DEF 14A of Mercadolibre Inc, Apr 28, 2025

DEF 14A of Mercadolibre Inc

Filed Apr 28, 2025 · FY20240001099590-25-000020

Open on EDGAR

  1. CLASS I DIRECTORS

    CLASS I DIRECTORS

  2. CLASS II DIRECTORS

    CLASS II DIRECTORS

  3. CYBERSECURITY HIGHLIGHTS

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Alejandro Nicolás Aguzin | 80,324 | 119,000 | 7,216 | 206,540 | | Emiliano Calemzuk | 139,913 | 119,000 | — | 258,913 | | Henrique Dubugras | 73,000 | 119,000 | — | 192,000 | | Andrea Mayumi Petroni Merhy | 73,000 | 119,000 | 6,989 | 198,989 | | Richard Sanders | 73,000 | 119,000 | 6,989 | 198,989 | | Susan Segal | 73,000 | 119,000 | — | 192,000 | | Mario Eduardo Vázquez (4) | 62,983 | 78,551 | 1,116 | 142,650 | | Total | 575,220 | 792,551 | 22,310 | 1,390,081 |

  4. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth compensation information for the years ended December 31, 2024, 2023 and 2022.

  5. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Non-Equity Incentive Compensation Plan ($)(3) | All Other Compensation ($) | Total ($) | | Marcos Galperin President and Chief Executive Officer | 2024 | 565,871 | 3,713,194 | 9,468,068(4) | — | 13,747,133 | | | 2023 | 522,883 | 2,879,862 | 6,188,431 | — | 9,591,176 | | | 2022 | 448,824 | 2,046,528 | 5,775,215 | — | 8,270,567 | | Martín de los Santos Executive Vice President and Chief Financial Officer | 2024 | 537,466 | 598,258 | 1,533,387(4) | 3,396(5) | 2,672,507 | | | 2023 | 511,299 | 431,591 | 1,189,617 | 3,396 | 2,135,903 | | Osvaldo Giménez Fintech President | 2024 | 565,053 | 1,249,755 | 3,069,467(4) | 3,396(6) | 4,887,671 | | | 2023 | 527,858 | 958,089 | 2,044,375 | 3,396 | 3,533,718 | | | 2022 | 450,314 | 666,423 | 1,541,505 | 11,436 | 2,669,678 | | Daniel Rabinovich Executive Vice President and Chief Operating Officer | 2024 | 558,473 | 1,198,999 | 2,942,720(4) | 74,724(7) | 4,774,916 | | | 2023 | 558,511 | 948,377 | 1,863,338 | 64,334 | 3,434,560 | | | 2022 | 537,875 | 615,667 | 1,700,817 | 100,969 | 2,955,328 | | Ariel Szarfsztejn Commerce President | 2024 | 630,100 | 914,703 | 2,055,552(4) | 90,018(8) | 3,690,373 |

  6. SUMMARY COMPENSATION TABLE

    1.Base salaries in respect of fiscal year 2024 are paid in U.S dollars for Mr. Galperin, in Argentine pesos for Messrs. Rabinovich and Szarfsztejn and in Uruguayan pesos for Messrs. de los Santos and Giménez. Base salaries that are paid in Argentine pesos or Uruguayan pesos are disclosed above in U.S. dollars, in each case, at the average exchange rate for each month of the year ended December 31, 2024. Mr. Galperin’s base salary is calculated considering a fixed amount in Uruguayan pesos and then converted into U.S. dollars at the exchange rate of the monthly payroll calculation date. 2.Includes the fixed portion of 2024, 2023, 2022, 2021, 2020 and 2019 LTRP bonus paid out in respect of 2024. LTRP awards were paid in U.S. dollars. 3.Includes annual bonus and the variable portion of LTRP bonus. Annual bonuses in respect of fiscal year 2024 are paid in U.S. dollars for Mr. Galperin, in Argentine pesos for Messrs. Rabinovich and Szarfsztejn and in Uruguayan pesos for Mr. de los Santos and Giménez. Except for Mr. Galperin, whose annual bonus is calculated considering a fixed amount in Uruguayan pesos and then converted into U.S. dollars at the exchange rate of the payroll calculation date and then paid in U.S. dollars, annual bonuses are disclosed above in U.S. dollars, in each case, at the average exchange rate for the month of December, 2024. LTRP bonus is paid in U.S. dollars. 4.Includes the variable portion of prior LTRPs paid in January 2025 and the variable portion of the 2024 LTRP earned by each executive officer in respect of 2024, as well as annual bonus amounts earned in respect of 2024 and paid in 2025 of $220,159, $201,937, $212,303, $157,730 and $177,960, for each of Mr. Galperin, Mr. de los Santos, Mr. Giménez, Mr. Rabinovich and Mr. Szarfsztejn, respectively. 5.Amount consists of our payment on behalf of Mr. de los Santos of $3,396 in life insurance premiums. 6.Amount consists of our payment on behalf of Mr. Giménez of $3,396 in life insurance premiums. 7.Amount consists of (i) our payment on behalf of Mr. Rabinovich of $3,396 in life insurance premiums and (ii) our contributions of $71,328 under the retirement benefit provided to Mr. Rabinovich. 8.Amount consists of (i) our payment on behalf of Mr. Szarfsztejn of $3,396 in life insurance premiums and (ii) our contributions of $86,622 under the retirement benefit provided to Mr. Szarfsztejn.

