MercadoLibre, Inc. (MELI)
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AGM 2024

Jun 5, 2024

Operator

Good day, and welcome to the MercadoLibre Incorporated Annual Meeting of Stockholders. I would now like to turn the conference over to Jacobo Cohen Imach. Please go ahead.

Jacobo Cohen Imach
SVP of General Counsel, MercadoLibre

Hello, everyone. I am Jacobo Cohen Imach, General Counsel of MercadoLibre, Inc, and I will act as chairman and secretary of this meeting. During the course of the meeting today, including during the question and answer sessions, representatives of the company may make statements that constitute forward-looking statements. These matters are subject to a number of factors that could cause actual results to differ materially from our expectations. Those factors are described in the Risk Factors section of the company's annual report on Form 10-K, filed with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statement. The reconciliation of any non-GAAP measures are available on the investors' portion of our website.

Marcos Galperin
CEO and Chairman of the Board, MercadoLibre

Hello, everyone, and welcome to our annual shareholders' meeting. I am Marcos Galperin, CEO and Chairman of the Board. We appreciate your participation today. First, we would like to begin by thanking our shareholders for the continued commitment and trust deposited in Mercado Libre. As we kick off our 25th anniversary, we believe Mercado Libre is in great shape. We believe that our position as the region's leading e-commerce and fintech platform is strengthening, and that we are uniquely positioned to take advantage of structural changes that are transforming the way consumers buy goods and manage their finances. We remain focused on long-term, sustainable growth driven by technology and innovation, and I am as optimistic as ever about our ability to achieve that. In commerce, our value proposition is stronger than ever.

This is demonstrated by conversion rates, net promoter scores, and new buyer retention rates, all reaching record highs. We believe this is a result of many years of consistent investments in technology, which compound over time to create an ever-improving offer for our buyers and sellers. We will continue to invest in the coming years to build on this strong foundation and to capture the many growth opportunities that we see, having positioned Mercado Libre as the leader in driving offline purchasing online. Momentum in our fintech business is accelerating, and the growth of monthly active users, which reached 49 million in Q1 2024, is a sign of that. Over the last few years, we have built a full fintech services platform, and this is leading to higher and higher levels of engagement.

We see this in the growth rates of our assets under management, credit cards, and insurance policies, and this puts us in a stronger position as we seek to become the principal financial services partner of a larger portion of our user base. Core to achieving this is leveraging the data and relationships of our ecosystem, which gives us unique competitive advantages. We are as optimistic as ever about the opportunities that the region offers in commerce and financial services, and we remain confident that the best is yet to come. I'll now turn the call to our Chief Financial Officer, Martín de los Santos.

Martín de los Santos
EVP and CFO, MercadoLibre

Thank you, Marcos. I would like to give a warm welcome to our trusted shareholders and to thank you all for joining us today. We had a fantastic year in 2023, with strong revenue growth, margin expansion, and cash generation. It was another year that demonstrated how a combination of growth, scale, and operational efficiency drives cost dilution and margin expansion. We achieved this even as we continue to invest in technology and in our logistics network to extend our competitive advantage. This highlights the growth fit mentality, that is growth and profit, that we have had for several years within our company. In 2023, we achieved record results on both sides of our ecosystem. On commerce, our GMV surpassed the $44.7 billion mark, growing 29% year-on-year, and we delivered over 1.4 billion products in the region.

We were able to achieve this with a fulfillment penetration that was above 50% for the first time in our history. On fintech, during 2023, we processed more than $180 billion of TPV, with growth of 48% year-on-year. This makes Mercado Pago the largest independent fintech acquirer in the region. We now have more than 20 million users of our credit products, up 30% year-on-year, and more than 10 million active insurance policies. These strong operational KPIs led to solid financial results for the year, with revenues of $14.5 billion, growing 38% year-on-year, and income from operations of $1.8 billion, growing 80% year-on-year. Our income of $1 billion in 2023 doubled from the previous year.

Our balance sheet is strong, with a ratio of net debt to adjusted EBITDA falling from 1.25x a year ago to 0.5 today. Our business is generating cash, and that puts us in a privileged position of being able to accelerate our investments across the region to capture the many growth opportunities that we have in front of us. In conclusion, we are optimistic and excited when we envision Mercado Libre's future. Our ecosystem is achieving record customer satisfaction and reputational metrics, and we are confident that those will continue to trend positively into the future. This is fundamental to our ability to continue to deliver strong financial results as Mercado Libre capitalizes on the structural growth opportunities offered by the region.

In Latin America's complex environment, having clear priorities and agility, as we believe we do, will be essential to perform with excellence and to continue to innovate. We have set a clear path for our company over the coming years and are executing ahead of that plan across all of our businesses. We believe the future is bright for Mercado Libre, and as we frequently say, the best is yet to come. We thank you again for your support and interest in Mercado Libre. I will now turn the call back to our General Counsel, Jacobo Cohen Imach.

Jacobo Cohen Imach
SVP of General Counsel, MercadoLibre

Stockholders have been presented with an agenda and the rules of conduct for the annual meeting. To conduct an orderly meeting, we ask that participants abide by these rules. Mr. Anthony Carideo, a representative of Broadridge Financial Solutions, Inc, will act as the Inspector of Elections for this meeting. Mr. Carideo has subscribed and filed an oath of office for purposes of this meeting. As Secretary of the meeting, I have been presenting the following documents. First, the preliminary tabulation from Broadridge, and based on that preliminary report, as of June 4, 2024, of the 50,697,442 shares issued and outstanding and entitled to vote, approximately 85.97% or 43,589,008 shares of common stock are represented today, either in person, by means of remote communication, or represented by proxy.

