Current Report Filing (8-k)
10 Junho 2022 - 05:31PM
Edgar (US Regulatory)
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2022-06-08 0001099590 MELI:CommonStock0.001ParValuePerShareMember
2022-06-08 2022-06-08 0001099590
MELI:Sec2.375SustainabilityNotesDue2026Member 2022-06-08 2022-06-08
0001099590 MELI:Sec3.125NotesDue2031Member 2022-06-08 2022-06-08
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):
June 8, 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 5.07. |
Submission of Matters to a Vote of Security
Holders. |
The Annual Meeting of Stockholders (the “Annual Meeting”) of
MercadoLibre, Inc. (the “Company”) was held on June 8, 2022
for the following purposes:
|
· |
to elect the Class II and Class III directors nominated and
recommended by the Company’s board of directors, to serve until the
2024 and 2025 Annual Meetings of Stockholders, respectively, or
until such time as their respective successors are elected and
qualified; |
|
· |
to approve, on an advisory basis, the compensation of the
Company’s named executive officers for fiscal year 2021; and |
|
· |
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 31, 2022. |
The number of issued and outstanding shares of the Company’s common
stock entitled to vote as of April 12, 2022, the record date for
the Annual Meeting, was 50,377,981 shares. 42,819,133 shares of
common stock were represented either in person (by means of remote
communication) 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 Class II and
Class III director nominees, approved (on an advisory basis) the
Company’s executive compensation for fiscal year 2021 and ratified
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 31, 2022. 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 Class II and Class III
Directors:
|
Nominee for Class II Director
|
For
|
Withheld
|
| Richard Sanders |
39,183,520 |
160,307 |
In addition, there were 3,475,306 broker non-votes associated with
the election of the Class II director.
|
Nominee for Class III Directors
|
For
|
Withheld
|
| Emiliano Calemzuk |
35,215,903 |
4,127,924 |
| Marcos Galperin |
37,583,069 |
1,760,758 |
| Andrea Mayumi Petroni
Merhy |
38,846,420 |
497,407 |
In addition, there were 3,475,306 broker non-votes associated with
the election of the Class III directors.
Proposal Two — Advisory Vote on the Compensation of our Named
Executive Officers:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
| 36,884,369 |
2,436,803 |
22,655 |
3,475,306 |
Proposal Three — Ratification of Appointment of Independent
Registered Public Accounting Firm:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
| 42,469,926 |
334,680 |
14,527 |
* |
|
* |
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, 2022
|
By: |
/s/ Pedro Arnt |
| |
Name: |
Pedro Arnt |
| |
Title: |
Chief Financial Officer |
MercadoLibre (NASDAQ:MELI)
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