  7. SUMMARY COMPENSATION TABLE

    | 46 | 2025 Proxy Statement | MercadoLibre |

  8. GRANTS OF PLAN-BASED AWARDS FOR 2024

    GRANTS OF PLAN-BASED AWARDS FOR 2024 The table below summarizes plan-based awards granted to our named executive officers in 2024.

  9. GRANTS OF PLAN-BASED AWARDS FOR 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | Marcos Galperin | | 41,275(1) | 165,099(1) | 247,648(1) | | | April 18, 2024 | | 5,000,000(2) | | | Martín de los Santos | | 37,859(1) | 151,434(1) | 227,151(1) | | | April 18, 2024 | | 1,000,000(2) | | | Osvaldo Giménez | | 39,802(1) | 159,207(1) | 238,810(1) | | | April 18, 2024 | | 1,750,000(2) | | | Daniel Rabinovich | | 44,356(1) | 177,424(1) | 266,137(1) | | | April 18, 2024 | | 1,750,000(2) | | | Ariel Szarfsztejn | | 50,045(1) | 200,180(1) | 300,270(1) | | | April 18, 2024 | | 1,750,000(2) | |

  10. GRANTS OF PLAN-BASED AWARDS FOR 2024

    1.Represents estimated future payouts for the 2024 annual bonus assuming threshold performance against corporate goals and a below expectations individual performance multiplier, target performance against corporate goals and a meets expectations individual performance multiplier and maximum performance against corporate goals and an above expectations individual performance multiplier, respectively. The actual cash bonuses earned in 2024 by our named executive officers have been determined and were paid in or about the first quarter of 2025. The amounts paid are included in the Summary Compensation Table under “Non-Equity Incentive Compensation Plan.” 2.Represents the variable portion of each named executive officer’s 2024 LTRP bonus. The maximum amount of the variable portion of each named executive officer’s 2024 LTRP bonus will depend on our stock price for the last 60 trading days of the applicable fiscal year. The fixed portions of the named executive officers’ 2024 LTRP bonus are included in the Summary Compensation Table under “Bonus”. See “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Retention Plans – 2024 Long-Term Retention Plan” for information regarding the terms of the 2024 LTRP bonus.

  11. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We may terminate a named executive officer’s employment in the event that we determine, in our sole discretion, that there is “just cause” (determined pursuant to, and in accordance with, local law). If we terminate a named executive officer’s employment for “just cause,” such named executive officer will not be entitled to receive any severance benefits, except for severance obligations mandated under the laws of the country where the named executive officer resides. If we terminate the named executive officer’s employment without “just cause,” such named executive officer shall be entitled to a lump sum severance payment in an amount equal to the severance obligations mandated under the laws of the country where the named executive officer resides. In September of 2001, we implemented the 2001 Management Incentive Bonus Plan (the “Incentive Plan”). As established in the Incentive Plan, our chief executive officer established which officers would be eligible for the Incentive Plan. Pursuant to the Incentive Plan, in the event we are sold, the eligible officers, as a group, are entitled to receive a “sale bonus” and a “stay bonus.” If the purchase price is equal to or greater than $20,000,000 then the eligible officers as a group are entitled to receive (1) a sale bonus equal to 5.5% of the purchase price and (2) a stay bonus equal to 7.1% of the purchase price, subject in both cases to a maximum combined cap of $78,335,000. If the purchase price is less than $20,000,000, then the eligible officers, as a group, are entitled to receive the “stay bonus” only. The bonuses are divided between the eligible officers, including our named executive officers and others, according to the participation percentages established by our chief executive officer, in accordance with the Incentive Plan. All payments under the Incentive Plan would be made in a lump sum payment. The following tables represent the payments due to each named executive officer in the event of (i) his termination without just cause, (ii) a change in control (as defined under the 2024 LTRP) or (iii) his termination without Cause or resignation for Good Reason (each as defined under the 2024 LTRP) within 120 days prior to or on or after a change in control, assuming such event occurred on December 31, 2024.

