
~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2018 ANNUAL MEETING~~Table of Contents	5
~~PROPOSAL ONE: ELECTION OF THREE CLASS II DIRECTORS~~	10
~~INFORMATION ON OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~	12
~~DIRECTOR COMPENSATION~~	19
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	19
~~EXECUTIVE OFFICERS~~	20
~~BENEFICIAL OWNERSHIP OF OUR COMMON STOCK~~	20
~~EXECUTIVE COMPENSATION~~	23
~~PROPOSAL TWO: ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION~~	35
~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~	36
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~	36
~~AUDIT COMMITTEE REPORT~~	36
~~PROPOSAL THREE: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	37
~~HEADQUARTERS INFORMATION~~	39
~~OTHER MATTERS~~	39
~~STOCKHOLDER PROPOSALS FOR 2019 ANNUAL MEETING~~	39

PROPOSAL ONE:

ELECTION OF ~~THREE~~TWO CLASS II DIRECTORS

Our certificate of incorporation provides for our board to be divided into three classes, with each class having a three-year term. In accordance with our certificate of incorporation and bylaws, the number of directors that constitutes our board of directors is fixed from time to time by a resolution duly adopted by our board. Our board currently consists of ~~nine~~eight members. Information as to the directors currently comprising each class of directors and the current term expiration date of each class of directors is set forth in the following table:

~~Class~~
Class	Directors Comprising Class		Current Term Expiration Date
Class I		Susan Segal	2023 Annual Meeting
	Mario Eduardo Vázquez
	Alejandro Nicolás Aguzin
	~~2020~~
Class II	Nicolás Galperin	2021 Annual Meeting
	Meyer Malka

Class IIIII	Emiliano Calemzuk	~~Nicolás Galperin~~ ~~Meyer Malka~~ ~~Javier Olivan~~		~~2018~~ 2022 Annual Meeting
	Marcos Galperin
~~Class III~~		~~Emiliano Calemzuk~~ ~~Marcos Galperin~~ Roberto Balls Sallouti		~~2019 Annual Meeting~~

A director elected to fill a vacancy (including a vacancy created by an increase in the size of our board) will serve for the remainder of the term of the class of directors in which the vacancy occurred and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. As discussed in greater detail below in “Information on our Board of Directors—Director Independence and Family Relationships,” our board has determined that ~~seven~~six of the ~~nine~~eight current members of our board are independent directors within the meaning of the listing standards of The NASDAQ Global Select Market (the “NASDAQ”) and our corporate governance guidelines.

The terms of our ~~three~~two Class II directors are set to expire at the ~~2018~~2021 Annual Meeting. The nominating and corporate governance committee recommended, and our board nominated, ~~each of~~ Nicolás Galperin ~~Meyer Malka and Javier Olivan~~ as ~~nominees~~nominee for re-election as a Class II ~~directors~~director of our Company. Mr. Malka has chosen to not run for re-election to serve on the Board of Directors. Mr. Malka is relinquishing his position at the end of his current term, which coincides with the date of the Annual Meeting. Mr. Malka has served on the Board of Directors since 2013, providing years of valuable contributions to the Company. Mr. Malka’s decision not to stand for re-election to the Board was not based on any disagreement with the Company with respect to any matter relating to the Company’s operations, policies or practices. The nominating and corporate governance committee recommended, and our board nominated Henrique Dubugras as nominee for election as a Class II director of our Company at the ~~2018~~2021 Annual Meeting. If elected at the ~~2018~~2021 Annual Meeting, each of the Class II director nominees will serve until our ~~2021~~2024 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

If any of the nominees is unexpectedly unavailable for election, shares represented by validly delivered proxies will be voted for the election of a substitute nominee proposed by our nominating and corporate governance committee or our board may determine to reduce the size of our board. Each person nominated for election ~~and named above~~ has agreed to serve if elected.

Set forth below is biographical information for the nominees, as well as the key attributes, experience and skills that the board believes each nominee brings to the board.


MercadoLibre 2021 Proxy Statement	12


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Nominees for Election as Class II Directors

Class II Directors

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Experience:

Mr. Galperin worked at Morgan Stanley & Co. Incorporated, an investment bank, from 1994 to 2006, and his last position was managing director and head of trading and risk management for the London emerging markets trading desk, as well as a trader of high-yield bonds, emerging markets bonds and derivatives in New York and London. In 2006, Mr. Galperin founded Onslow Capital Management Limited, an investment management company that was based in London, and worked at the company until its closure in 2018. Mr. Galperin is now an investor based in London. He graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Marcos Galperin, our chairman, president and chief executive officer.

Key Attributes and Skills:

Mr. Galperin’s career in investment banking and investment management, including serving in various leadership roles at Morgan Stanley and Onslow Capital Management, provides valuable business experience and critical insights on the roles of finance and strategic transactions in our business. His particular focus on emerging capital markets and his leadership in risk management contribute key skills to our board. Based in London, Mr. Galperin brings experience with both Latin American and European businesses. In addition to this global business perspective, Mr. Galperin’s extensive experience in banking and investments includes an understanding of financial statements, corporate finance, accounting and capital markets and fixed income products and derivatives.

Nicolás Galperin, 52

Director since: 1999

MercadoLibre, Inc.’s

Board Committees:

None


MercadoLibre 2021 Proxy Statement	13

~~Nicolás Galperin~~, 49, joined our board in 1999. Mr. Galperin is the principal of Onslow Capital Management Limited, an investment management company based in London, which he founded in 2006. Mr. Galperin worked at Morgan Stanley & Co. Incorporated, an investment bank, from 1994 to 2006, and his last position was managing director and head of trading and risk management for the London emerging markets trading desk. In his career at Morgan Stanley, Mr. Galperin also acted as a trader of high-yield bonds, emerging market bonds and derivatives in New York and London. Mr. Galperin graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Marcos Galperin, our chairman, president, chief executive officer and Class III Director nominee.


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		Experience: Mr. Dubugras is the co-founder & co-CEO of Brex Inc. Brex Inc. is a company reimagining financial systems so every growing company can realize their full potential and take control of their spend and business as they scale. Prior to that position, Mr. Dubugras co-founded Pagre.me, an online payments company, EduqueMe, an educational crowdfunding company aimed at sponsoring Latin American students in United States colleges and Estudar nos EUA, a company aimed at disseminating information and opportunities related to studying abroad for both undergraduate and graduate level students. From September 2016 to March 2017 he studied computer science at Stanford University. Key Attributes and Skills: Mr. Dubugras brings a deep understanding of financial tools and services that provide critical insights to our business. Mr. Dubugras’ experience with innovation in the start-up space promises to introduce new and creative ideas for our growth and place in an evolving world. Mr. Dubugras has a wealth of technical and non-technical expertise in the financial services business along with knowledge of various financial services ecosystems. Our board believes that his experience with online payment systems, coupled with his transnational professional network, make him an asset to our Company.
Henrique Dubugras, 25 MercadoLibre, Inc.’s Board Committees: None

~~Key Attributes, Experience and Skills:~~

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION
OF THE NOMINEES FOR CLASS II DIRECTORS NAMED ABOVE


MercadoLibre 2021 Proxy Statement	14

Mr. Galperin’s career in investment banking and investment management, including serving in various leadership roles at Morgan Stanley and Onslow Capital Management, provide valuable business experience and critical insights on the roles of finance and strategic transactions in our business. His particular focus on emerging capital markets and his leadership in risk management contribute key skills to our board. Based in London, Mr. Galperin brings experience with both Latin American and European businesses. In addition to this global business perspective, Mr. Galperin’s extensive experience in banking and investments includes an understanding of financial statements, corporate finance, accounting and capital markets.


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~~Table of Contents~~

~~Meyer “Micky” Malka Rais~~, 43, joined our board in March 2013 and has served as chairman of the compensation committee and as a member of the audit committee since then. Mr. Malka is the managing partner at Ribbit Capital LP, a venture capital fund focused on investing in innovative companies in the financial services sector, a position he has held since May 2012. Mr. Malka has more than twenty years of experience building and investing in technology and financial services across three continents. Mr. Malka was the co-founder and chairman of Lemon, Inc., an online financial service enabling individuals to access a virtual wallet online, until it was purchased by LifeLock (NYSE: LOCK) in December 2013. He also served on the boards of Wonga Group Limited, a private company offering loans that emphasize transparency, speed, convenience and flexibility through the website Wonga.com from 2011 to 2015; Revista Climax, a Venezuelan magazine from 2007 to 2015; and Peixe Urbano Inc., a private company in local commerce from 2012 to 2016. Mr. Malka currently serves on the boards of Credit Karma, a private company offering free credit scores to consumers; LendingHome, an online marketplace private company for home mortgages; Invoice2go, a private company that offers invoicing solutions to small businesses on mobile applications. In 1991, at the age of 18, Mr. Malka co-founded Heptagon Group, a securities and investment broker dealer servicing the Venezuelan and U.S. markets, where he served as chief operating officer. In 1998, Mr. Malka developed the online brokerage Patagon.com, Inc., which became Latin America’s first comprehensive Internet-based financial services portal and dealer until its acquisition in March 2000 by the Spanish bank Banco Santander. Mr. Malka then served as the interim chief executive officer for OpenBank S.A., an online bank in Spain and Germany. In 2003, he co-founded Banco Lemon, a Brazilian retail bank serving the underbanked population, which went on to become one of the largest private microfinance institutions in Brazil until 2009 when it was acquired by Banco do Brasil, Latin America’s largest bank. In July 2008, Mr. Malka co-founded and was co-chief executive officer of Bling Nation Ltd., a Palo Alto-based mobile payments private company, until July 2011 when it evolved into Lemon Inc. In May 2011, Mr. Malka co-founded Banco Bracce, a Brazilian financial banking institution specializing in lending for mid-sized companies in Brazil. Banco Bracce was sold in 2015. Mr. Malka graduated with a degree in economics from the Universidad Católica Andrés Bello in Caracas, Venezuela in 1996 and currently resides in Palo Alto, California.

~~Key Attributes, Experience and Skills:~~

Mr. Malka is an entrepreneur who brings deep industry expertise and expansive operational experience to our board. He has spent his career in the financial products and payments industries, and he has gained deep understanding of the transformative role that technology can play in these industries. From co-founding one of the earliest online brokerages in Latin America to creating a microfinance bank with thousands of branches throughout Brazil, to co-founding one of the earliest mobile payments companies in the United States, Mr. Malka has been at the forefront of bringing fundamentally transformative technologies to financial services. Serving as both an executive and a board member at companies of all stages of growth, he understands how to manage the transition from a rapidly growing start-up to a successful public company, while preserving the entrepreneurial spirit necessary to continually innovate. His deep industry expertise and diverse professional experiences give him critical business insights into the challenges and opportunities that we face.

~~Javier Olivan~~, 40, joined our board in December 2012. Mr. Olivan is the Vice President of Growth at Facebook, Inc. (NYSE: FB). Since 2007, Mr. Olivan has been responsible for Facebook’s international efforts, setting strategy and driving the growth of their global user base through product, marketing and internationalization initiatives. Mr. Olivan also oversees all growth analytics, growth marketing and data science efforts. He is also working closely with Facebook’s Internet.org initiative, working with mobile operators to accelerate the adoption of the internet around the world. Prior to working at Facebook, Inc., Mr. Olivan was a product manager at Siemens Mobile where he led a cross-functional team charged with the development and market launch of handset devices. Earlier in his career, Mr. Olivan worked for NTT Corporation in Japan as a research and development engineer and was responsible for developing software that enabled high-quality wireless video transmission to mobile devices. Mr. Olivan holds a master’s degree in business administration from Stanford University and master’s degrees in both electrical and industrial engineering from the University of Navarra.

~~Key Attributes, Experience and Skills:~~

Mr. Olivan contributes extensive knowledge in creating and growing internet usage across the globe and over various platforms (web and mobile). He also has a deep understanding of how social networks work, which uniquely positions him to provide thoughtful counsel to us as we explore opportunities at the intersection of commerce and social media.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION~~

~~OF THE NOMINEES FOR CLASS II DIRECTORS NAMED ABOVE~~

~~Table of Contents~~

INFORMATION ON OUR BOARD OF

DIRECTORS AND CORPORATE

GOVERNANCE

Our business is managed by our employees under the direction and oversight of our board. Except for our chief executive officer, none of the members of our board is an employee of MercadoLibre. Our board members remain informed of our business through discussions with management, materials we provide to them, and their participation on the board and in board committee meetings.

We believe open, effective, and accountable corporate governance practices are key to our relationship with our stockholders. Our board has adopted corporate governance guidelines that, along with the charters of our board committees and our code of business conduct and ethics, provide the framework for the governance of our ~~company.~~Company. A complete copy of our corporate governance guidelines, the charters of our board committees, and our code of business conduct and ethics may be found on our investor relations website at http://~~investor.mercadolibre.com.~~investor.mercadolibre.com. Information contained on or connected to our website is not part of this proxy statement. The board regularly reviews corporate governance developments and modifies these policies as warranted. Any changes in these governance documents will be reflected onin the same location of our website.


