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 13, 2017
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) |
| Arias 3751, 7th Floor, Buenos Aires, Argentina C1430CRG |
| (Address of Principal Executive Offices) (Zip Code) |
011-54-11-4640-8000
(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)) | ||
| 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 13, 2017 for the following purposes:
| · | to elect the three Class I directors nominated and recommended by the Company’s board of directors, each to serve until the 2020 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified; |
| · | to hold an advisory vote on executive compensation; |
| · | to hold an advisory vote on the frequency of the advisory vote on executive compensation; and |
| · | to ratify the appointment of Deloitte & Co. S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. |
The number of outstanding shares of the Company’s common stock as of April 21, 2017, the record date for the Annual Meeting, was 44,157,364 shares. 38,759,370 shares of common stock were represented in person 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 three Class I director nominees, approved (on an advisory basis) the Company’s executive compensation, approved (on an advisory basis) annually as the frequency of future advisory votes on executive compensation and ratified the appointment of Deloitte & Co. S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1 — Election of three Class I Directors:
|
Nominee for Director |
For |
Withheld | ||
| Susan Segal | 35,668,913 | 762,175 | ||
| Mario Eduardo Vázquez | 35,207,922 | 1,223,166 | ||
| Alejandro Nicolás Aguzin | 35,836,152 | 594,936 |
In addition, there were 2,328,282 broker non-votes associated with the election of directors.
Proposal 2 — Advisory Vote on the Compensation of our Named Executive Officers:
|
For |
Against |
Abstain |
Broker Non-Votes | |||
| 35,257,036 | 701,256 | 472,796 | 2,328,282 |
Proposal 3 — Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers:
|
1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 33,560,874 | 38,067 | 891,680 | 1,940,467 | 2,328,282 |
Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm:
|
For |
Against |
Abstain |
Broker Non-Votes | |||
| 37,917,868 | 375,652 | 465,850 | * |
| * | No broker non-votes arose in connection with Proposal Four, due to the fact that the matter was considered “routine” under New York Stock Exchange rules. |
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 14, 2017 |
By: | /s/ Pedro Arnt |
| Name: | Pedro Arnt | |
| Title: | Chief Financial Officer | |