  12. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | MercadoLibre | 2025 Proxy Statement | 47 |

  13. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    As defined under the 2024 LTRP, “Cause” means and includes (1) the executive officer’s material disregard of his responsibilities, authorities, powers, functions or duties or failure to act, (2) repeated or material negligence or misconduct by the executive officer in the performance of his duties, (3) appropriation (or attempted appropriation) of a business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company, (4) the commission by the executive officer of any act of fraud, theft or financial dishonesty with respect to the Company, or any felony or criminal act involving moral turpitude or dishonesty on the part of the executive officer, (5) the executive officer’s habitual drunkenness or excessive absenteeism not related to sickness, and/or (6) the material breach by the executive officer of any provision of his employment agreement that is not cured by the executive officer within thirty (30) days after written notice of breach has been delivered to the executive officer by the Company, unless such breach is incapable of cure (in which case the executive officer shall not be entitled to an opportunity to cure), in each case of clauses (1) through (6) above, as determined by the board in good faith. As defined under the 2024 LTRP, “Good Reason” means (1) a material diminution in the executive officer’s duties, functions and responsibilities to the Company without the executive officer’s consent or the Company preventing the executive officer from fulfilling or exercising the executive officer’s materials duties, functions and responsibilities to the Company without the executive officer’s consent; (2) a material reduction in the executive officer’s base salary or bonus opportunity or (3) a requirement that the executive officer relocate the executive officer’s employment more than fifty (50) miles from the location of the executive officer’s principal office without the consent of the executive officer. An executive officer’s resignation shall not be a resignation with Good Reason unless the executive officer gives the Company written notice (delivered within thirty (30) days after the executive officer knows of the event, action, etc. that the executive officer asserts constitutes Good Reason), the event, action, etc. that the executive officer asserts constitutes Good Reason is not cured, to the reasonable satisfaction of the executive officer, within thirty (30) days after such notice and the executive officer resigns effective not later than thirty (30) days after the expiration of such cure period.

  14. POTENTIAL PAYMENTS UPON DEATH, DISABILITY OR RETIREMENT

    POTENTIAL PAYMENTS UPON DEATH, DISABILITY OR RETIREMENT Under the terms of the life insurance policies provided to our named executive officers, other than Mr. Galperin, in the event of the executive’s death (by natural causes) or disability, the executive or his or her beneficiary, as applicable, would be entitled to receive $1,132,000 in proceeds from the third-party issuer of the policy. If the named executive officer dies in an accident or suffers total and permanent disability, his or her beneficiary would be entitled to receive $2,264,000, payable by the third-party issuer of the policy, except for Mr. Galperin. Under the terms of the retirement benefit provided to Mr. Giménez, Mr. Rabinovich and Mr. Szarfsztejn, in the event of their retirement, each would be eligible to receive the amount accumulated with respect to the retirement benefit as of the date of retirement. Assuming each of Messrs. Giménez, Rabinovich and Szarfsztejn retired as of the last business day of 2024, the estimated amount of the benefits each would receive under the terms of the retirement benefit are $69,111 for Mr. Giménez, $396,007 for Mr. Rabinovich and $382,764 for Mr. Szarfsztejn.