MercadoLibre 2021 Proxy Statement	15


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Board of Directors

The following is biographical information on the remainder of our continuing directors, as well as the key attributes, experience and skills that the board believes such continuing directors bring to the board.

Class I Directors

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Experience:

Ms. Segal has been president and chief executive officer of the Americas Society and Council of the Americas since August 2003, after having worked in the private sector for more than 30 years. Prior to her current position, Ms. Segal was a founding partner of her own investment advisory firm focused primarily on Latin America and the U.S. Hispanic market. Previously, she was a partner and Latin American Group Head at JPMorgan Partners/Chase Capital Partners, where she pioneered early stage venture capital investing in Latin America. Prior to joining Chase Capital Partners, Ms. Segal was a senior managing director focused on Emerging Markets Investment Banking and Capital Markets at Chase Bank and its predecessor banks. She was actively involved in developing investment banking, building an emerging-market bond-trading unit for Latin America and was also involved in the Latin American debt crisis of the 1980s and early 1990s both chairing and sitting on various advisory committees. Ms. Segal is on the Board of Directors of Scotiabank, where she serves on the Audit and Risk Committees. Additionally, she is a director and chairperson of Scotiabank USA, a non-public subsidiary of Scotiabank. She also serves as a director of the Tinker Foundation, the Bretton Woods Committee and is a member of the Council of Foreign Relations. She is also a Board member of Vista Oil and Gas, S.A.B. de C.V. and Ribbit Leap, Ltd. In 1999, she was awarded the Order of Bernardo O’Higgins Grado de Gran Oficial in Chile and in 2009 President Uribe of Colombia honored her with the Cruz de San Carlos. In 2012, she was awarded the Order of the Mexican Aztec Eagle in Mexico and in 2019 she was awarded Peru’s Order of “Merit for Distinguished Services” in the rank of Grand Official. Ms. Segal received a master’s in business administration from Columbia University and a bachelor’s degree from Sarah Lawrence College. Ms. Segal previously served as a director of our Company from 1999 to 2002.

Key Attributes and Skills:

Ms. Segal’s impressive experience includes her background studying the economies of Latin American countries. She is also well-versed in Latin America’s prospects for growth, integration, and economic and social development, and she is knowledgeable about economic inclusion, social empowerment, markets, overall business environment, diversity issues and risk assessment. Her background includes experience in trade, finance, private equity, venture capital, social media, and infrastructure. Ms. Segal’s decades of experience in Latin America have enabled her to create an extensive network among Latin America’s political and business leaders. Given the increasing political and other challenges involved with doing business across national borders in Latin America, the board believes that Ms. Segal’s prior experience and extensive knowledge of these affairs qualify her to serve as a director of our Company.

Susan Segal, 68

Director since: 2012

MercadoLibre, Inc.’s

Board Committees:

 Audit Committee

 Compensation

Committee

(effective as of the

Annual Meeting)


MercadoLibre 2021 Proxy Statement	16

~~Susan Segal~~, 65, joined our board in April 2012 and has served as a member of the audit committee since 2012. Ms. Segal has been president and chief executive officer of the Americas Society and Council of the Americas since August 2003, after having worked in the private sector for more than 30 years. Prior to her current position, Ms. Segal was a founding partner of her own investment advisory firm focused primarily on Latin America and the U.S. Hispanic market. Previously, she was a partner and Latin American Group Head at JPMorgan Partners/Chase Capital Partners, where she pioneered early stage venture capital investing in Latin America. Prior to joining Chase Capital Partners, Ms. Segal was a senior managing director focused on Emerging Markets Investment Banking and Capital Markets at Chase Bank and its predecessor banks. She was actively involved in developing investment banking, building an emerging-market bond-trading unit for Latin America and was also involved in the Latin American debt crisis of the 1980s and early 1990s both chairing and sitting on various advisory committees. Ms. Segal is on the Board of Directors of Scotiabank, where she serves as chairperson of the Corporate Governance Committee and member of the Risk Committee. Additionally, she is a director and chairperson of Scotiabank USA, a non-public subsidiary of Scotiabank. She also serves as a director of the Tinker Foundation and is a member of the Council of Foreign Relations. She is also a Board member of Vista Oil and Gas. In 1999, she was awarded the Order of Bernardo O’Higgins Grado de Gran Oficial in Chile and in 2009 President Uribe of Colombia honored her with the Cruz de San Carlos. In 2012, she was awarded the Order of the Mexican Aztec Eagle in Mexico. Ms. Segal received a master’s in business administration from Columbia University and a bachelor’s degree from Sarah Lawrence College. Ms. Segal previously served as a director of our company from 1999 to 2002.


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Experience:

Mr. Vázquez serves as a member of the board of directors and as the president of the audit committee of Globant S.A. (NYSE: GLOB) and Despegar.com, Corp, and as President of the compensation committee and corporate governance and nominating committee of Globant S.A. Mr. Vázquez served as the chief executive officer of Grupo Telefónica in Argentina from June 2003 to November 2006, and served as a member of the board of directors of Telefónica S.A. Spain from November 2000 to November 2006. He has also served as a regular member of the board of directors of Telefónica Argentina S.A. and Telefónica Holding Argentina S.A., and as alternate member of the board of directors of Telefónica de Chile S.A until 2012. Mr. Vázquez served as a member of the board of directors of YPF S.A. and as the president of the Audit Committee of YPF S.A until 2012. Since November 2006, Mr. Vázquez has pursued personal interests in addition to his service as a director. Mr. Vázquez spent 23 years as a partner and general director of Arthur Andersen for Argentina, Chile, Uruguay and Paraguay (Pistrelli, Diaz y Asociados and Andersen Consulting—Accenture), where he served for a total of 33 years until his retirement in 1993. Mr. Vázquez previously taught as a professor of Auditing at the Economics School of the University of Buenos Aires. Mr. Vázquez received a degree in accounting from the University of Buenos Aires.

Key Attributes and Skills:

Mr. Vázquez was chosen to join our board specifically to serve our audit committee as its audit committee financial expert. We targeted a director with financial and auditing experience specific to Latin American businesses. Mr. Vázquez worked in auditing for Arthur Andersen for 33 years total, including 23 years as a partner and general director, in many of our markets, including Argentina, Chile, Uruguay and Paraguay. He also brings an academic perspective to the position from his time as a professor of Auditing at the Economics School of the University of Buenos Aires. Finally, Mr. Vázquez has employed these skills as a board member of several other technology and other companies, thus has important experience serving as a director and audit committee member.

Mario Eduardo

Vásquez, 85

Director since: 2008

MercadoLibre, Inc.’s

Board Committees:

 Audit Committee

(Chairman,

Financial Expert)

 Nominating and

Corporate

Governance

Committee

 Compensation

Committee

~~Key Attributes, Experience and Skills:~~


MercadoLibre 2021 Proxy Statement	17


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Ms. Segal’s impressive experience includes her background studying the economies of Latin American countries. She is also well-versed in Latin America’s prospects for growth, integration, and economic and social development, and she is knowledgeable about economic inclusion, social empowerment, markets, overall business environment, diversity issues and risk assessment. Her background includes experience in trade, private equity, venture capital, social media, and infrastructure. Ms. Segal’s decades of experience in Latin America have enabled her to create an extensive network among Latin America’s political and business leaders. Given the increasing political and other challenges involved with doing business across national borders in Latin America, the board believes that Ms. Segal’s prior experience and extensive knowledge of these affairs qualify her to serve as a director of our company.

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Experience:

As of May 24, 2021, Mr. Aguzin is the president of the Hong Kong Stock Exchange. Prior to that position, from 2020 to May 2021, Mr. Aguzin served as the CEO of J.P. Morgan’s International Private Bank and a member of the Operating Committee for the firm’s Asset & Wealth Management business. Mr. Aguzin held leadership roles spanning lines of business and geographies during his 30 years with J.P. Morgan, including serving as Chairman and CEO for the Asia Pacific Region from 2012 to 2020, overseeing the firm’s overall activities across Asia Pacific. Prior to that position, he was CEO for J.P. Morgan Latin America, responsible for overseeing all of J.P. Morgan’ activities in Latin America. He was also the Head of Investment Banking Coverage, Mergers & Acquisitions and Capital Markets in the region. He joined J.P. Morgan in 1990 in Buenos Aires as a financial analyst in the Credit Group and has spent his career advising clients on strategic and corporate finance transactions. In 1991, he moved to New York, where he worked in the Corporate Finance Services Group and focused primarily on cross-border mergers and acquisitions for U.S. clients. In 1992, he returned to Buenos Aires in the Investment Banking team where he participated in several privatizations, capital markets and advisory transactions. In 1996, he moved to the Latin America Mergers & Acquisitions Group in New York, being appointed head of the group in 2000. In 2002, he expanded his responsibilities and was appointed head of Latin America Investment Banking Coverage, Mergers & Acquisitions and Capital Markets, formerly known as Latin America Investment Banking. In 2005, he was appointed CEO for Latin America. During 2008 and 2009, in addition to his responsibilities as CEO for Latin America and head of Latin America Investment Banking, Mr. Aguzin served as Senior Country Officer for Brazil. Mr. Aguzin is a member of the Board of Trustees of the Asia Society as well as the Eisenhower Fellowships. He is also a member of the Asia Pacific Council of the Nature Conservancy. He holds a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania and is fluent in Spanish, Portuguese and English.

Key Attributes and Skills:

Mr. Aguzin brings a deep understanding of financial markets and investment banking activities which provide valuable business experience and critical insights on the roles of finance and strategic transactions in our business. Our board believes that his knowledge of the Latin American and Asian economies and markets, coupled with the professional network that he has developed in those regions throughout his career in investment banking, makes him an asset to our Company.

Alejandro Nicolás

Aguzin, 52

Director since: 2017

MercadoLibre, Inc.’s

Board Committees:

 Audit Committee

(effective as of the

Annual Meeting)

 Nominating and

Corporate

Governance

Committee


MercadoLibre 2021 Proxy Statement	18

~~Mario Eduardo Vázquez~~, age 82, joined our board in May 2008, has served as chairman of the audit committee since May 2008 and has served as a member of the nominating and corporate governance committee since March 2009. Mr. Vázquez serves as a member of the board of directors and as the president of the audit committee of Globant S.A. (NYSE: GLOB) and Decolar.com, Inc. Mr. Vázquez served as the chief executive officer of Grupo Telefónica in Argentina from June 2003 to November 2006, and served as a member of the board of directors of Telefónica S.A. Spain from November 2000 to November 2006. He has also served as a regular member of the board of directors of Telefónica Argentina S.A. and Telefónica Holding Argentina S.A., and as alternate member of the board of directors of Telefónica de Chile S.A until 2012. Mr. Vázquez served as a member of the board of directors of YPF S.A. and as the president of the Audit Committee of YPF S.A until 2012. Since November 2006, Mr. Vázquez has pursued personal interests in addition to his service as a director. Mr. Vázquez spent 23 years as a partner and general director of Arthur Andersen for Argentina, Chile, Uruguay and Paraguay (Pistrelli, Diaz y Asociados and Andersen Consulting—Accenture), where he served for a total of 33 years until his retirement in 1993. Mr. Vázquez previously taught as a professor of Auditing at the Economics School of the University of Buenos Aires. Mr. Vázquez received a degree in accounting from the University of Buenos Aires.


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~~Key Attributes, Experience and Skills:~~

~~Table of Contents~~

~~Alejandro Nicolás Aguzin~~, aged 49, joined our Board in January 2017 and has served as a member of the nominating and corporate governance committee since February 2018. Mr. Aguzin is the Chairman and CEO of J.P. Morgan Asia Pacific, overseeing the firm’s overall activities across Asia Pacific, as well as directly managing the Banking franchise throughout the region. He chairs the Asia Pacific Management Committee, and is also a member of J.P. Morgan’s firmwide Corporate & Investment Bank Management Committee. Mr. Aguzin was previously the CEO for J.P. Morgan Latin America, responsible for overseeing all of J.P. Morgan’s activities in Latin America. He was also the Head of Investment Banking Coverage, Mergers & Acquisitions and Capital Markets in the region. He joined J.P. Morgan in 1990 in Buenos Aires as a financial analyst in the Credit Group and has spent his career advising clients on strategic and corporate finance transactions. In 1991, he moved to New York, where he worked in the Corporate Finance Services Group and focused primarily on cross-border mergers and acquisitions for U.S. clients. In 1992, he returned to Buenos Aires in the Investment Banking team where he participated in several privatizations, capital markets and advisory transactions. In 1996, he moved to the Latin America Mergers & Acquisitions Group in New York, being appointed head of the group in 2000. In 2002, he expanded his responsibilities and was appointed head of Latin America Investment Banking Coverage, Mergers & Acquisitions and Capital Markets, formerly known as Latin America Investment Banking. In 2005, he was appointed CEO for Latin America. During 2008 and 2009, in addition to his responsibilities as CEO for Latin America and head of Latin America Investment Banking, Mr. Aguzin served as Senior Country Officer for Brazil. He holds a bachelor degree in Economics from the Wharton School of the University of Pennsylvania and is fluent in Spanish, Portuguese and English.

