment for any reason, or if a named executive officer takes certain specified actions that could adversely affect our business. In addition, 50% of the cash payable under the 2020 LTRP will move in tandem with increases or decreases in our stock price during the six year period over which the bonus is paid.

·

We continue to provide no executive perquisites.





in U.S.

Year

Base

Annual

Long Term Retention Plans (Cash)(4)

Total

dollars

Salary ($)(1)

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

2011 ($)

2012 ($)

2013 ($)

2014 ($)

2015 ($)

2016 ($)

2017 ($)

2019 ($)

2020 ($) (2)

($)(*)



Marcos Galperin

2020

350,973

264,355

-

-

-

-

6,067,354

6,883,905

4,815,408

2,779,380

1,834,748

22,996,123

President and

2019

507,186

103,886

-

989,436

-

2,810,295

2,650,085

2,965,835

2,165,974

1,388,541

-

13,581,238

CEO

2018

552,767

-

723,710

628,065

2,506,501

1,846,079

1,752,605

1,936,829

1,470,151

-

-

11,416,707



Pedro Arnt

2020

324,904

78,335

-

-

-

-

1,142,782

1,296,578

906,979

721,602

-

4,471,180

Executive VP

2019

263,251

61,165

-

478,759

-

529,317

499,142

558,613

407,960

360,503

-

3,158,710

and CFO

2018

216,709

-

350,182

303,902

472,098

347,708

330,102

364,800

276,902

-

-

2,662,403



Stelleo Tolda

2020

249,835

183,757

-

-

-

-

1,142,782

1,296,578

1,012,253

737,373

486,761

5,109,339

Commerce

2019

302,831

50,365

-

478,759

-

529,317

499,142

558,613

455,312

368,382

-

3,242,721

President

2018

243,915

-

350,182

303,902

472,098

347,708

330,102

364,800

309,042

-

-

2,721,749



Osvaldo Giménez

2020

337,485

82,115