  15. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all our employees, other than Mr. Galperin, to the annual total compensation of Mr. Galperin, our chief executive officer. We identified the median employee by examining the 2024 annual total compensation, consisting of base salary, annual bonus and LTRPs, if applicable, for all individuals, excluding Mr. Galperin, who were employed by us on

  16. PAY RATIO DISCLOSURE

    | MercadoLibre | 2025 Proxy Statement | 49 |

  17. PAY RATIO DISCLOSURE

    December 31, 2024. In order to calculate the compensation for our median employee, we converted local currency to U.S. dollars using the average exchange rate for the month of December 2024.

  18. PAY RATIO DISCLOSURE

    | THE ANNUAL TOTAL COMPENSATION OF OUR CHIEF EXECUTIVE OFFICER FOR PURPOSE OF DETERMINING THE PAY RATIO WAS $13,747,133; AND THE ANNUAL TOTAL COMPENSATION OF OUR MEDIAN EMPLOYEE WAS $8,650 |

  19. PAY RATIO DISCLOSURE

    Based on this information, for 2024, the ratio of the annual total compensation of our chief executive officer, to the annual total compensation of our median employee was estimated to be 1,589 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC regulations and guidance based on our payroll and employment records. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  20. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance disclosure that follows provides information about the relationship between Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and non-PEO NEOs (“NEOs”) and the Company's performance. For further information regarding the Company´s pay-for-performance philosophy, refer to “Executive compensation program philosophy and objectives” included in the Compensation Discussion and Analysis section above.

  21. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  22. PAY VERSUS PERFORMANCE TABLE

    | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for NEOs ($)(2) | Average Compensation Actually Paid to NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) ($) | Income from Operations (in millions of constant dollars) ($)(4)(5)(6) | | Year | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | | | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | 2024 | 13,747,133 | 13,747,133 | 4,006,367 | 4,006,367 | 297 | 215 | 1,911 | 4,765 | | 2023 | 9,591,176 | 9,591,176 | 2,456,070 | 2,456,070 | 275 | 167 | 987 | 3,116 | | 2022 | 8,270,567 | 8,270,567 | 2,521,291 | 2,521,291 | 148 | 117 | 482 | 1,126 | | 2021 | 16,680,787 | 16,680,787 | 4,192,154 | 4,192,154 | 236 | 174 | 83 | 529 | | 2020 | 21,509,523 | 21,509,523 | 4,837,639 | 4,837,639 | 293 | 144 | (1) | 227 |

  23. PAY VERSUS PERFORMANCE TABLE

    1.Mr. Galperin served as our PEO for the full year for each of 2024, 2023, 2022, 2021 and 2020. 2.For 2024, our NEOs included Messrs. de los Santos, Giménez, Rabinovich and Szarfsztejn. For 2023, our NEOs included Messrs. de los Santos, Arnt, Giménez, Rabinovich and de la Serna. For 2022, our NEOs included Messrs. Arnt, Giménez, Rabinovich and de la Serna. For 2021 and 2020, our NEOs included Messrs. Arnt, Giménez, Rabinovich and Passos Tolda. 3.The peer group total share-holder return set forth in this table utilizes the Nasdaq Composite Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested in the Company and in the Nasdaq Composite Index, respectively (i) for 2020, over the one-year period from market close December 31, 2019 through December 31, 2020, (ii) for 2021, over the two-year period from market close on December 31, 2019 through December 31, 2021, (iii) for 2022, over the three-year period from market close December 31, 2019 through December 31, 2022, (iv) for 2023, over the four-year period from market close December 31, 2019 through December 31, 2023, (v) and for 2024, over the five-year period from market close December 31, 2019 through December 31, 2024. Historical stock performance is not necessarily indicative of future stock performance. 4.The Company-selected measure is Income from operations. For each applicable year, Income from operations is defined as our income from operations for that year. This metric is measured in constant dollars. For information on how we compute this non-GAAP financial measure and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP, please refer to “Appendix: Reconciliation of Non- GAAP Financial Measure” in this proxy statement. 5.For 2020, 2021, 2022, 2023 and 2024, the most important metric in determining compensation actually paid to our named executive officers was our 60-day average TSR, as the amounts of the variable payments made under our LTRPs fluctuate based on the quotient of the average closing price of our common stock on the NASDAQ during the final 60 trading days of the fiscal year preceding the fiscal year in which the applicable payment date occurs over the average closing price of our common stock on the NASDAQ during the final 60 trading days of the fiscal year immediately preceding the fiscal year in which the applicable LTRP award was granted. Because the majority of our named executive officers’ compensation is paid through our LTRPs, our executives’ compensation actually paid is closely aligned with the returns of our stockholders. However, because TSR is already reported in the table, we have identified our Company-selected measure as income from operations. 6.The Company decided to reclassify and present certain financial results related to Mercado Pago’s activities from “Other income (expenses)” to “Net services revenues and financial income” and “Cost of net revenues and financial expenses” in the Statement of Income. Therefore, 2023 and 2022 balances have been recast for consistency with the 2024 presentation. For further information, please refer to Note 2 – Summary of significant accounting policies - Change in the presentation of certain financial results and reclassification of prior years results, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