~~Key Attributes, Experience and Skills:~~

Class III Directors

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Experience:

Mr. Calemzuk is the CEO of 890 Fifth Avenue Partners, a Special Purpose Acquisition Company focused on the Media and Entertainment space. Prior to that position, from 2017 to 2020, Mr. Calemzuk was CEO and co-founder of RAZE, a media venture focused on the Hispanic space. In 2015 and 2016 Mr. Calemzuk partnered with Time Inc., publisher of Time, Sports Illustrated, People and other major magazine titles to assist with Time Inc.’s entry into digital video. In 2013 and 2014, Mr. Calemzuk joined Jeff Sagansky’s and Harry Sloan’s special purpose acquisition company, Silver Eagle Acquisition Company, as the target company’s Chief Executive Officer. Between 1998 and 2012 Mr Calemzuk had a successful career at News Corporation/Fox. He last served as CEO of Shine Group Americas (Unit of 21st Century Fox) from September 2010 to January 2012. From 2007 to 2010, Calemzuk served as President of Fox Television Studios. Prior to joining Fox Television Studios, Calemzuk was President of Fox International Channels Europe, based in Rome from 2002 to 2007. Before working in Italy, Calemzuk was based in Los Angeles where he served as Vice President and Deputy Managing Director of Fox Latin American Channels overseeing all operating divisions of Fox across 19 countries. Born in 1973 in Mar del Plata, Argentina, Calemzuk is a Cum Laude graduate of the University of Pennsylvania.

Key Attributes and Skills:

Mr. Calemzuk contributes significant leadership experience in media, marketing and promotions. His service as President of Fox Television Studios provides valuable business, leadership and management experience, including expertise leading a large organization with global operations, giving him a keen understanding of the issues facing a multinational business such as MercadoLibre. Similarly, he has led the growth of international operations of Fox in both Latin America and Italy. In particular, he is a leader in alternative entertainment and technology genres, uniquely positioning him to provide thought leadership and guidance as MercadoLibre adapts to a changing technology and entertainment world.

Emiliano Calemzuk, 47

Director since: 2007

Lead independent

director since 2016

MercadoLibre, Inc.’s

Board Committees:

 Nominating and

Corporate Governance

Committee

(Chairman)

 Compensation

Committee

(Chairman effective

as of the Annual

Meeting)


MercadoLibre 2021 Proxy Statement	19

~~Emiliano Calemzuk~~, age 44, joined our board in August 2007, has served as chairman of the nominating and corporate governance committee since 2007 and has served as a member of the compensation committee since 2008. Mr. Calemzuk was appointed as our lead independent director in February 2016.Mr. Calemzuk is the CEO and co-founder of RAZE, a mobile-first digital media company. Prior to that position, Mr. Calemzuk had a 14-year long career at News Corporation/Fox as head of several business units. From September 2010 to January 2012, Mr. Calemzuk served as Chief Executive Officer of Shine Group Americas (a unit of 21st Century Fox). From 2007 to 2010, ~~Mr.~~ ~~Calemzuk was President of Fox Television Studios, a supplier of programming to U.S. cable and broadcast networks.~~ From 2002 to 2007, Mr. Calemzuk served as president of Fox International Channels Europe. From 2000 to 2002, Mr. Calemzuk was vice president and deputy managing director of Fox Latin American Channels and was also employed as general manager of Fox Kids Latin America. Mr. Calemzuk also serves as chairman of the advisory board of The Heart of Los Angeles Organization, a non-profit organization for which he has served since 2010. Mr. Calemzuk holds a bachelor’s degree, ~~cum laude, from the University of Pennsylvania.~~


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Imagen 43

Experience:

Mr. Galperin serves on the boards of Televisa, a media company in Mexico and Onapsis, a cyber-security company. He also served as a director of Globant S.A. (NYSE: GLOB) until his resignation in April 2020. Prior to working with us, Mr. Galperin worked in the fixed income department of J.P. Morgan Securities Inc. in New York from June to August 1998 and at YPF S.A., an integrated oil company, in Buenos Aires, Argentina, where he was a Futures and Options Associate and managed YPF’s currency and oil derivatives program from 1994 to 1997. Mr. Galperin received an MBA from Stanford University and graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Nicolás Galperin, a Class II Director.

Key Attributes and Skills:

Mr. Galperin brings leadership and extensive experience and knowledge of our Company and industry to the board. As the founder, chief executive officer and president of our Company, Mr. Galperin has the most long-term and valuable hands-on knowledge of the issues, opportunities and challenges facing us and our business. In addition, Mr. Galperin brings his broad strategic vision for our Company to the board. Mr. Galperin’s service as our chairman, president and chief executive officer provides a critical link between management and the board, enabling the board to perform its oversight function with the benefits of management’s perspectives on the business.

Marcos Galperin, 49

Director since: 1999

Chairman of the Board,

President, co-founder

and CEO

MercadoLibre, Inc.’s

Board Committees:

None

~~Key Attributes, Experience and Skills:~~


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	Experience: Roberto Sallouti is the Chief Executive Officer and a member of the Board of Directors of BTG Pactual, a Brazilian financial company operating in investment banking and global wealth and asset management markets in Latin America. Mr. Sallouti joined BTG Pactual in 1994, and became a partner in 1998. He was named Chief Operating Officer in 2008, having previously been responsible for the firm’s Fixed Income Division and joint head of the Latin American FICC group at UBS AG. He was named Chief Executive Officer in 2015. In 2008, he co-founded BTG Investments, which acquired Banco Pactual back from UBS in 2009. Mr. Sallouti holds a bachelor of science degree in economics, with concentrations in finance and marketing, from The Wharton School at the University of Pennsylvania. Key Attributes and Skills: Mr. Sallouti brings a deep understanding of financial markets, investment banking activities, accounting and business management. He also has more than 15 years of experience in the implementation, management and improvement of background and support structures in financial institutions. Our board believes that his knowledge of Brazilian and Latin American economies and markets, coupled with the professional network that he has developed in Latin America throughout his career in investment banking, makes him an asset to our Company.
Roberto Balls Sallouti, 49
Director since: 2014
MercadoLibre Inc.’s Board Committees: None


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~~Marcos Galperin~~, age 47, is one of our co-founders and has served as our chairman, president and chief executive officer and one of our directors since our inception in October 1999. Mr. Galperin serves on the boards of Endeavor, a non-profit organization that selects mentors and accelerates high impact entrepreneurs around the world; Fundación Universidad de San Andrés (FUDESA) which manages the Universidad de San Andrés, an Argentine university located in Buenos Aires, Argentina which offers undergraduate, specializations and post-graduate degrees in several disciplines; Onapsis, a cyber-security company; and Globant S.A. (NYSE: GLOB), a technology service provider focused on delivering software solutions by leveraging emerging technologies and trends that is listed on the NYSE, where he also serves as a member of the Compensation and Corporate Governance and Nominating Committees. Prior to working with us, Mr. Galperin worked in the fixed income department of J.P. Morgan Securities Inc. in New York from June to August 1998 and at YPF S.A., an integrated oil company, in Buenos Aires, Argentina, where he was a Futures and Options Associate and managed YPF’s currency and oil derivatives program from 1994 to 1997. Mr. Galperin received an MBA from Stanford University and graduated with honors from the Wharton School of the University of Pennsylvania. Mr. Galperin is the brother of Nicolás Galperin, a Class II Director.


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~~Key Attributes, Experience and Skills:~~

Mr. Galperin brings leadership and extensive experience and knowledge of our company and industry to the board. As the founder, chief executive officer and president of our company, Mr. Galperin has the most long-term and valuable hands-on knowledge of the issues, opportunities and challenges facing us and our business. In addition, Mr. Galperin brings his broad strategic vision for our company to the board. Mr. Galperin’s service as our chairman, president and chief executive officer provides a critical link between management and the board, enabling the board to perform its oversight function with the benefits of management’s perspectives on the business.

~~Roberto Balls Sallouti~~, 46, has served as a member of the board of directors since October 2014. Roberto Sallouti is the Chief Executive Officer and a member of the Board of Directors of BTG Pactual, a Brazilian financial company operating in investment banking and global wealth and asset management markets in Latin America. Mr. Sallouti joined BTG Pactual in 1994, and became a partner in 1998. He was named Chief Operating Officer in 2008, having previously been responsible for the firm’s Fixed Income Division. He was named Chief Executive Officer in 2015. Mr. Sallouti holds a bachelor of science degree in economics, with concentrations in finance and marketing, from The Wharton School at the University of Pennsylvania.

~~Key Attributes, Experience and Skills:~~

Mr. Sallouti brings a deep understanding of financial markets, investment banking activities and in the fixed income area. Our board believes that his knowledge of Brazilian and Latin American economies and markets, coupled with the professional network that he has developed in Latin America throughout his career in investment banking, makes him an asset to our company.

Director Independence and Family Relationships

NASDAQ rules require listed companies to have a board of directors with at least a majority of independent directors. Under NASDAQ’s rules, in order for a director to be deemed independent, our board must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities as a director of our ~~company.~~Company. As part of our corporate governance guidelines, our board has adopted guidelines setting forth categories of relationships that it has deemed material for purposes of making a determination regarding a director’s independence. On an annual basis, each member of our board is required to complete a questionnaire designed to provide information to assist our board in determining whether the director is independent under NASDAQ rules and our corporate governance guidelines. Our board has determined that each of Messrs. Calemzuk, Malka, ~~Olivan,~~ Vázquez, Sallouti, Aguzin and Ms. Segal, is independent under the listing standards of NASDAQ and our corporate governance guidelines. Our board has determined that Mr. Dubugras will also be considered an independent director if he is elected at the Annual Meeting. Our governance guidelines require any director who has previously been determined to be independent to inform the chairman of our board and our corporate secretary of any change in circumstance that may cause his or her status as an independent director to change.

Other than our chief executive officer and Mr. Nicolás Galperin, who are brothers, there are no family relationships among our officers and directors, nor are there any arrangements or understandings between any of our directors or officers or any other person pursuant to which any officer or director was or is to be selected as an officer or director.

Board Leadership Structure

We do not have a fixed policy with respect to the separation of the offices of the chairman of the board and chief executive officer and believe that any determination in this regard is part of the executive succession planning process. The board understands that there is no single, generally accepted approach to providing board leadership and, in light of the competitive and dynamic environment in which we operate, the appropriate board leadership structure may vary from time to time as circumstances warrant.

Mr. Galperin currently serves as both our chairman and our president and chief executive officer. Our board believes service in these dual roles is in the best interests of our ~~company~~Company and our stockholders. Mr. Galperin co-founded our ~~company,~~Company, has served as chief executive officer since our inception and is the only member of management on the board. The board is confident that he possesses the most thorough knowledge of the issues, opportunities and challenges facing us and our business and, accordingly, is the person best positioned to develop agendas that ensure that the board’s time and attention are focused on the most critical matters. His combined role enables decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees and users.

Because the board also believes that strong, independent board leadership is a critical aspect of effective corporate governance, the board has established the position of lead independent director. The lead independent director is an independent director elected annually by the board. Mr. Calemzuk currently serves as the lead independent director, a position to which he was appointed in February 2016. As lead independent director, he chairs and has authority to call formal closed sessions of the independent directors, leads board meetings in the absence of the chairman, and leads the annual board self-assessment process. In addition, the lead independent director, together with the chair of the nominating and corporate governance committee, conducts interviews to confirm the continued qualification and willingness to serve of each director whose term is expiring at an annual meeting prior to the time at which directors are nominated for re-election.

Our board will continually evaluate the current leadership structure of the board with the goal of maximizing its effectiveness.


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~~Risk~~

Risk Oversight

Our board of directors provides various forms of risk oversight. As part of this process, the board seeks to identify, prioritize, source, manage and monitor our critical risks. To this end, our board periodically, and at least annually, reviews the material risks faced by us, our risk management processes and systems and the adequacy of our policies and procedures designed to respond to and mitigate these risks.

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The board has generally retained the primary risk oversight function and has an active role, in its entirety and also at the committee level, in overseeing management of our material risks. The board regularly reviews information regarding our operations, strategic plans and liquidity, as well as the risks associated with each. The audit committee oversees management of financial and internal control risks as well as the risks associated with related party transactions. Our head of internal audit reports directly to the audit committee. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The nominating and corporate governance committee oversees the management of risks associated with the composition and independence of our board and oversees our corporate governance policies and procedures related to risk management, including our whistleblower procedures, insider trading policy and corporate governance guidelines. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through committee reports about such risks.

