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8-K

Mercadolibre Inc (MELI)

8-K 2020-06-10 For: 2020-06-08
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Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):June 8, 2020

MercadoLibre, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-33647 98-0212790
(State or Other Jurisdiction of<br> Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

Arias3751, 7th Floor, Buenos Aires, Argentina C1430CRG

(Address of Principal Executive Offices) (Zip Code)

(+5411) 4640-8000

(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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share MELI Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1 933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

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 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) of MercadoLibre, Inc. (th e “Company”) was held on June 8, 2020 for the following purposes:

· to elect the three Class I directors nominated and recommended by the Company’s board<br>of directors, each to serve until the 2023 Annual Meeting of Stockholders or until such time as their respective successors are<br>elected and qualified;
· to hold an advisory vote on executive compensation for fiscal year 2019; and
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· to ratify the appointment of Deloitte & Co. S.A. as the Company’s independent registered<br>public accounting firm for the fiscal year ending December 31, 2020.
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The number of outstanding shares of the Company’s common stock entitled to vote (including shares of the Company’s Preferred Series A stock on an as-converted basis) as of April 13, 2020, the record date for the Annual Meeting, was 49,918,414 shares. 42,498,406 shares of common stock were represented in person or by proxy at the Annual Meeting, which were sufficient to constitute a quorum for the purpose of transacting business at the Annual Meeting.

At the Annual Meeting, the stockholders elected all three Class I director nominees, approved (on an advisory basis) the Company’s executive compensation for fiscal year 2019 and ratified the appointment of Deloitte & Co. S.A. as the Company’s independent registered public accounting firm for the fis cal year ending December 31, 2020. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.

Proposal One — Election of three Class I Directors:

Nominee for Director For Withheld
Susan Segal 39,237,607 197,124
Mario Eduardo Vázquez 37,487,933 1,946,798
Alejandro Nicolás Aguzin 38,300,491 1,134,240

In addition, there were 3,063,675 broker non-votes associated with the election of directors.

Proposal Two — Advisory Vote on the Compensation of our Named ExecutiveOfficers:

For Against Abstain Broker Non-Votes
37,863,292 1,459,916 111,523 3,063,675

Proposal Three — Ratification of Appointment of Independent RegisteredPublic Accounting Firm:

For Against Abstain Broker Non-Votes
42,063,973 402,130 32,303 *

* No broker non-votes arose in connection with Proposal Three.

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: June 10, 2020 By: /s/ Pedro Arnt
Name: Pedro Arnt
Title: Chief Financial Officer