  24. PAY VERSUS PERFORMANCE TABLE

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  25. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND COMPANY TOTAL SHAREHOLDER RETURN (“TSR”)

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND COMPANY TOTAL SHAREHOLDER RETURN (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and the Company’s cumulative TSR for the covered periods: DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND NET INCOME: The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and our Net Income for the covered periods:

  26. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND COMPANY TOTAL SHAREHOLDER RETURN (“TSR”)

    | 52 | 2025 Proxy Statement | MercadoLibre |

  27. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND INCOME FROM OPERATIONS (IN CONSTANT DOLLARS)

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND NEOs COMPENSATION ACTUALLY PAID AND INCOME FROM OPERATIONS (IN CONSTANT DOLLARS) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our NEOs, and our Income from operations (in constant dollars) for the covered periods: Income from operations (in constant dollars) is a non-GAAP metric. For information on how we compute this non-GAAP financial measure and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP, please refer to “Appendix: Reconciliation of Non-GAAP Financial Measure” in this proxy statement.

  28. DIRECTORS

    DIRECTORS Section 5.1.Initial Directors; Number of Directors; Term. (a) The number of directors constituting the initial Board of Directors is nine (9) and their names and addresses are as follows:[1]

  29. DIRECTORS

    | Name | Address | | [●] | [●] | | [●] | [●] | | [●] | [●] | | [●] | [●] | | [●] | [●] | | [●] | [●] | | [●] | [●] | | [●] | [●] | | [●] | [●] |

  30. DIRECTORS

    (b) The number of directors that shall constitute the Board of Directors shall be fixed solely by the manner provided in the Bylaws. (c) The Board of Directors shall be divided into three classes as nearly equal in number as possible, with one class to be elected annually. The term of office of the initial directors shall be as follows: the term of directors of the first class shall expire at the first annual meeting of shareholders after the effective date of this Certificate of Formation; the term of office of the directors of the second class shall expire at the second annual meeting of shareholders after the effective date of this Certificate of Formation; and the term of office of the third class shall expire at the third annual meeting of shareholders after the effective date of this Certificate of Formation; and, as to directors of each class, when their respective successors are elected and qualified. At each annual meeting of shareholders, directors elected to succeed those whose terms are expiring shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders (except to the extent necessary to ensure that the Board of Directors shall be divided into three classes as nearly equal in number as possible) and when their respective successors are elected and qualified. Section 5.2.Removal. Any director (including persons elected by directors or shareholders to fill vacancies in the Board of Directors) may be removed from office by shareholders only for cause and only upon the affirmative vote of not less than two-thirds of the total votes eligible to be cast by shareholders at a duly constituted meeting of shareholders called expressly for such purpose. Cause for removal shall exist only if the director whose removal is proposed has been either declared of unsound mind by an order of a court of competent jurisdiction, convicted of a felony or of an offense punishable by imprisonment for a term of more than one year by a court of competent jurisdiction, or deemed liable by a court of competent jurisdiction for gross negligence or willful misconduct in the performance of such director’s duties to the Corporation. Section 5.3.Vacancies. Vacancies in the Board of Directors shall be filled in accordance with the procedures set forth in the Bylaws. [1] Names of directors to be filled in following the results of shareholder votes at the annual meeting due to potential vacancies on the Board of Directors. We expect to use the Corporation’s principal place of business for each director’s address, which is Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300.

