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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/08/23 MercadoLibre, Inc. 8-K:5,9 5/03/23 12:351K Globenewswire Inc./FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 38K 2: EX-10.1 Material Contract HTML 82K 7: R1 Cover HTML 53K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- f8k_050823_htm XML 22K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.DEF XBRL Definitions -- meli-20230503_def XML 74K 5: EX-101.LAB XBRL Labels -- meli-20230503_lab XML 104K 6: EX-101.PRE XBRL Presentations -- meli-20230503_pre XML 71K 3: EX-101.SCH XBRL Schema -- meli-20230503 XSD 15K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 12: ZIP XBRL Zipped Folder -- 0001171843-23-003053-xbrl Zip 42K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2023 ( i May 3, 2023)
i MercadoLibre,
Inc.
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 001-33647 | i 98-0212790 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
|
WTC Free Zone |
| (Address of Principal Executive Offices) (Zip Code) |
+ i 598- i 2-927-2770
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Establishment of Performance Goals under the 2023 Bonus Program
On May 3, 2023, the Board of Directors (the “Board”) of MercadoLibre, Inc. (the “Company”) established the performance goals for the Company’s bonus program for the 2023 fiscal year (the “2023 Bonus Program”). Under the 2023 Bonus Program, the bonus payout for each person who was a “named executive officer” in the Company’s proxy statement for its most recent Annual Meeting (referred to below as “NEOs”) is based on achievement of Net Revenue (in constant dollars), Income from operations (in constant dollars), Total payment volume - adjusted (the total sum of all transactions paid for using Mercado Pago, including only On Platform, Online Payments Aggregator, Wallet, Point, Credit Card and Prepaid transactions) (in constant dollars) and the Company’s Competitive Net Promoter Score. The Board has determined a target bonus for each NEO and applies an adjustment of up to + 50% or -50% to each bonus based upon the individual performance of each NEO.
The Board set each NEO’s target bonus under the 2023 Bonus Program as four months of base salary (33.33% of each NEO’s annual base salary).
Adoption of the 2023 Long Term Retention Program
On May 3, 2023, the Board approved the adoption of the 2023 Long Term Retention Program (the “2023 LTRP”) and, after taking into account a compensation competitiveness analysis carried out by the Company’s independent third-party compensation consultant, established the target award for each NEO under the 2023 LTRP. The 2023 LTRP provides the NEOs, along with other members of senior management, with the opportunity to receive cash payments annually for a period of six years (with the first payment occurring between January 1, 2024 and April 30, 2024, as determined by the Company), subject to continued employment on each payment date (other than in specified circumstances). Under the 2023 LTRP, each NEO shall receive:
| • | 16.66% of half of his or her target 2023 LTRP award annually for a period of six years (with the first payment occurring between January 1, 2024 and April 30, 2024) (the “Annual Fixed Payment”); and |
| • | on each date the Company pays the Annual Fixed Payment, each NEO will also receive a payment equal to the product of (i) 16.66% of half of the NEO’s target 2023 LTRP award and (ii) the quotient of (a) the Applicable Year Stock Price (as defined below) over (b) the average closing price of the Company’s common stock on NASDAQ during the final 60 trading days of 2022. For purposes of the 2023 LTRP, the “Applicable Year Stock Price” is the average closing price of the Company’s common stock on NASDAQ during the final 60 trading days of the fiscal year preceding the fiscal year in which the applicable payment date occurs, for so long as our common stock is listed on NASDAQ. |
The target 2023 LTRP awards for our NEOs are set forth below.
| Name | Title | Target 2023 LTRP Award (nominal) | ||
| Marcos Galperin | President & Chief Executive Officer | $10,000,000 | ||
| Osvaldo Giménez | Fintech President | $3,500,000 | ||
| Daniel Rabinovich | Executive Vice President & Chief Operating Officer | $3,500,000 | ||
| Pedro Arnt | Executive Vice President & Chief Financial Officer | $2,200,000 | ||
| Juan Martín de la Serna | Executive Vice President – Corporate Affairs | $2,700,000 |
The foregoing description of the 2023 LTRP does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 LTRP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are filed herewith.
|
Exhibit Number |
Description | |
| 10.1 | MercadoLibre, Inc. 2023 Long Term Retention Program | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
|
Exhibit Number |
Description | |
| 10.1 | MercadoLibre, Inc. 2023 Long Term Retention Program | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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: May 8, 2023 |
By: | /s/ Pedro Arnt |
| Name: | Pedro Arnt | |
| Title: | Chief Financial Officer | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/30/24 | ||||
| 1/1/24 | ||||
| Filed on: | 5/8/23 | |||
| For Period end: | 5/3/23 | 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 MercadoLibre, Inc. 10-K 12/31/23 149:21M 8/03/23 MercadoLibre, Inc. 10-Q 6/30/23 100:14M |