Anti-hedging and anti-pledging policies

Our directors and employees (including officers) and any of their designees are prohibited from engaging in hedging transactions with respect to Company securities, including through the use of derivative instruments or through the establishment of a short position in the Company’s securities. In addition, directors and employees (including officers) and any of their designees are prohibited from pledging Company securities as collateral for a loan or from holding Company securities in a margin account.

Stockholder Communications with our Board

Stockholders may communicate with our board, board committees or individual directors, including the lead independent director, c/o Corporate Secretary, ~~Arias 3751, 7th~~Pasaje Posta 4789, 6th Floor, Buenos Aires, Argentina, ~~C1430CRG.~~C1430EKG. The nominating and corporate governance committee has delegated responsibility for initial review of stockholder communications to our ~~manager~~head of ~~investor relations.~~Investor Relations. In accordance with the committee’s instructions, our investor relations team will summarize all correspondence and make it available to each member of our board. In addition, ~~the manager~~our head of ~~investor relations~~Investor Relations will forward copies of all stockholder correspondence to each member of the nominating and corporate governance committee, except for communications that are (a) advertisements or promotional communications, (b) solely related to complaints by users with respect to ordinary course of business customer service and satisfaction issues or (c) clearly unrelated to our business, industry, management or board or committee matters.

Attendance at Annual Meetings

We do not have a policy regarding director attendance at annual meetings of our stockholders. NoThree members of our board of directors ~~were able to attend~~attended our ~~2017~~2020 Annual Meeting of ~~Stockholders in person.~~

Stockholders.

Formal Closed Sessions

At the conclusion of each regularly scheduled board meeting, the independent directors have the opportunity to meet without our management or the other directors. The lead independent director leads these discussions.

Board Compensation

Board compensation is determined by our board following a recommendation from our compensation committee. Only the directors who our board determines to be independent directors receive compensation for their service. Board compensation for our independent directors has in recent years primarily consisted of cash compensation. Director compensation is reviewed from time to time by the compensation committee for recommendation to our board. Current board compensation is described under the heading “Director Compensation” below.


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Outside Advisors

The board and each of its committees may retain outside advisors and consultants of their choosing at our expense. The board does not need to obtain management’s consent to retain outside advisors.

Conflicts of Interest

We expect our directors, executives and employees to conduct themselves with the highest degree of integrity, ethics and honesty. MercadoLibre’s credibility and reputation depend upon the good judgment, ethical standards and personal integrity of each director, executive and employee. In order to better protect MercadoLibre and its stockholders, we periodically review our code of business conduct and ethics to ensure that it provides clear guidance to our ~~employees~~directors, executives and ~~directors.~~

employees.

Transparency

We believe it is important that our stockholders understand our governance practices. In order to help ensure the transparency of our practices, we have posted information regarding our corporate governance procedures on our investor relations website at http://investor.mercadolibre.com.

Board Effectiveness and Director Performance Reviews

It is important to us that our board and its committees are performing effectively and in the best interests of our ~~company~~Company and our stockholders. The board and each committee performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. Our lead independent director follows up on this feedback and takes such further action with directors receiving comments and other directors as ~~she~~he deems appropriate.

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Succession Planning

The board recognizes the importance of effective executive leadership to MercadoLibre’s success, and meets to discuss executive succession planning at least annually. As part of this process, our board reviews the capabilities of our senior leadership as set out in written succession planning documents and identifies and discusses potential successors for members of our executive ~~staff,~~team, including the chief executive officer. Our nominating and corporate governance committee leads the succession planning process for our chief executive officer and other senior officers and performs a similar analysis with respect to the rest of our board.

Auditor Independence

We have taken a number of steps to ensure the continued independence of our independent registered public accounting firm. Our independent registered public accounting firm reports directly to the audit committee, and we limit the use of our auditors for non-audit services. The fees for services provided by our auditors in ~~2017~~2020 and ~~2016~~2019 and our policy on pre-approval of non-audit services are described under the section below entitled “Proposal Three: Ratification of Independent Registered Public Accounting Firm.”

Corporate Hotline

We have ~~established~~an anonymous and confidential whistleblower hotline for employees and third parties to report illegal or non-ethical behaviors. Complaints received through the hotline are analyzed and investigated by a ~~corporate telephone hotline~~compliance team appointed by the Head of Risk and ~~Internet site~~Compliance to ~~allow~~that effect. If the investigation confirms any ~~employee~~wrongdoing, a report is issued with a recommendation of corrective actions that aim to ~~confidentially~~remedy the situation and/or identify and ~~anonymously lodge a complaint about~~control any ~~accounting, internal control, auditing or~~ other ~~matter~~irregularities. In turn, the Company’s Management will follow the recommendations in the report by implementing those remediate actions.


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Affirmation of ~~concern.~~our ESG Practices and Performance

Our work on environmental, social and governance (ESG) matters has resulted in greater disclosure surrounding our ongoing practices. Since 2012, we have published an Impact Report, which shares the progress of our ESG commitments. Our 2020 Impact Report is available on our website:https://sustentabilidadmercadolibre.com/en.


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Board Committees

Board committees help our board perform effectively and efficiently, but do not replace the oversight responsibility of our board as a whole. There are currently three principal standing board committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Each committee meets regularly and has a written charter that has been approved by our board, which is available on our investor relations website at http://investor.mercadolibre.com. In addition, at each regularly scheduled board meeting, a member of each committee reports on any significant matters addressed by the committee subsequent to the board’s most recent prior meeting. Each committee performs an annual self-assessment to evaluate its effectiveness in fulfilling its obligations.

The following table lists the ~~current~~ members of each of our three principal standing board ~~committees:~~

committees as of the filing date of this Proxy Statement:

	Audit	Compensation	Nominating & Corporate Governance
Emiliano Calemzuk*		X ●	Chair
Meyer Malka*	X ●	Chair
Susan Segal*	X ●
Mario Vázquez*	Chair	X ●	X ●
Nicolás Aguzin*			X ●

The following table lists the members of each of our three principal standing board committees as of the Annual Meeting:

	*	~~Independent Director.~~
		Audit	Compensation	Nominating & Corporate Governance
Emiliano Calemzuk*			Chair	Chair
Susan Segal*		●	●
Mario Vázquez*		Chair	●	●
Nicolás Aguzin*		●		●

* Independent Director.


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Audit Committee

The audit committee, which met ~~four~~six times and took ~~five~~four actions by unanimous written consent during fiscal year ~~2017,~~2020, is comprised of Mr. Vázquez (Chairman), Mr. Malka and Ms. Segal. Following the Annual Meeting, the audit committee will be comprised of Mr. Vázquez (Chairman), Mr. Aguzin and Ms. Segal. Our board has determined that each of the directors serving on our audit committee (or that will be serving on our audit committee following the Annual Meeting) is independent as defined under the rules of the SEC and as defined in the Listing Rules of NASDAQ, and that, based on his professional qualifications and experience described above, Mr. Vázquez is an “audit committee financial expert,” as defined under the rules of the SEC. The audit committee is responsible for:

●

reviewing the performance of our independent registered public accounting firm and making recommendations to our board regarding the appointment or termination of our independent registered public accounting firm;

●

considering and approving, in advance, all audit and non-audit services to be performed by our independent registered public accounting firm;

●

overseeing management’s establishment and maintenance of our accounting and financial reporting processes, including our internal controls and disclosure controls and procedures, and the audits of our financial statements;

●

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal control or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

●

investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisers as the audit committee deems necessary;

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●

determining compensation of the independent registered public accounting firm, compensation of advisors hired by the audit committee and ordinary administrative expenses;

●

reviewing annual and quarterly financial statements prior to their release;

●

preparing the report required by the rules and regulations of the SEC to be included in our annual proxy statement;

●

reviewing and assessing the adequacy of the committee’s formal written charter on an annual basis;

●

reviewing and discussing with management our major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal and regulatory risks, and the steps we have taken to detect, monitor and actively manage such exposures;

●

reviewing significant legal, compliance and regulatory matters that could have a material impact on our financial statements or our business, including material notices to or inquiries received from governmental agencies;

●

receiving and considering the independent auditors’ comments as to controls, adequacy of staff, and management performance and procedures in connection with audit and financial controls; ~~and~~

reviewing the experience and qualifications of senior members of the internal audit function on an annual basis, including the responsibilities, staffing, budget and quality control procedures of the internal audit function; and

●

handling such other matters that are specifically delegated to the audit committee by our board from time to time.

For more information, please see “Audit Committee Report” beginning on page 3654 of this proxy statement.

Our board has adopted a written charter for our audit committee, which is posted on our investor relations website at http://investor.mercadolibre.com.


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Compensation Committee

The compensation committee, which met ~~once~~one time and took ~~one action~~three actions by unanimous written consent during fiscal year ~~2017,~~2020, is comprised of Messrs. Malka (Chairman), Calemzuk and Vazquez. Following the Annual Meeting, the compensation committee will be comprised of Messrs. Calemzuk (Chairman) and Vazquez and Ms. Segal. Our board has determined that each of the directors serving on our compensation committee (or that will be serving on our compensation committee following the Annual Meeting) is independent as defined in the Listing Rules of NASDAQ. ~~The~~Pursuant to its charter, the compensation committee is responsible for:

●

recommending to our board for determination, the compensation and benefits of all of our executive officers and key employees;

●

recommending to our board for determination, the compensation and benefits of non-employee directors;

●

monitoring and reviewing our compensation and benefit plans to ensure that they meet corporate objectives;

●

administering our stock plans and other incentive compensation plans and preparing recommendations and periodic reports to our board concerning these matters;

●

preparing the report required by the rules and regulations of the SEC to be included in our annual proxy statement and assisting management in the preparation of the compensation discussion and analysis included in this proxy statement; and

●

such other matters that are specifically delegated to the compensation committee by our board from time to time.

Our board has adopted a written charter for our compensation committee, which is posted on our investor relations website at http://investor.mercadolibre.com.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee, which ~~did not meet and took one action by unanimous written consent~~met twice during fiscal year ~~2017,~~2020, is comprised of Messrs. Calemzuk (Chairman), Aguzin and Vázquez. Our board has determined that each of the directors serving on our nominating and corporate governance committee is independent as defined in the Listing Rules of NASDAQ. The nominating and corporate governance committee is responsible for:

●

recommending to our board for selection, nominees for election to our board;

●

making recommendations to our board regarding the size and composition of the board, committee structure and membership and retirement procedures affecting board members;

●

monitoring our performance in meeting our obligations of fairness in internal and external matters and our principles of corporate governance;

●

reviewing correspondence received from stockholders; and

●

such other matters that are specifically delegated to the nominating and corporate governance committee by our board from time to time.

Our board has adopted a written charter for our nominating and corporate governance committee, which is posted on our investor relations website at http://investor.mercadolibre.com. That charter requires the nominating and corporate governance committee to consider the desired composition of our board, including such factors as expertise and diversity, and our corporate governance guidelines provide that, in consideration of the composition of our board, diversity of backgrounds and expertise should be emphasized.


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Other Committees

From time to time, our board may establish other committees as circumstances warrant. Those committees will have the authority and responsibility as delegated to them by our board.

Code of Business Conduct and Ethics

Our board has adopted a code of business conduct and ethics that applies to our officers, directors and employees. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote:

●

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

●

full, fair, accurate, timely and understandable disclosure in our SEC filings and other public communications;

●

compliance with applicable governmental laws, rules and regulations;

●

prompt internal reporting of violations of the code to appropriate persons identified in the code; and

●

accountability for adherence to the code.

Our audit committee must approve any waiver of the code of business conduct and ethics for our executive officers or directors, and any waiver shall be promptly disclosed. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the code of business conduct and ethics applicable to our chief executive officer and chief financial officer by posting the required information on our investor relations section of our website at http://investor.mercadolibre.com.


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Director Nominations

Nominating and Corporate Governance Committee.The nominating and corporate governance committee of our board performs the functions of a nominating committee. The nominating and corporate governance committee’s charter describes the committee’s responsibilities, including identifying, reviewing, evaluating and recommending director candidates for nomination by our board. Our corporate governance guidelines also contain information concerning the responsibilities of the nominating and corporate governance committee with respect to identifying and evaluating director candidates. Both documents are published on our investor relations website at http://investor.mercadolibre.com.

