MercadoLibre, Inc. (MELI)
NASDAQ: MELI · Real-Time Price · USD
1,897.37
-8.87 (-0.47%)
At close: Sep 11, 2026, 4:00 PM EDT
1,897.44
+0.07 (0.00%)
After-hours: Sep 11, 2026, 7:58 PM EDT
← View all transcripts

AGM 2018

Jun 15, 2018

Jacobo Cohen Imach
General Counsel, MercadoLibre

Good afternoon, welcome to the 2018 annual meeting of stockholders of MercadoLibre, Inc I am Jacobo Cohen Imach, General Counsel of the company, and I will act as Chairman and Secretary of this meeting. The meeting is now called to order. The corporate record will reflect that of the 44,157,364 shares entitled to vote, approximately 82.30%, or 36,342,566 shares of common stocks are represented today, either in person or by proxy, which are sufficient to constitute a quorum for the purpose of conducting business at the meeting. Mr. Anthony Carideo, a representative of Broadridge Financial Solutions, Inc, will act as the Inspector of Elections of this meeting. Mr. Carideo has subscribed and filed an oath of office for purposes of this meeting. As Secretary of the meeting, I have presented the following documents.

First, a certified list of holders of common stock of the company as of the close of business on April 19th, 2018, 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. Second, an affidavit of Daniel Cini, an employee of Broadridge Financial Solutions, Inc., as to the distribution on or about April 30th, 2018, of notice to the meeting and notice of internet availability of proxy materials to the company stockholders of record as of the close of business on April 19th, 2018, the record date for the meeting. As Secretary, I will file these materials with the minutes of the meeting. Having a quorum, we will now proceed with the business of this meeting. Mr. Pedro Arnt, Chief Financial Officer of the company, is in attendance today.

Also attending today by telephone are representatives of our outside counsel, Cleary Gottlieb Steen & Hamilton LLP, and Mr. Diego de Vivo from Deloitte & Co. S.A., our independent auditing firm. During the question and answer period at the end of the meeting, Mr. de Vivo will be available to answer questions concerning the company's financial statements and may make a brief statement if he chooses. 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 SEC. The company undertakes no obligation to publicly update or revise any forward-looking statement.

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. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in a designated field on the web portal. Out of consideration for others, please 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. We ask that you restrict your remarks to the item of the agenda that is before us. Thank you for your cooperation. This meeting will consist of two parts.

First, the formalities necessary to establish the validity of the meeting. Second, the meeting's formal business. The only formal items of business on the agenda for today's meeting are, one, to elect three Class 2 directors nominated and recommended by our board of directors, each to serve until the 2021 annual meeting of stockholders, or until such time as their respective successors are elected and qualified. Second, to hold an advisory vote on executive compensation for fiscal year 2017. Third, the ratification of the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31st, 2018. 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. 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 remain open until immediately after any discussion on today's proposal. The first item of business on the agenda for this meeting is the proposal for the election of three nominees to serve on the board of directors of the company as Class 2 directors for a term of three years.

The nominees to serve on the board of the company as Class 2 directors, as described in the company's proxy statement dated April 30, 2018, are Marcos Galperin, Meyer Malka, and Javier Olivan. No other director nominees have been proposed. Are there any questions or remarks regarding the nominees? I now declare the nominations for elections of directors closed. We will now move to the next item on the agenda. 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 SEC. 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. Are there any questions or remarks regarding the advisory vote on executive compensation?

We will now move to the next item on the agenda. Next on the agenda for this meeting is a proposal to ratify the appointment of Deloitte & Co. S.A. as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2018. Are there any questions or remarks regarding the ratification of Deloitte? 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 three persons receiving the highest number of "for" 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 all votes cast at the meeting.

The affirmative "for" votes of a majority of all the shares present in person 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 all the shares present in person or represented by proxy at the meeting is necessary to approve the ratification of the independent registered public accounting firm. Unless there are any questions regarding the voting procedure, we will now close the polls and proceed to the report of the election of results. Having received no questions, 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 tabulation submitted by the inspector, a majority of the shares eligible to vote have voted for the election of Marcos Galperin, Meyer Malka, and Javier Oliván as Class II directors. Consequently, Mr. Galperin, Mr. Malka, and Mr. Oliván have been elected to the board to serve as Class II directors until our 2021st annual meeting of stockholders and until their successors are duly elected and qualified, or until their death, resignations, or removals. A majority of the shares present in person 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, a majority of the shares present in person or a proxy have voted to approve the ratification of Deloitte.

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 at the beginning of the 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 their proxies but were not able to attend. This concludes the 2018 annual meeting. Thank you all for your attendance this afternoon.

Operator

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