  31. DIRECTORS

    | B-2 | 2025 Proxy Statement | MercadoLibre |

  32. LIABILITY OF DIRECTORS AND OFFICERS

    LIABILITY OF DIRECTORS AND OFFICERS To the fullest extent permitted by the TBOC, as the same may be amended from time to time, or any other applicable laws presently or thereafter in effect, a director or officer of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer. If the TBOC is hereafter amended to authorize, with the approval of a corporation’s shareholders, further elimination of the liability of a corporation’s directors or officers for breach of fiduciary duty, then a director or officer of the Corporation shall not be liable for any such breach to the fullest extent permitted by the TBOC, as so amended. No amendment or repeal of this provision will deprive a director or officer of the benefits of this Article IX with respect to any act or omission occurring prior to such amendment or repeal.

  33. LIABILITY OF DIRECTORS AND OFFICERS

    | MercadoLibre | 2025 Proxy Statement | B-3 |

  34. DIRECTORS

    DIRECTORS Section 2.1.Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by the TBOC or by the Certificate of Formation or by these Bylaws or required by the TBOC or by the Certificate of Formation or by these Bylaws to be exercised or done by the shareholders. Section 2.2.Number; Election and Term of Office. Subject to the rights, if any, of any series of Preferred Stock to elect additional directors under circumstances specified in a Certificate of Designation, the authorized number of directors shall be fixed by resolution of the Board, and the shareholders may not increase or decrease the authorized number of directors. Except as provided in Section 2.5, the directors shall be elected at the annual meeting of the shareholders for such terms specified in the Certificate of Formation, except as otherwise required by the TBOC. Any reduction by the Board of the authorized number of directors may not remove any director prior to the expiration of that director’s term of office, unless, at the time of such decrease, there shall be vacancies on the Board that are being eliminated by such reduction. Section 2.3.Committees. (a)The Board may appoint from among its members an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board may establish such other committees as the Board may deem appropriate. Each committee may consist of one or more directors of the Corporation, and each shall have such powers and duties as the Board may confer pursuant to the TBOC and each committee’s respective charter. Each committee of the Board will serve at the pleasure of the Board or as may be specified in any resolution from time to time adopted by the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of the committee. (b)Unless otherwise prescribed in any resolution from time to time adopted by the Board, a majority of the members of any committee of the Board is a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum will be the act of that committee. Each committee of the Board may prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and will keep a written record of all actions taken by such committee. Section 2.4.Removal and Resignation. Subject to the provisions of the Certificate of Formation, any director may be removed, only for cause, by the Board at any time. Any director may resign by giving notice in writing or by electronic transmission to the Corporation. Unless the notice specifies a later time, the resignation will be effective when notice is received by the Corporation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Section 2.5.Vacancies and New Directorships. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Certificate of Designation and except as provided in the Certificate of Formation, a vacancy or vacancies in the Board exist in case of the death, resignation or removal of any director, or if the authorized number of directors is increased or if the shareholders fail, at any annual or special meeting of shareholders at which any directors are elected, to elect the full authorized number of directors to be elected at that meeting. Vacancies in the Board may be filled in any manner permitted by the TBOC, including by (a) a majority of the remaining directors then in office, even though less than a quorum of the Board, or (b) a sole remaining director, in each case to the extent permitted by the TBOC. Any director so elected to fill a vacancy shall hold office for the remainder of the unexpired term of the director’s predecessor; provided, however, that a director elected to fill a vacancy resulting from an increase in the number of directors shall serve only until the next annual or special meeting of shareholders called to vote on the election of directors. Section 2.6.Nominations of Directors; Election. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Certificate of Designation, only persons who are nominated in accordance with the following procedures will be eligible for election at a meeting of shareholders as directors of the Corporation.