Director Candidate Recommendations and Nominations by Stockholders.The nominating and corporate governance committee’s charter provides that the committee will consider director candidates recommended by stockholders. The charter of the nominating and corporate governance committee provides that it will evaluate all candidates for election to our board, regardless of the source from which the candidate was first identified, based on the totality of the merits of each candidate and not based upon minimum qualifications or attributes. Stockholders should submit any such recommendations for the consideration of our nominating and corporate governance committee through the method described under “Stockholder Communications” above. In addition, any stockholder of record entitled to vote for the election of directors may nominate persons for election to our board if that stockholder complies with the notice procedures summarized in “Stockholder Proposals for ~~2019~~2022 Annual Meeting” beginning on page 3957 of this proxy statement.

Process for Identifying and Evaluating Director Candidates.The nominating and corporate governance committee evaluates all director candidates in accordance with the criteria described in our corporate governance guidelines and the nominating and corporate governance committee charter. The committee evaluates any candidate’s qualifications to serve as a member of our board based on the skills and characteristics of individual board members as well as the composition of our board as a whole. In addition, the nominating and corporate governance committee will evaluate a candidate’s independence, skills, experience, reputation, integrity, potential for conflicts of interest and other appropriate qualities in the context of our board’s needs.

Director diversity. We do not have a formal policy about diversity of our board membership, but the nominating and corporate governance committee will consider a broad range of factors when nominating individuals for election as directors, including differences of viewpoint, professional experience, education, skill, other personal qualities and attributes, race, gender and national origin. The nominating and corporate governance committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits.

Directors Attendance at Meetings of our Board of Directors

and Board Committees

Our board held ~~six~~five meetings and took ~~four~~ten actions by written consent during the fiscal year ended December 31, ~~2017. Other than Roberto Balls Sallouti, all~~2020. All of our directors attended 75% or more of the aggregate of all meetings of the board of directors and the board committees on which they served during ~~2017.~~2020.


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~~DIRECTOR~~

DIRECTOR COMPENSATION

On August ~~2, 2016,~~6, 2019, our board, upon the recommendation of the compensation committee, adopted a director compensation program that ~~sets~~set compensation for our independent directors for service during the ~~period from June 2016 to June 2019. The 2017 portion of this director compensation program (the “2017 Director Program”), which became effective as of June 13, 2017, provides that~~one year periods commencing at the Company’s annual shareholders’ meeting in 2019, 2020 and 2021. For 2020, each independent director ~~receives~~received an annual cash retainer fee for board services ~~from June 13, 2017 to June 15, 2018 comprised~~and a grant of ~~a non-adjustable board service award and an adjustable board service award.~~shares of restricted stock. The ~~non-adjustable board service award consists~~cash retainer fee consisted of a fixed cash payment of ~~$60,000.~~$72,000. The ~~adjustable board~~shares of restricted stock (“Shares”) had a value equal to $120,000, based on the market value of the Company’s stock. The Shares are subject to forfeiture and transfer restrictions until the date of the annual shareholders’ meeting taking place in the year after which the independent director received such Shares. Additional annual cash retainer fees were paid to each individual serving the Board in one of the following capacities, in the amount of: $15,000 to the chair of the nominating and corporate governance committee of the Board, $30,000 to lead independent director of the Board, $21,913 to the chair of the audit committee of the Board and $21,913 to the chair of the compensation committee of the Board. Both the cash and equity-based compensation is subject to forfeiture in the event that any independent director does not complete the full year of service award consists of a fixed cash amount of $100,000 multiplied by the quotient of (a) the average closing sale price of our common stock on NASDAQ during the 30-trading day period preceding the 2018 Annual Meeting of Stockholders divided by (b) the average closing sale price of our common stock on NASDAQ during the 30-trading day period preceding the 2017 Annual Meeting of Stockholders.

for which such compensation is due.

The compensation committee periodically reviews our director compensation policy with the primary objective of matching compensation levels to the relative demands associated with serving on our board and its various committees.

Directors who are not classified as independent directors by our board do not receive any compensation for their service as directors on our board. We reimburse our non-employee directors for travel and other reasonable out-of-pocket expenses incurred in attending meetings of our board and its committees.


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Director Compensation for ~~2017~~

2020

The following table summarizes compensation earned by our non-employee directors for the fiscal year ended December 31, ~~2017:~~2020. Mr. Nicolás Galperin receives no compensation for his service on the board, in accordance with our policy not to compensate non-independent directors, and is not included in this table.

Name		Fees Earned or Paid in Cash (1)		Stock Awards (2)		Total
Emiliano Calemzuk	$	117,093	$	119,907	$	237,000
Meyer Malka		94,006		119,907		213,913
Susan Segal		72,093		119,907		192,000
Mario Eduardo Vázquez		94,006		119,907		213,913
Roberto Balls Sallouti		72,093		119,907		192,000
Alejandro Nicolás Aguzin		72,093		119,907		192,000
Total	$	521,384	$	719,442	$	1,240,826

Name
Fees Earned or Paid
in Cash ($) (1)

Non-Equity
Incentive Plan
Compensation
(2)
Total ($)

Emiliano Calemzuk 81,689 151,769 233,457
Nicolás Galperin (3) - - -
Meyer Malka 81,689 151,769 233,457
Javier Olivan 59,836 151,769 211,604
Susan Segal 59,836 151,769 211,604
Mario Eduardo Vázquez 81,689 151,769 233,457
Roberto Balls Sallouti 59,836 151,769 211,604
Alejandro Nicolás Aguzin 57,863 144,888 202,751
Michael Spence 26,795 93,468 120,263

~~(1)~~	~~Other than for Mr. Spence, the~~

(1)	The amounts in this column include all fees earned for calendar year 2020, as described above, and additional retainers for committee chairs and the lead independent director, with the chair of each of the audit committee, the compensation committee and the nominating and corporate governance committee and the lead independent director receiving an additional cash retainer. As a result, the amounts include (i) the portion of the ~~annual retainer and committee chair or lead independent director retainers~~fees earned under the ~~2017~~2020 Director Compensation Program for the period June ~~13, 2017~~ to December, ~~31, 2017~~2020 and (ii) the portion of the ~~annual retainer and committee chair or lead independent director retainers~~fees earned under the ~~prior director compensation program that covered~~2019 Director Compensation Program for the period January ~~1, 2017~~ to June, ~~12, 2017 (the “2016 Director Program~~”). Mr. Spence’s term expired at the 2017 Annual Meeting of Stockholders and the amounts in this column represent the portion of the annual retainer and committee chair or lead independent director retainers earned by Mr. Spence under the 2016 Director Program.2020.

Under the 2016 Director Program, each independent director received an annual retainer of $60,000 and a cash incentive award for their service on the board from June 10, 2016 to June 12, 2017. The cash incentive award was equal to the product of $100,000 multiplied by the quotient of (a) the average closing sale price of our common stock on NASDAQ during the 30 trading day period preceding the 2017 Annual Meeting of Stockholders divided by (b) the average closing sale price of our common stock on NASDAQ during the 30 trading day period preceding the 2016 Annual Meeting of Stockholders. The 2016 Director Program also included additional retainers for committee chairs and the lead independent director, with the chair of each of the audit committee, the compensation committee and the nominating and corporate governance committee and the lead independent director receiving an additional cash retainer in the amount of $21,913, $21,913, $7,304 and $14,609, respectively.

(2)

The amounts in this column include the ~~adjustable board service award~~fair value at the grant dates for stock awards earned ~~under~~during the 2016 Director Program for the period from January 1, 2017 to June 12, 2017. The amount of the adjustable board service award under the 2017 Director Program is not determinable until the date of the 2018 Annual Meeting of Stockholders.calendar year 2020.

~~(3)~~

Mr. Nicolás Galperin is not an independent director and did not receive any compensation for his services on our board in 2017 in accordance with our policy not to compensate non-independent directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of our common stock with the SEC. Officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

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Delinquent Section 16(a) Reports

Based solely upon review of the copies of such reports furnished to us or prepared by us and written representations that no other such reports were required, we believe that during the period from January 1, ~~2017~~2020 through December 31, ~~2017,~~2020, all Section 16(a) filing requirements applicable to our officers, directors and greater-than-10% beneficial owners were complied with on a timely ~~basis.~~basis, with the exception of one transaction for Marcos Galperin that was reported on a Form 5 filed on February 2, 2021.


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EXECUTIVE OFFICERS

Our executive officers serve at the discretion of our board, and serve until their successors are elected and qualified or until their earlier death, resignation or removal. The following table contains information regarding our executive officers as of ~~March 1, 2018.~~

April 29, 2021.

~~Name~~	~~Age~~	~~Position~~
Name		Age	Position
Marcos Galperin	47	49	Chairman of the Board, President and Chief Executive Officer
Pedro Arnt	44	47	Executive Vice President and Chief Financial Officer
Stelleo Tolda	50	53	Commerce President
Osvaldo Giménez		51	Fintech President
Daniel Rabinovich		43	Executive Vice President and Chief Operating Officer
~~Osvaldo Giménez~~	48	~~Executive Vice President—Payments~~
~~Daniel Rabinovich~~	40	~~Executive Vice President and Chief Technology Officer~~
Marcelo Melamud	48	50	Senior Vice President and Chief Accounting Officer

For biographical information on our chief executive officer, please see the biographical description provided above under the caption “Information on Our Board of Directors and Corporate Governance.”


	Pedro Arnthas served as our chief financial officer since June 1, 2011. Prior to his appointment as chief financial officer, Mr. Arnt served in various capacities since joining MercadoLibre in December 1999. He initially led the business development and marketing teams as vice president, and later managed our customer service operations. He then held the position of vice president of strategic planning, treasury and investor relations, actively participating in our transition from a private to a public company, and playing an important role in capital markets, corporate finance, strategic planning and treasury initiatives. Prior to joining MercadoLibre, Mr. Arnt worked for The Boston Consulting Group. He is a Brazilian citizen and holds a bachelor’s degree, magna cum laude, from Haverford College and a master’s degree from the University of Oxford.

	Stelleo Toldahas been our Commerce President since August 2020. Prior to this position, from 2019 until August 2020, Mr. Tolda was our Chief Operating Officer (Commerce), and from 2009 until 2019, our Chief Operating Officer. Prior to this appointment, he served as a senior vice president and as our country manager of Brazil since 1999. In that role he guided MercadoLibre to its current position as the leading e-commerce marketplace in Brazil. Before joining MercadoLibre, Mr. Tolda worked at Lehman Brothers Inc. in the United States in 1999, and at Banco Pactual and Banco Icatu in Brazil, from 1996 to 1997 and 1994 to 1996, respectively. He holds a master’s in business administration from Stanford University, and a master’s degree and bachelor’s degree in mechanical engineering, also from Stanford.


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~~Pedro Arnt~~ has served as our chief financial officer since June 1, 2011. Prior to his appointment as chief financial officer, Mr. Arnt served in various capacities since joining MercadoLibre in December 1999. He initially led the business development and marketing teams as vice president, and later managed our customer service operations. He then held the position of vice president of strategic planning, treasury and investor relations, actively participating in our transition from a private to a public company, and playing an important role in capital markets, corporate finance, strategic planning and treasury initiatives. Prior to joining MercadoLibre, Mr. Arnt worked for The Boston Consulting Group. He is a Brazilian citizen and holds a bachelor’s degree, magna cum laude, from Haverford College and a master’s degree from the University of Oxford.


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	Osvaldo Giménez has been our Fintech President since August 2020. Prior to this appointment, he was responsible for MercadoPago operations, a position to which he was appointed in February 2004. Mr. Giménez joined MercadoLibre in January 2000 as country manager of Argentina and Chile. Before joining us, Mr. Giménez was an associate in Booz Allen and Hamilton and worked for Santander Investments in New York. Mr. Giménez received a master’s in business administration from Stanford University and graduated from Buenos Aires Technological Institute with a bachelor’s degree in industrial engineering.

	Daniel Rabinovichhas been our Chief Operating Officer since August 2020. Prior to this appointment, from 2019 until August 2020, Mr. Rabinovich was our Chief Operating Officer (Product & Technology), and prior to that he served as our Chief Technology Officer, a position to which he was appointed in January 2011. Before his appointment as Chief Technology Officer, Mr. Rabinovich served as our vice president of product development since January 2009, having joined MercadoLibre in March 2000 as an application architect. Before joining us, he worked in the application architecture team at PeopleSoft. Mr. Rabinovich holds a master’s degree in Technological Services Management from the Universidad de San Andres and graduated with honors from Buenos Aires University with a degree in information systems.

	Marcelo Melamudis a senior vice president and has served as our chief accounting officer since August 2008. Prior to this appointment, Mr. Melamud served as our vice president—administration and control, a position to which was appointed in April 2008. From July 2004 through March 2008, he served as the director of finance of MDM Hotel Group, a developer, owner and operator of Marriott branded hotels in Miami, Florida. From July 1998 through July 2004, Mr. Melamud worked in various finance roles for Fidelity Investments, a provider of investment products and services. During his work at Fidelity Investments, Mr. Melamud served as the director of finance of the World Trade Center Boston/Seaport Hotel and he also served as the director of finance of MetroRed Telecom Group Ltd., a fiber-optic telecommunication provider of data, value added and hosting services within Latin America. Mr. Melamud received his master’s in business administration from the Olin Graduate School of Business at Babson College and is a certified public accountant in Argentina.