Second, an affidavit of Broadridge Financial Solutions, Inc, as to the distribution on or about April 25, 2024, of notice to the meeting and notice of Internet availability of proxy materials to the company's stockholders of record as of the close of business on April 9, 2024, the record date for the meeting. Third, a certified list of the holders of common stock of the company as of the close of business on April 9, 2024, the record date for determining stockholders entitled to notice of and to vote at this meeting. This list has been prepared by Computershare, Inc, the company's transfer agent, and can also be accessed during the meeting by clicking on the Registered Shareholder List under the Materials link.

In consultation with the Inspector of Elections, I can confirm that this constitutes a quorum for purposes of the meeting today and declare that the quorum is present. This meeting is now duly convened for the purposes of transacting business properly brought before it. We will now proceed with the formal business of this meeting. In addition to members of our executive team who are in attendance today, we have also in attendance members of our board of directors, representatives from our outside counsel, Cleary Gottlieb Steen & Hamilton LLP, and representatives from Ernst & Young, our independent auditing firm. In order to ensure the orderly conduct of the business of this meeting, we have adopted the order of business set forth in the agenda available via the web portal. Stockholders may ask questions in a designated field on the web portal during the meeting's question and answer period.

Out of consideration for others, please be brief, specific, and limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. Thank you for your cooperation. The only formal items of business on the agenda for today's meeting are, one, to elect the nominees for Class II directors recommended by our board of directors to serve until the 2027 annual meeting of stockholders, or until such time as their respective successors are elected and qualified. Two, to approve on an advisory basis, the compensation for our named executive officers for fiscal year 2023.

And three, 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, 2024. The company has not received notice from any of its stockholders, as required under its bylaws or pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, of any other matter to be considered at this meeting, and therefore, no other proposals may be properly introduced by stockholders at this meeting. Voting today is by proxy and electronic ballot. Each share of Mercado Libre common stock is entitled to one vote. I now declare the polls open for voting at this meeting.

Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. The polls will close promptly following the presentation of today's proposals. The first item of business on the agenda for this meeting is a proposal for the election of the nominees to serve on the board of directors of the company as class II directors for a term of three years. The nominees to serve on the board of the company as class II directors, as described in the company's proxy statement, dated April 25, 2024, are Nicolás Galperín, Enrique Dubugras, and Richard Sanders.

No other director nominees have been proposed. If you have any questions regarding the nominees, please submit them through the web portal, and we will do our best to address them during the question and answer session of the meeting. Next on the agenda for this meeting is a proposal to approve on an advisory basis the compensation of the company's named executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission. This Say on Pay vote is advisory and is not binding on the board of directors, but the compensation committee will take into consideration the outcome of the vote when making the future executive compensation decisions. If you have any questions regarding the advisory vote on executive compensation, please submit them through the web portal and we will do our best to address them during the question and answer session of the meeting.

Next on the agenda for this meeting is a proposal to ratify the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst & Young Global Limited, as the company's independent registered public accounting firm for the fiscal year ending December thirty-first, twenty twenty-four. If you have any questions regarding the ratification of the independent registered public accounting firm, please submit them through the web portal, and we will do our best to address them during the question and answer session of the meeting. The matters set forth in the notice of annual meeting to be voted on are now properly before this meeting. We will now proceed with voting on the three proposals.

For the election of directors, the persons receiving the highest number of votes for Class II directors will be elected Class II directors of the company, which is referred to in the company's proxy statement as approval by a plurality of the votes of the shares present in person, by means of remote communication or represented by proxy and entitled to vote on the matter. The affirmative vote of a majority of the shares present in person, by means of remote communication or represented by a proxy at the meeting and entitled to vote on the matter, is necessary to approve on an advisory basis the company's executive compensation.

The affirmative vote of a majority of the shares present in person, by means of remote communication or represented by proxy at the meeting and entitled to vote on the matter, is necessary to approve the ratification of the independent registered public accounting firm. At this point in time, I ask each stockholder who plans to vote during the meeting to vote now if you have not already done so. If you submitted a proxy prior to the meeting, you do not need to do anything at this time unless you wish to change your vote. I now declare the polls closed.

Based on the preliminary tabulation submitted by the inspector, a plurality of the votes of the shares present in person, by means of remote communication or represented by proxy and entitled to vote on the matter, have voted for the election of Nicolás Galperín, Enrique Dubugras, and Richard Sanders as class II directors. Consequently, Nicolás Galperín, Enrique Dubugras, and Richard Sanders have been elected to the board to serve as class II directors until our 2027 annual meeting of stockholders, or until their respective successors are duly elected and qualified, or until their respective earlier death, resignations, or removals. Also, based on the preliminary tabulation submitted by the inspector, a majority of the shares present in person, by means of remote communication or represented by proxy at this meeting, entitled to vote on the matter, have voted to approve on an advisory basis the company's executive compensation.

Finally, also based on preliminary tabulation submitted by the inspector, a majority of the shares present in person, by means of remote communication or by proxy, entitled to vote on the matter, have voted to approve the ratification of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst & Young Global Limited. A report of the exact voting will be filed with the records of this meeting. We now welcome any questions or comments you may have. We ask that you please observe the rules discussed earlier during this meeting. I am aware of no other business that should be brought before this meeting, and accordingly, hereby adjourn the meeting. I would like to thank all of you for attending this annual meeting. I would also like to express my appreciation to all of the stockholders who submitted the proxies but were not able to attend.

This concludes the 2024 annual meeting. Thank you all for your attendance this afternoon.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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