  35. DIRECTORS

    | C-4 | 2025 Proxy Statement | MercadoLibre |

  36. DIRECTORS

    (a)Nominations of persons for election as directors of the Corporation may be made only at an annual meeting of shareholders (i) by or at the direction of the Board, (ii) by any shareholder of record who is entitled to vote for the election of directors at such meeting and who complies with the procedures set forth in this Section 2.6 or (iii) pursuant to the notice of the annual meeting. Nominations of persons for election as directors of the Corporation may be made at a special meeting of shareholders (i) by or at the direction of the Board, (ii) provided that the Board has determined that directors will be elected at the meeting, by any shareholder of record who is entitled to vote for the election of directors at such meeting and who complies with the procedures set forth in this Section 2.6 or (iii) pursuant to the notice of the special meeting. All nominations by shareholders must be made pursuant to timely written notice to the Secretary. (b)(i) In the event of an annual meeting of shareholders, to be timely, a shareholder’s notice must be in writing and delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 nor more than 90 calendar days prior to the anniversary date of the date on which the Corporation first mailed its proxy materials for the prior year’s annual meeting of shareholders. However, if an annual meeting was not held during the prior year or if the annual meeting is called for a date that is not within 30 calendar days before or after the anniversary of the prior year’s annual meeting, notice by the shareholder in order to be timely must be so received no later than the close of business on the later of (a) 90 calendar days prior to the annual meeting or (b) the tenth calendar day following the first public announcement of the date of the annual meeting. In no event will the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above. For purposes of the foregoing, the date on which the Corporation first mailed its proxy materials to shareholders will be the date so described in such proxy materials. (ii) In the event of a special meeting of shareholders, to be timely, a shareholder’s notice must be in writing and delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 nor more than 90 calendar days prior to the date on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting; provided, however, that if the public announcement of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting is first made less than 60 calendar days prior to the date of the special meeting, a shareholder notice must be received no later than the close of business on the tenth calendar day following the first public announcement of the date of the special meeting. (c)To be in proper written form, such shareholder’s notice must set forth or include: (i) the name and address, as they appear on the Corporation’s books, of the shareholder giving the notice and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representation that the shareholder giving the notice is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in the notice; (iii) the class and/or series and number of shares of capital stock of the Corporation owned beneficially and of record by the shareholder giving the notice and by the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description of all arrangements or understandings between or among any of (A) the shareholder giving the notice, (B) the beneficial owner on whose behalf the notice is given, (C) each nominee, and (D) any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder giving the notice; (v) such other information regarding each nominee proposed by the shareholder giving the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Commission under the Exchange Act had the nominee been nominated, or intended to be nominated, by the Board; and (vi) the signed consent of each nominee to serve as a director of the Corporation if so elected. At the request of the Board, any person nominated by the Board for election as a director must furnish to the Secretary that information required to be set forth in a shareholder’s notice of nomination that pertains to the nominee. The chairperson of the meeting will, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he or she should so determine, he or she will so declare to the meeting and the defective nomination will be disregarded. Notwithstanding the foregoing provisions of this Section 2.6(c), a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws. (d)Notwithstanding anything in these Bylaws to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least 60 calendar days prior to the anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of shareholders, a shareholder’s notice required by these Bylaws will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement was first made by the Corporation. Section 2.7.Regular Meetings. Regular meetings of the Board may be held immediately after the annual meeting of the shareholders and at such other time and place either within or outside the State of Texas as may from time to time be determined by the Board. Notice of regular meetings of the Board need not be given. Section 2.8.Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President of the Corporation, the Chief Executive Officer of the Corporation or by a majority of the Board and notice will be deemed given to each director by whom such notice is not waived, if it is given 24 hours before the start of the meeting (i) in person, (ii) by facsimile telecommunication, when directed to a number at which the director has consented to receive notice, (iii) by electronic mail, when directed to an electronic mail address at which the director has consented to receive notice, or (iv) by

  37. DIRECTORS

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  38. DIRECTORS

    other similar medium of communication, or if it is given 72 hours before the start of the meeting by mail, when deposited in the United States mail, postage prepaid, and when directed to an address to which the director has consented to receive notice. Special meetings of the Board may be held at such time and place either within or outside the State of Texas as is determined by the Board or specified in the notice of any such meeting. Section 2.9.Quorum. At all meetings of the Board, a majority of the Board will constitute a quorum. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present will be regarded as the act of the Board, unless a greater number is required by the TBOC or by the Certificate of Formation. If a quorum is not present at any meeting of the Board, the directors present at the meeting may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum was present may continue notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for the meeting. Section 2.10.Participation in Meetings by Remote Communications. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in the meeting can hear one another, and such participation in a meeting will constitute presence in person at the meeting. Section 2.11.Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place. If a meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place will be given prior to the time of the adjourned meeting to the directors that were not present at the time of adjournment. Section 2.12.Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes or proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Section 2.13.Compensation. The Board may establish such compensation for, and reimbursement of the expenses of, members of the Board and committees of the Board, as the Board may determine.