~~Stelleo Tolda~~ has served as our chief operating officer since April 1, 2009. Prior to his appointment as chief operating officer, Mr. Tolda served as a senior vice president and as our country manager of Brazil since 1999. In that role he guided MercadoLibre to its current position as the leading e-commerce marketplace in Brazil. Before joining MercadoLibre, Mr. Tolda worked at Lehman Brothers Inc. in the United States in 1999, and at Banco Pactual and Banco Icatu in Brazil, from 1996 to 1997 and 1994 to 1996, respectively. He holds a master’s in business administration from Stanford University, and a master’s degree and bachelor’s degree in mechanical engineering, also from Stanford.

~~Osvaldo Giménez~~ is an executive vice president and has been responsible for MercadoPago operations since February 2004. Mr. Giménez joined MercadoLibre in January 2000 as country manager of Argentina and Chile. Before joining us, Mr. Giménez was an associate in Booz Allen and Hamilton and worked for Santander Investments in New York. Mr. Giménez received a master’s in business administration from Stanford University and graduated from Buenos Aires Technological Institute with a bachelor’s degree in industrial engineering.

~~Daniel Rabinovich~~ is an executive vice president and has served as our chief technology officer since January 2011. Prior to this appointment, Mr. Rabinovich served as our vice president of product development since January 2009, having joined MercadoLibre in March 2000 as an application architect. Before joining us, he worked in the application architecture team at PeopleSoft. Mr. Rabinovich holds a master’s degree in Technological Services Management from the Universidad de San Andres and graduated with honors from Buenos Aires University with a degree in information systems.

~~Marcelo Melamud~~ is a senior vice president and has served as our chief accounting officer since August 15, 2008. Prior to this appointment, Mr. Melamud served as our vice president—administration and control since April 2008. From July 2004 through March 2008, he served as the director of finance of MDM Hotel Group, a developer, owner and operator of Marriott branded hotels in Miami, Florida. From July 1998 through July 2004, Mr. Melamud worked in various finance roles for Fidelity Investments, a provider of investment products and services. During his work at Fidelity Investments, Mr. Melamud served as the director of finance of the World Trade Center Boston/Seaport Hotel and he also served as the director of finance of MetroRed Telecom Group Ltd., a fiber-optic telecommunication provider of data, value added and hosting services within Latin America. Mr. Melamud received his master’s in business administration from the Olin Graduate School of Business at Babson College and is a certified public accountant in Argentina.


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BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

The following tables set forth information, as of April ~~2, 2018,~~12, 2021, regarding the beneficial ownership of our common stock. This information is based solely on SEC filings made by the individuals and entities by that date and upon information submitted to us by our directors, director nominee and executive ~~officers.~~

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officers, and includes:

●

·each person that is known by us to be a beneficial owner of more than 5% of our outstanding equity securities;

●

·each of our named executive officers;

●

·each of our ~~directors;~~directors and our director nominee; and

●

·all directors and executive officers as a group.

Except as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares shown as beneficially owned by the stockholder. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of the date of this proxy statement are considered outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless indicated otherwise in the footnotes, the address of each individual listed in the table is c/o MercadoLibre, Inc., ~~Arias 3751, 7th~~Pasaje Posta 4789, 6th Floor, Buenos Aires, Argentina, ~~C1430CRG.~~C1430EKG.

	Total Common Stock (1)
Name and Address of Beneficial Owner	Number	Percentage

Five percent stockholders (1):

Baillie Gifford & Co. (2)	4,751,724	9.53 %
Galperin Trust (3)	3,900,000	7.82 %
Capital Research Global Investors (4)	2,885,754	5.79 %
EuroPacific Growth Fund (5)	2,637,766	5.29 %

Directors and executive officers:

Marcos Galperin	—	—
Pedro Arnt	19,129	*
Osvaldo Giménez	18,385	*
Daniel Rabinovich	—	—
Stelleo Tolda (6)	91,003	*
Marcelo Melamud	—	—
Emiliano Calemzuk (8)	315	*
Nicolás Galperin	—	—
Meyer Malka (7) (8)	57,071	*
Susan Segal (8)	315	*
Mario Vázquez (8)	2,669	*
Roberto Balls Sallouti (8)	315	*
Alejandro Nicolás Aguzin (8)	4,315	*
Henrique Dubugras	—	—
All directors, director nominees and executive officers as a group (14 persons)	193,517	*


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Total Common Stock (1)
Name and Address of Beneficial Owner
Number Percentage
Five percent stockholders (1):
Baillie Gifford & Co. (2) 5,681,830 12.87 %
Galperin Trust (3) 4,000,000 9.06 %
Carmignac Gestion (4) 2,308,664 5.23 %
Capital World Investors (5) 2,295,996 5.20 %

Directors and executive officers:
Marcos Galperin — —
Pedro Arnt 19,129 *
Osvaldo Giménez 18,385 *
Daniel Rabinovich — *
Stelleo Tolda (6) 91,003 *
Marcelo Melamud — —
Emiliano Calemzuk — —
Nicolás Galperin — —
Javier Olivan — —
Meyer Malka — —
Susan Segal — —
Mario Vázquez 2,354 *
Roberto Balls Sallouti — —
Alejandro Nicolás Aguzin 10,000 *
All directors and executive officers as a group (14 persons) 140,871 *


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*

*	Indicates less than 1% ownership

(1)	Based on an aggregate amount of ~~44,157,364~~49,852,319 shares of our common stock issued and outstanding as of April ~~2, 2018.~~12, 2021.

(2)

According to a Schedule 13G/A filed on January ~~10, 2018~~12, 2021 by Baillie Gifford & Co., Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland, UK (“Baillie ~~Gifford~~”Gifford”), ~~an investment adviser registered under Section 203 of the Investment Advisers Act of 1940,~~a non-U.S. institution, Baillie Gifford is the beneficial owner of ~~5,681,830~~4,751,724 shares of our common stock. Baillie Gifford has sole voting power over ~~5,681,830~~4,032,297 shares of our common stock and sole dispositive power over ~~2,562,345~~4,751,724 shares of our common stock. Securities reported on the Schedule 13G/A as being beneficially owned by Baillie Gifford are held by Baillie Gifford and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients.

(3)

According to a Schedule 13G/A filed on February ~~14, 2017~~3, 2021 jointly by the Galperin Trust, Alpenstrasse 15, Zug, CH-6304,Switzerland (the “~~Trust~~”“Trust”), Meliga No. 1 Limited Partnership (“Meliga LP”LP”) and Volorama Stichting (each a “~~Reporting Person~~”“Reporting Person”), each Reporting Person is the beneficial owner of ~~4,000,000~~3,900,000 shares of our common stock, resulting from a gifts to the Trust of an aggregate of 4,253,225 shares of common stock ~~(the “Sch13 Shares~~”) by Marcos Galperin and his spouse (collectively, the “~~Settlors~~”“Settlors”) in connection with an estate planning ~~transaction and according to Mr. Galperin’s Form 4 filed on February 24, 2015 relating to Mr. Galperin’s gift of 456,662 shares of common stock (together with the Sch13 Shares, the “Galperin Trust Shares”) to the Trust. Upon receiving all requisite approvals,~~transaction. Meliga LP sold 253,225 and 100,000 shares of Common Stock on August 5, ~~2016.~~2016 and on December 9, 2020, respectively. The Trust is an irrevocable trust formed under New Zealand law by the Settlors that was established for the benefit of Mr. Galperin’s children and parents and certain charitable organizations. Intertrust Suisse Trustee GMBH (the “~~Trustee~~”“Trustee”) acts as the independent trustee of the Trust. As part of the estate planning ~~transaction,~~transactions, the Trust concurrently transferred the Galperin Trust Shares to Meliga LP, a New Zealand limited partnership in which the Trust owns an approximately 99.999% limited partnership interest. Volorama Stichting, a Dutch foundation based in Amsterdam, The Netherlands, serves as the general partner (the “~~General Partner~~”“General Partner”) of Meliga LP. Pursuant to the limited partnership agreement of Meliga LP, the Galperin Trust Shares may not be voted or disposed of without the approval of the Trust (as limited partner) and the General Partner. In addition, pursuant to the settlement deed of the Trust, the Trustee is required to obtain the majority ~~consent~~approval of a protective committee comprised of three individuals prior to taking any action with respect to voting or disposing of any of the Galperin Trust Shares. The ~~Reporting Persons~~Trust and Volorama Stichting each have shared voting power over ~~4,000,000~~3,900,000 shares of our common stock and shared dispositive power over ~~4,000,000~~3,900,000 shares of our common ~~stock.~~

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~~(4)~~

According to a Schedule 13G filed on February 6, 2018 by Carmignac Gestion, 24 Place Vendome, Paris, France 75001, a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). Carmignac Gestion is the beneficial owner of 2,308,664 shares of our common stock. Carmignac Gestionstock, and Meliga LP has ~~sole~~shared voting power over ~~2,308,664~~3,900,000 shares of our common stock and sole dispositive power over ~~2,308,664~~3,900,000 shares of our common stock.

~~(5)~~

(4)

According to a Schedule ~~13G~~13G/A filed on February ~~14, 2018~~16, 2021 by Capital ~~World~~Research Global Investors, 333 South Hope Street, 55th Fl, Los Angeles, California 90071 (“Capital ~~World~~”Research”), an investment adviser registered under Section ~~203~~ 240.13d-1(b)(1)(ii)(E)of the Investment Advisers Act of 1940, Capital ~~World~~Research is the beneficial owner of ~~2,295,996~~2,885,754 shares of our common stock. Capital ~~World~~Research has sole voting power over ~~2,295,996~~2,883,551 shares of our common stock and sole dispositive power over ~~2,295,996~~2,885,754 shares of our common stock. Capital ~~World~~Research Global Investors is a division of Capital Research and Management Company (“~~CRMC~~”("CRMC")~~. The~~, as well as its investment management subsidiaries and affiliates Capital ~~World Investors division of CRMC~~Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International ~~Limited~~K.K. (together with CRMC, the "investment management entities"). Capital Research divisions of each of the investment management entities collectively provide investment management services under the name "Capital Research Global Investors."

(5)

EuroPacific Growth Fund, 333 South Hope Street, Los Angeles, California 90071 (“EuroPacific”), is an investment company registered under Section 8 of the Investment Advisers Act of 1940, EuroPacific is the beneficial owner of 2,637,766 shares of our common stock. EuroPacific is advised by Capital Research and Management Company, which manages equity assets for various investment companies through three divisions: Capital Research Global Investors, Capital World Investors, and Capital International Investors. EuroPacific’s shares may also be reflected in a filing made by Capital Research Global Investors, Capital International Investors and/or Capital World Investors.

(6)	Includes 91,003 shares held by Tool, Ltd., of which Stelleo Tolda owns all of the outstanding equity.
(7)	Includes 55,848 shares of common stock owned of record by Ribbit Capital IV, L.P. (“Fund IV”) for itself and as nominee for Ribbit Founder Fund IV, L.P. (“FF IV”). Mr. Malka is the sole director of Ribbit Capital GP IV, Ltd., the general partner of each of Fund IV and FF IV, and as such, may be deemed to hold voting and investment power with respect to such shares. Mr. Malka disclaims beneficial ownership with regard to such shares, except to the extent of his proportionate pecuniary interest therein.
(8)	Includes 137 shares of stock, subject to forfeiture and transfer restrictions until the 2021 Annual Meeting of the shareholders of MercadoLibre, Inc.


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~~Table of Contents~~

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section, we describe and discuss our executive compensation program, including our philosophy to align our executive officers’ incentive compensation with stockholder value creation, the material elements of and total compensation paid to each of our named executive officers in ~~2017~~2020 and the processes used by our compensation committee when making compensation decisions.

The named executive officers in this proxy statement are:

●

Marcos Galperin, President and Chief Executive Officer

●

Pedro Arnt, Executive Vice President and Chief Financial Officer

●

Stelleo Tolda, Commerce President

Osvaldo Giménez, Fintech President

Daniel Rabinovich, Executive Vice President and Chief Operating Officer

●

~~Osvaldo Giménez, Executive Vice President—Payments~~

●

~~Daniel Rabinovich, Executive Vice President and Chief Technology Officer~~

The Executive Summary below provides an overview of our performance during ~~2017~~2020 and its correlation to our compensation decisions and practices.

