Current Report Filing (8-k)
09 Maio 2022 - 05:39PM
Edgar (US Regulatory)
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2022-05-04 2022-05-04 0001099590
MELI:Sec2.375SustainabilityNotesDue2026Member 2022-05-04 2022-05-04
0001099590 MELI:Sec3.125NotesDue2031Member 2022-05-04 2022-05-04
iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
May 4, 2022
MercadoLibre, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
001-33647 |
98-0212790 |
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification
Number) |
WTC Free Zone
Dr. Luis Bonavita 1294,
Of. 1733,
Tower II
Montevideo,
Uruguay,
11300
(Address of Principal Executive Offices) (Zip Code)
+598-2-927-2770
(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):
☐ 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 |
2.375% Sustainability Notes due 2026 |
MELI26 |
The Nasdaq Stock Market LLC |
3.125% Notes due 2031 |
MELI31 |
The Nasdaq Stock Market LLC |
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).
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 5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
Establishment of
Performance Goals under the 2022 Bonus Program
On May 4, 2022, the Board
of Directors (the “Board”) of MercadoLibre, Inc. (the “Company”)
established the performance goals for the Company’s bonus program
for the 2022 fiscal year (the “2022 Bonus Program”). Under the 2022
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, Income from operations, the number of
transactions using Mercado Pago (including payments on the
marketplace platform, off-platform online payments, wallet, mobile
point of sale, credit card and prepaid card transactions) and the
Company’s weighted compound 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 2022 Bonus Program as four months of base
salary (33.33% of each NEO’s annual base salary).
Adoption of the 2022
Long Term Retention Program
On May 4, 2022, the Board
approved the adoption of the 2022 Long Term Retention Program (the
“2022 LTRP”) and established the target award for each NEO under
the 2022 LTRP. The 2022 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, 2023 and April 30, 2023, as determined
by the Company), subject to continued employment on each payment
date (other than in specified circumstances). Under the 2022 LTRP,
each NEO shall receive:
|
• |
|
16.66% of half of his
or her target 2022 LTRP award annually for a period of six years
(with the first payment occurring between January 1, 2023 and April
30, 2023) (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 2022 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 2021. For purposes of the 2022 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 2022 LTRP
awards for our NEOs are set forth below.
Name |
|
Title |
|
Target 2022
LTRP Award |
Marcos Galperin |
|
President & Chief Executive Officer |
|
$6,139,585 |
|
Pedro
Arnt |
|
Executive
Vice President & Chief Financial Officer |
|
$1,700,000 |
|
Ariel Szarfsztejn |
|
Executive Vice President - Commerce |
|
$1,800,000 |
|
Osvaldo
Giménez |
|
Fintech
President |
|
$2,400,000 |
|
Daniel Rabinovich |
|
Executive Vice President & Chief Operating Officer |
|
$2,200,000 |
|
The foregoing description
of the 2022 LTRP does not purport to be complete and is qualified
in its entirety by reference to the full text of the 2022 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. |
The following exhibits are filed herewith.
EXHIBIT INDEX
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 9, 2022
|
By: |
/s/ Pedro Arnt |
|
|
Name: |
Pedro Arnt |
|
|
Title: |
Chief Financial Officer |
|
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