MercadoLibre, Inc. (MELI)
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AGM 2026

Jun 9, 2026

Summary

The meeting highlighted strong financial growth, a successful leadership transition, and continued investment in logistics and fintech. All board proposals, including director elections and executive compensation, were approved by majority vote.

Jacobo Cohen Imach
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 the company's actual results to differ materially from our expectations. These 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 reconciliations of non-GAAP measures to their most directly comparable GAAP measures are available in the earnings presentation, which can be found on our investor relations website. I will now turn the meeting over to Marcos for the welcoming remarks and management's commentary.

Marcos Galperin
Executive Chairman of the Board, MercadoLibre

Hello, everyone, and welcome to our 2026 Annual Shareholders Meeting. I am Marcos Galperin, Executive Chairman of the Board. We appreciate your participation today. As many of you know, on January 1st, 2026, I transitioned from CEO and Chairman of the Board to Executive Chairman of the Board, and Ariel Szarfsztejn assumed the role of CEO. This transition reflects the strength and depth of talent at MercadoLibre and reinforces the continuity of our long-term strategy. I remain as committed and optimistic as ever about MercadoLibre's mission, and I will continue to work alongside Ariel with the goal of creating long-term value for our stockholders, our users, and the communities we serve across Latin America.

Ariel is continuing to nurture the strong culture we have built over nearly three decades and is keeping our team focused on what matters most, delivering outstanding value for our users by democratizing commerce and financial services in the region. He has the capabilities and judgment to lead MercadoLibre for many years to come. Just as you have trusted and supported me over the years, I am confident that you will extend the same confidence to Ariel. Today, we believe MercadoLibre is in one of the strongest moments in its history, defined by our scale, accelerating growth, strategic positioning, and financial strength. Our relentless focus on building the best value proposition for consumers and merchants is translating into stronger engagement and rising adoption across our ecosystem.

Over the last 12 months, we reached 126 million unique active buyers, and by the end of Q1 2026, we served 83 million fintech monthly active users. Clear evidence that more and more people are choosing MercadoLibre and Mercado Pago for how they shop, pay, and manage their financial lives. What is most exciting is not only the scale of these results, but also the momentum behind them. We believe we have a once-in-a-generation opportunity to transform commerce and financial services for hundreds of millions of people across Latin America, and the region remains in the early stages of that shift. The investments we've made over many years across product, technology, logistics, and financial services are strengthening our competitive position and creating durable advantages that we believe will compound over time.

We will continue to pursue the multiple growth opportunities ahead with a long-term and growth-oriented mindset, with a clear focus on building the platform of choice for commerce and fintech in Latin America. I will now turn the call to our Chief Financial Officer, Martín de los Santos.

Martín de los Santos
CFO, MercadoLibre

Thank you, Marcos. I would like to echo your warm welcome to our trusted stockholders and to thank you all for joining us today. MercadoLibre had another exceptional year in 2025. We have carried that strong momentum into 2026. Over the last 12 months, net revenue and financial income grew 42%. This performance reflects the strategic investments we have made over recent quarters. The signals we are seeing are increasingly validating those investment decisions, underscoring both the strength of our execution and the opportunities unlocked by our mission to democratize commerce and financial services in Latin America. Our investment decisions are guided by clear signals in the data. We believe this is the right moment to invest with conviction in a market with a meaningful multi-year runway ahead.

An example of this was our decision to lower the free shipping threshold in Brazil, which has proven to be a sustained growth engine across multiple quarters. By bringing more buyers into the ecosystem, we are strengthening network effects with higher purchase frequency, broader assortment, and a logistics network that we believe will continue to improve with scale and productivity as volume ramps, as evidenced by unit shipping costs declining 17% year-over-year in local currency in Q1 2026. Commerce performance remains strong across the region. We continue to invest in our logistics infrastructure with the goal of building the fastest network in Latin America. In the last 12 months, we sold nearly 2.7 billion items, with almost 96% of the items sold handled by our own managed network and 76% of shipments delivered within 48 hours.