Executive Summary

Our Business

~~We host~~

Founded in 1999, MercadoLibre is the ~~largest online commerce platform~~leading e-commerce company in Latin ~~America located at~~ ~~www.mercadolibre.com, which is focused on enabling~~America. Through its six integrated e-commerce platforms including Mercado Libre, Mercado Pago and ~~its related services. Our~~Mercado Envíos, it offers technology solutions that enable companies and individuals to buy, sell, announce, send and pay for goods and services ~~are designed~~over the internet. MercadoLibre serves millions of users, providing compelling technology-based solutions that democratize commerce and money, thus contributing to ~~provide our users with mechanisms for buying, selling, paying, collecting, shipping, generating leads~~the development of a large and comparing via e-commerce transactions in an effective and efficient manner. Our company is a market leader in e-commerce in each of Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, Mexico, Peru, Uruguay and Venezuela, based on unique visitors and page views during 2017.

growing digital economy.

Executive Compensation Program Philosophy and Objectives

We operate in a rapidly evolving and highly competitive market that requires a highly qualified executive management team with strong operational skills. Our executive compensation philosophy is designed to align the compensation of our named executive officers with our business objectives and reward performance over both the short and long term. In evaluating the individual components of overall compensation for each of our named executive officers, the compensation committee reviews not only the individual elements of compensation, but also total compensation. By design, a significant portion of the compensation awarded under our executive compensation program is contingent upon ~~company~~Company performance, in the case of our president and chief executive officer, and both individual and ~~company~~Company performance, in the case of our other named executive officers. The committee remains committed to this philosophy of pay-for-performance and will continue to review executive compensation programs for the best methods to promote stockholder value through employee incentives.

We are committed to providing an executive compensation program that supports the following goals and philosophies:

●

aligning our management team’s interests with stockholders’ expectations;

●

effectively compensating our management team for actual performance over the short and long term;

●

attracting and retaining an experienced and effective management team;

●

motivating and rewarding our management team to produce growth and performance for our stockholders that is sustainable and consistent with prudent risk-taking and based on sound corporate governance practices; and

●

providing market competitive levels of target (i.e., opportunity) compensation.


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Consideration of ~~2016~~2020 Stockholder Advisory Vote on Executive Compensation

At the ~~2017~~2020 Annual Meeting of Stockholders, stockholders approved our ~~2016~~2019 advisory vote on executive compensation with approximately ~~90.96%~~89.09% of the votes cast in favor. We believe that ~~overwhelming~~strong support of our stockholders for the ~~2017~~2020 say-on-pay vote proposal indicates that our stockholders are generally supportive of our approach to executive compensation. In the future, we will continue to consider the outcome of our say-on-pay votes and other stockholder feedback when making compensation decisions regarding our named executive officers.

Structure of Our ~~2017~~2020 Executive Compensation Program

~~Table of Contents~~

As discussed in more detail beginning on page ~~25,~~39, our ~~2017~~2020 executive compensation program is comprised of three different compensation elements:

	Element of Pay		Description of Element
	Base Salary		Annual fixed cash compensation established based on the scope of the responsibilities and individual experience of our named executive officers, taking into account competitive market compensation.

	Annual Bonus		Annual cash bonuses to compensate named executive officers for achieving short-term financial and operational goals during the preceding fiscal year.

	Long-Term Retention Plan Bonus (“LTRP”)		Long-term cash incentive paid over a six-year period through annual fixed payments as well as annual variable payments that depend on the value of our stock over the six-year period over which the bonus is paid.

Highlights of Our Executive Compensation Program in ~~2017~~

2020

In making its compensation decisions for the ~~2017~~2020 performance year, the compensation committee recognized our ~~company’s 2017~~Company’s 2020 results and the contributions and accomplishments of the named executive officers to our continuing growth story. The following is a summary of the highlights of our ~~2017~~2020 executive compensation program:

●

Base salary represents a relatively small percentage of total direct compensation for our named executive officers, with a significant portion of our named executive officers’ compensation based on the ~~company’s~~Company’s demonstrated performance. As illustrated below, ~~94.0%~~98.5% of our chief executive officer’s total target direct compensation for our ~~2017~~2020 fiscal year was performance based and ~~90.4%~~93.8% of our other named executive officers’ average total target direct compensation was performance based.

●

A ~~significant~~ portion of the compensation awarded under our ~~2017~~2020 executive compensation program is contingent upon both individual and ~~company~~Company performance, in the case of our named executive officers. In ~~2017,~~2020, subject to satisfaction of Minimum Eligibility Conditions (described under ~~“2017~~“2020 Annual ~~Bonus and 2017 LTRP~~ Bonus Performance Elements” below), the total amount of our chief executive officer’s annual bonus was based on pre-determined ~~company~~Company performance criteria. For each of our other named executive officers, subject to satisfaction of the Minimum Eligibility Conditions, the cash award was partially based on pre-determined ~~company~~Company performance criteria and partially based on qualitative assessment of individual performance.

●

The bonuses granted to our named executive officers under our ~~2017~~2020 LTRP are paid out over a period of six years and subject to forfeiture if a named executive officer retires, resigns or terminates his employment for any reason, or if a named executive officer takes certain specified actions that could adversely affect our business. In addition, ~~similar to the annual bonus, the 2017 LTRP bonus is tied directly to the satisfaction of minimum performance objectives. In the event the minimum performance objectives are satisfied, approximately~~ 50% of the cash payable under the ~~2017~~2020 LTRP will move in tandem with increases or decreases in our stock price during the six year period over which the bonus is paid.

●

We continue to provide no executive perquisites.

How Compensation Decisions are Made

Role of the Compensation Committee

Our compensation committee reviews and sets all compensation programs applicable to our executive officers and directors, our overall compensation strategy for all employees, and the specific compensation of our executive officers on an annual basis. In the course of this review, the compensation committee considers our current compensation programs and whether to modify them or introduce new programs or elements of compensation in order to better meet our overall compensation


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objectives. The compensation committee has the authority to select, retain and terminate special counsel and other experts (including compensation consultants), as the committee deems appropriate. Our compensation committee has, from time to time, engaged compensation consultants to assist the compensation committee in reviewing and developing recommendations related to fixed and performance-based to compensation for our named executive officers as well as the market terms for our LTRP agreements.

Role of Executive Officers and Consultants

While the compensation committee determines our overall compensation philosophy and sets the compensation of our executive officers, it looks to our chief executive officer and the senior vice president of human resources and the compensation consultants retained by the committee, if any, to work within the compensation philosophy to make recommendations to the compensation committee with respect to both overall guidelines and specific compensation decisions. Each of our chief executive officer and our senior vice president of human resources provides the board and the compensation committee with their perspective on the performance of our executive officers as part of the annual personnel review and succession planning discussions and recommends to the compensation committee specific salary amounts for executive officers, other than the chief executive officer, and recommendations on other compensation programs, which the compensation committee considers before making final compensation determinations. Our senior vice president of human resources works closely with the chairman of our compensation committee and attends certain compensation committee meetings to provide perspectives on the competitive landscape and the needs of the business, information regarding our performance, and technical advice.

~~Table of Contents~~

The compensation committee establishes compensation levels for our chief executive officer on its own or in consultation with the compensation consultants it retains, if any, and our chief executive officer is not present during any of these discussions.

Competitive Considerations

To set total compensation guidelines, the compensation committee reviews market data of companies against which the compensation committee believes our ~~company~~Company competes for executive talent. The committee believes that it is necessary to consider this market data in making compensation decisions in order to attract and retain top-notch executive talent.

With the aim of gaining accuracy in our process of compensation benchmarking, we revisited and introduced some minor changes to our previous compensation peer group (defined in 2018) based on public information available about both size of revenues and market capitalization of each selected company, resulting in the following list of companies that we considered when analyzing and making decisions relating to our 2020 compensation process: Facset, Twitter, IBM, eBay, NortonLifeLock, Square, Fiserv, Activision Blizzard, Service Now, Citrix Systems, Intuit, Vmware, Verizon, NetApp, Workday, Electronic Arts and Booking Holdings.

We also participate and analyze different surveys of market compensation practices in our industry and broadly across all industries. To ~~facilitate making external~~determine 2020 executive officer compensation, ~~comparisons, in late 2013, Mercer Consulting provided the~~our compensation committee ~~with~~takes into consideration information about compensation peers and market survey to craft competitive ~~market data by analyzing proprietary third-party surveys and publicly-disclosed documents~~compensation packages appropriate for our particular executives.

Elements of companies in specified peer groups. When setting our named executive officers’ base salary and total annual compensation for 2017, the compensation committee members considered the peer group data that had been previously prepared by Mercer Consulting in 2013, as adjusted for inflation, and also utilized both anecdotal and specific information based on personal experience and industry contacts, particularly with respect to Latin America.

~~In addition, in 2017, the compensation committee reviewed~~ Compensation

~~updated data from the following peer group selected in 2013, which consisted of companies of similar size within our industry:~~

~~Factset~~	~~Expedia~~
~~Linkedin~~	~~Groupon~~
~~Red Hat~~	~~TripAdvisor~~
~~OpenTable~~	~~Netflix, Inc.~~
~~ValueClick~~	~~Homeaway~~
~~Shutterfly~~

~~In 2013, when deciding whether a company should be included in the peer group, in addition to industry, the committee considered the following screening criteria:~~

●

~~revenues;~~

●

~~earnings before interest, depreciation and amortization;~~

●

~~market capitalization; and~~

●

~~total assets.~~

~~The market positioning of our named executive officers is within band, based on the peer group data prepared by Mercer in late 2013, as adjusted for inflation.~~

~~Elements of Compensation~~

The following table summarizes the various elements of compensation paid to our named executive officers, in each of ~~2017, 2016~~2020, 2019 and ~~2015.~~2018. Due to the SEC’s reporting requirements, the information set forth in the table below may not correspond with the amounts included in the table under the caption “Summary Compensation Table” below. However, we believe the following summary to be a more accurate reflection of the compensation actually paid in each of these years to our named executive officers.


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Elements of Compensation Paid to Named Executive Officers

in ~~2017, 2016~~2020, 2019 and ~~2015~~2018



in U.S.	Year	Base	Annual	Long Term Retention Plans (Cash)(4)									Total
dollars		Salary ($)(1)	Bonus ($)(1)(2)(3)	2011 ($)	2012 ($)	2013 ($)	2014 ($)	2015 ($)	2016 ($)	2017 ($)	2019 ($)	2020 ($) (2)	($)(*)

Marcos Galperin	2020	350,973	264,355	-	-	-	-	6,067,354	6,883,905	4,815,408	2,779,380	1,834,748	22,996,123
President and	2019	507,186	103,886	-	989,436	-	2,810,295	2,650,085	2,965,835	2,165,974	1,388,541	-	13,581,238
CEO	2018	552,767	-	723,710	628,065	2,506,501	1,846,079	1,752,605	1,936,829	1,470,151	-	-	11,416,707

Pedro Arnt	2020	324,904	78,335	-	-	-	-	1,142,782	1,296,578	906,979	721,602	-	4,471,180
Executive VP	2019	263,251	61,165	-	478,759	-	529,317	499,142	558,613	407,960	360,503	-	3,158,710
and CFO	2018	216,709	-	350,182	303,902	472,098	347,708	330,102	364,800	276,902	-	-	2,662,403

Stelleo Tolda	2020	249,835	183,757	-	-	-	-	1,142,782	1,296,578	1,012,253	737,373	486,761	5,109,339
Commerce	2019	302,831	50,365	-	478,759	-	529,317	499,142	558,613	455,312	368,382	-	3,242,721
President	2018	243,915	-	350,182	303,902	472,098	347,708	330,102	364,800	309,042	-	-	2,721,749

Osvaldo Giménez	2020	337,485	82,115	-	-	-	-	1,142,782	1,296,578	1,012,253	723,655	-	4,594,868
Fintech	2019	275,953	64,116	-	478,759	-	529,317	499,142	558,613	455,312	361,528	-	3,222,740
President	2018	227,165	-	175,091	303,902	472,098	347,708	330,102	364,800	309,042	-	-	2,529,908

Daniel Rabinovich	2020	328,227	235,492	-	-	-	-	1,530,511	1,736,489	1,214,703	721,602	476,350	6,243,374
Executive VP	2019	266,150	42,630	-	190,230	-	529,317	668,493	748,142	546,374	360,503	-	3,351,839
and COO	2018	216,709	-	55,657	120,753	472,098	347,708	442,101	488,572	370,851	-	-	2,514,449

(in U.S. dollars) Year
Base
Salary
($)(1)

Annual
Bonus
($)(1)(*)

2009
LTRP
(Cash)
($)(2)

2010
LTRP
(Cash)
($)(2)

2011
LTRP
(Cash)
($)(2)

2012
LTRP
(Cash)
($)(2)

2013
LTRP
(Cash
($)(2)

2014
LTRP
(Cash)
($)(2)

2015
LTRP
(Cash)
($)(2)

2016 L
TRP
(Cash)
$(2)

2017
LTRP
(Cash)
$(2)

Total
($)(**)