These improvements in logistics, together with a stronger user experience, broader selection, and more competitive pricing led to unique buyers growing nearly 20% year-over-year as of Q1 2026. These results reinforce our conviction that our investments are strengthening the platform, which we believe position us to capture the opportunity ahead. In fintech services, the investments we have made in scaling the credit card business remain a central pillar of our long-term growth agenda. The credit card is one of our most powerful ecosystemic tools by turning marketplace-only users into active fintech users. This reinforces the cross-sell flywheel and generates positive ecosystemic effects across engagement, usage, and retention. The growth of our credit portfolio to nearly $15 billion is supported by disciplined underwriting and continuous enhancements to our models that are improving decision accuracy at scale.

This validation gives us strong conviction in our approach to expand our credit portfolio throughout our key geographies. I would also like to highlight that MercadoLibre's impressive growth is also accompanied by a step change in user advocacy. Our NPS in commerce and fintech in our four largest countries has never been more competitive. This is evidence that we're improving the experience, and we believe we will continue widening the gap versus incumbents, and it gives us confidence to continue investing in our ecosystem. We have set a clear path for MercadoLibre over the coming years. We will continue to focus on innovation and executing with excellence, with our users at the center of everything we do. We believe the choices we're making today are strengthening our competitive position and will translate into higher cash flow and profitability over time.

We thank you again for your support and interest in the company. I will now turn the call back to our General Counsel, Jacobo Cohen Imach.

Jacobo Cohen Imach
General Counsel, MercadoLibre

Mr. Anthony Carideo, a representative of Broadridge Financial Solutions, Inc., is acting as the Inspector of Elections for this meeting. Mr. Carideo has subscribed and filed an oath of office for purposes of this meeting. 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. As Secretary of the Meeting, I have been presented with the following documents. First, the Inspector of Elections informs me that a quorum necessary to convene the meeting is present. Second, an affidavit of Broadridge Financial Solutions, Inc. as to the distribution on or about April 23rd, 2026, 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 14th, 2026, 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 14th, 2026, 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 stockholder 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 a 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 attendance today are Mr. Martín de los Santos, our Chief Financial Officer, as well as 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 the designated field on the web portal during the meeting's question and answer period. Out of consideration for others, please keep your questions brief, specific and limited to one question per person. 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 address 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 I directors recommended by our Board of Directors to serve until the 2029 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 of our named executive officers for fiscal year 2025. Three, to ratify the appointment of Pistrelli, Henry Martin y Asociados S.A., a member firm of Ernst & Young Global Limited, as our independent registered public accounting firm for the fiscal year ending December 31st, 2026.

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. 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 I directors for a term of three years. The nominees to serve on the board of the company as Class I directors, as described in the company's proxy statement dated April 23rd, 2026, are Susan Segal, Stelleo Passos Tolda, and Alejandro Nicolás Aguzin. 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. I now declare the nominations for election of directors closed.

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 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.A., a member firm of Ernst & Young Global Limited, as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. 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 nominees receiving the highest number of four votes for Class I directors will be elected as Class I directors of the company, as described in the company's proxy statement. The affirmative for 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 on an advisory basis the company's executive compensation. The affirmative for 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 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 Susan Segal, Stelleo Passos Tolda, and Alejandro Nicolás Aguzin as Class I directors. Consequently, Susan Segal, Stelleo Passos Tolda, and Alejandro Nicolás Aguzin have been elected to the board to serve as Class I directors until our 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified, or until their respective earlier deaths, 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 and entitled to vote on the matter have voted to approve on an advisory basis the company's executive compensation. Finally, based on the preliminary tabulation submitted by the inspector, a majority of the shares present in person by means of remote communication or by proxy and entitled to vote on the matter have voted to approve the ratification of Pistrelli, Henry Martin y Asociados S.A., 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.

I am aware of no other business that should be brought before this meeting, and accordingly, I hereby declare the meeting adjourned. 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 their proxies but were not able to attend. This concludes the 2026 annual meeting. Thank you all for your attendance this morning.