Marcos Galperin
President and
CEO
2017 732,889 1,014,770 - 843,577 626,667 546,445 2,182,227 1,628,300 1,549,899 1,704,417 1,312,991 12,142,185
2016 602,195 833,684 327,565 559,323 427,844 379,231 1,517,874 1,182,162 1,134,639 1,228,313 - 8,192,830
2015 550,447 635,131 229,743 417,704 328,792 295,919 1,186,913 959,872 927,715 - - 5,532,237
Pedro Arnt
Executive VP
and CFO
2017 270,037 311,581 - 26,388 303,226 264,409 411,021 306,689 291,922 321,026 247,301 2,753,600
2016 228,077 253,606 49,135 17,496 207,021 183,499 285,890 222,659 213,708 231,352 - 1,892,445
2015 266,808 307,855 34,461 13,066 159,093 143,186 223,554 180,791 174,734 - - 1,503,550
Stelleo Tolda
Executive VP
and COO
2017 264,788 366,630 - 408,183 303,226 264,409 411,021 306,689 291,922 321,026 276,006 3,213,899
2016 220,298 325,025 163,783 270,640 207,021 183,499 285,890 222,659 213,708 231,352 - 2,323,876
2015 210,800 243,231 114,871 202,115 159,093 143,186 223,554 223,554 174,734 - - 1, 695,140
Osvaldo Giménez
Executive VP - Payments 2017 283,068 326,617 - 204,091 151,613 264,409 411,021 306,689 291,922 321,026 276,006 2,836,462
2016 239,078 319,006 60,272 135,320 103,511 183,499 285,890 222,659 213,708 231,352 - 1,994,295
2015 266,808 369,426 42,273 101,057 79,546 143,186 223,554 180,791 174,734 - - 1,581,376
Daniel
Rabinovich
Executive VP and
CTO
2017 270,037 311,581 - 26,388 48,194 105,060 411,021 306,689 390,967 429,945 331,207 2,631,090
2016 228,077 253,606 49,135 17,496 32,903 72,912 285,890 222,659 286,217 309,846 - 1,758,742
2015 266,808 307,855 34,461 13,066 25,286 56,894 223,554 180,791 234,019 - - 1,342,734
��

~~Table of Contents~~


(*)	~~Please note that the values above, have excluded any allowance.~~

~~(**)~~

The table above may not total due to rounding.

(1)

Base salaries ~~and annual bonus paid~~ in respect of fiscal year ~~2017~~2020 are paid in U.S dollar for Mr. Galperin, in Argentine pesos ~~except~~ for ~~Stelleo Tolda whose~~Mr. Rabinovich and in Brazilian Reais for Mr. Tolda. For Mr. Arnt, base salary was paid in Argentine Pesos up to July 2020 and ~~annual bonus~~then in Uruguayan pesos. For Mr. Giménez, base salary was paid in Argentine Pesos up to August 2020 and then in Uruguayan Pesos. Base salaries that are paid in Argentina pesos, Brazilian ~~Reales but~~Reais 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, 2020. Mr. Galperin 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. Annual Bonuses in respect of fiscal year 2020 are paid in U.S. dollar for Mr. Galperin, in Argentine pesos for Mr. Rabinovich, Brazilian Reais for Mr. Tolda and in Uruguayan Pesos for Mr. Arnt 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. dollar, annual bonuses are disclosed above in U.S. dollars in each case, at the average exchange rate for the ~~year ended~~month of December, ~~31, 2017.~~

2020.

(2)	2020 Annual Bonus and portions of 2020 LTRP was cancelled for Mr. Arnt and Mr. Giménez due to the incident with an unaffiliated entity mentioned and described in our Annual Report on Form 10-K filed on March 1, 2021. A penalty was applied to Mr. Arnt canceling the 2020 Annual Bonus and the 1st and 2nd tranches of 2020 LTRP and to Mr. Giménez canceling the 2020 Annual Bonus and 1st tranche of 2020 LTRP.
(3)	Annual Bonus column includes the transition bonus approved by the Board on March 29, 2019, which was intended to fill a one-time gap in the total pay package that arose from the rebalancing that shifted a significant portion of the executive officers’ total pay package from the Company’s annual incentive plan to its long-term retention plans.
(4)	For a description of our LTRPs, as defined below, see “—Elements of Compensation—Long-Term Retention Plans” and “—Prior Long-Term Retention Plans” below.


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Base Salary

Base salaries for our named executive officers are established based on the scope of their responsibilities and individual experience, taking into account competitive market compensation paid by the above peer companies for similar positions. Base salaries are reviewed at least annually for merit increases and cost of living adjustments, and adjusted from time to time to realign salaries with market levels based on the peer review and after taking into account individual responsibilities, performance and experience.

In reviewing base salaries for ~~2017,~~2020, the compensation committee considered the comparative market data previously ~~prepared by Mercer, as adjusted for inflation.~~mentioned. The committee believes that each named executive officer’s salary level is appropriate in light of his roles and responsibilities within our ~~company.~~

Company.

Annual Bonus

In addition to base salaries, each of our named executive officers is eligible to receive annual cash bonuses. The compensation committee uses annual cash bonuses to compensate named executive officers for achieving short-term financial and operational goals and, in the case of our named executive officers other than our president and chief executive officer, for achieving individual annual performance objectives during the preceding fiscal year. These objectives are generally established in the first half of the year and vary depending on the individual named executive officer, but relate generally to financial and operational targets as well as a cultural alignment assessment carried out by the chief executive officer for the rest of the named executive officers. If established objective thresholds for the annual corporate performance period are not met, the executive does not receive a bonus under our annual cash bonus program for the year. After the end of each fiscal year, our actual corporate performance is compared to the pre-determined objectives established by our board of directors during the prior year and an individual performance multiplier is applied to determine the annual cash bonus award payout.

For ~~2017, each named executive officer was eligible for a target annual bonus equal to 115.4 % of his annual base salary.~~

In 2017, subject to satisfaction of the Minimum Eligibility Conditions, 100 % of our chief executive officer’s annual bonus was based on the company performance criteria described below. For each of our other named executive officers, subject to satisfaction of the Minimum Eligibility Conditions, the award was partially based on such company performance criteria and partially based on the qualitative assessment of individual performance. For additional information regarding the calculation of the annual bonus of our named executive officers, see “—2017 Annual Bonus and 2017 LTRP Bonus Components” below.

~~A portion of each named executive officer’s annual bonus was based upon our company’s achievement of certain pre-determined goals for performance. For 2017,~~2020, the compensation committee selected the following as the corporate performance (the “Consolidated Corporate Performance”) measures:

●

Net revenues ~~minus bad debt (excluding Venezuela),~~- adjusted, defined as our net revenues for ~~2017, less~~2020 net of the ~~portion of our bad debt that is uncollectible and~~transportation costs charged by third-party carriers, including those charges presented in gross basis, after adjustments for unusual items as determined by the compensation committee, in each case, excluding Venezuela net ~~revenues minus bad debt;~~revenues. This metric is measured in constant dollars;

●

~~Venezuela net revenues minus bad debt,~~

Income from operations, defined as ~~the net revenues of~~ our ~~Venezuelan~~income from operations ~~for 2017, less the portion of our Venezuelan operations’ bad debt that is uncollectible and~~in 2020 after adjustments for unusual items as determined by the compensation ~~committee;~~committee. This metric is measured in constant dollars;

●

~~Net income (excluding Venezuela),~~

Total payment transactions - adjusted, defined as ~~our net income in 2017, excluding Venezuela net income,~~the number of transactions paid for using Mercado Pago, including onlyOn Platform, Online Payments Aggregator, Wallet, Point and ~~after adjustments for unusual items as determined by the compensation committee;~~Prepaid transactions;

●

~~Venezuela net income,~~

Percentage of shipments delivered in less than two days, defined as the ~~net income~~share of ~~Venezuelan operations~~shipments delivered in ~~2017 and after adjustments for unusual items as determined by the compensation committee;~~less than 48 hours over total shipments of Mercado Libre;

~~Table of Contents~~

●

Competitive NPS, which stands for Net Promoter Score and is defined as a metric of our ~~Marketplace~~Commerce and Fintech customers’ satisfaction, calculated as the percentage of promoters (customers who would likely recommend ~~MercadoLibre~~Mercado Libre ) minus the percentage of detractors (customers who would not likely recommend ~~MercadoLibre)~~Mercado Libre). This metric is measured by ~~Ipsos, a global~~renowned independent market research ~~consultant,~~consultants (Ipsos, Ibope and Netquest), through anonymous surveys that compare ~~MercadoLibre~~Mercado Libre with its main ~~e-commerce~~ competitors in each country.

The Consolidated Corporate Performance measure is calculated as a weighted average of the financial metrics described above (as set forth below in ~~“2017~~“Weighting of 2020 Annual Bonus ~~and 2017 LTRP Bonus Components”~~Performance Measures”), which are converted from the local currency into to U.S. dollars at the previous year’s applicable exchange rate, in order to mitigate the impact of fluctuations in local currencies on the ~~company’s~~Company’s operational performance.

The following changes were made between the 2019 and 2020 measures:

Replace Net Income for Income (loss) from operations, with the purpose of aligning Performance Matrix targets with the most relevant financial metric used internally to assess business performance;

For our named executive officers other than Mr. Gimenez, the quantitative portion of the award is equal to the Consolidated Corporate Performance measures. For Mr. Giménez the quantitative portion of the award is based 50% on Consolidated Corporate Performance and 50% based on certain MercadoPago operational performance measures. For Mr. Giménez, the objectives related to the 2017 operations of our MercadoPago business, are MercadoPago’s penetration, which is defined as the total payment volume (“~~TPV”) in the MercadoLibre e-commerce website in 2017 divided by the gross merchandise volume (“GMV”) in 2016, off-platform net revenues, which mainly includes revenues generated off MercadoLibre’s marketplace and financing revenues and off-platform TPV (collectively, the “MercadoPago Performance~~”). These are calculated using consolidated financial metrics which are converted from the local currency into U.S. dollars at the previous year’s applicable exchange rate, which is intended to isolate the operational performance from fluctuations in local currencies.

The compensation committee believes these metrics are the strongest drivers of long-term stockholder value for our company. These elements each track off a target number and have a percentage weight, resulting in a total performance

Replace prior Marketplace NPS metric for a weighted compound NPS that includes both Commerce and Fintech targets;


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Add Total payment transactions – adjusted and Percentage of shipments delivered in less than two days metrics, in order to align Performance Measures with two of our main business goals.

Weighting of 2020 Annual Bonus Performance Measures

The following table describes the components of each named executive ~~officer.~~ officer’s 2020 annual bonus and the percentage weight of each element:


Consolidated Performance—	Marcos	Pedro	Stelleo	Osvaldo	Daniel
Constant Dollars (1)	Galperin	Arnt	Tolda	Giménez	Rabinovich
Net Revenues	50.0	50.0	50.0	50.0	50.0	%
Income from operations	20.0	20.0	20.0	20.0	20.0
Total Payment Transactions	10.0	10.0	10.0	10.0	10.0
Percentage of Shipments delivered in less than two days	10.0	10.0	10.0	10.0	10.0
Competitive NPS	10.0	10.0	10.0	10.0	10.0
Overall Performance (2)	100.0	100.0	100.0	100.0	100.0	%
Individual Performance Multiplier (3)
Above Expectations	1.5	1.5	1.5	1.5	1.5
Meet Expectations	1.0	1.0	1.0	1.0	1.0
Below Expectations	0.5	0.5	0.5	0.5	0.5


(1)	Constant Dollars: financial metrics translated to U.S. dollars at the previous year’s applicable exchange rate, which is intended to isolate the operational performance from fluctuations in local currencies.
(2)	Overall Performance for our named executive officers is equal to the Weighted Average for the Consolidated Performance—Constant Dollars.
(3)	Individual Performance Multiplier is set as a multiplier for the annual bonus for each executive officer based on the qualitative assessment of individual performance for the 2020 fiscal year.


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2020 Annual Bonus Performance Elements

The ~~compensation committee is given discretion to make adjustments to each element in order to reduce or eliminate~~following table sets forth the ~~effect of unusual events and thus make better year-over-year~~target levels for the various performance ~~comparisons.~~ This process may involve subtracting or adding back both revenues and expenses from reported results to better reflect our core results. This policy also reflects the compensation committee’s inability to predict unusual events when performance targets are established earlymetrics (the “Minimum Eligibility Conditions”) included in the ~~fiscal year. With respect to annual bonus determinations~~Company performance goals for our 2017 fiscal year, in early 2018, the compensation committee met with our Vice President of Human Resources to consider any appropriate adjustments. For 2017, the adjustments approved by our compensation committee consisted of excluding the effect of Venezuela’s deconsolidation2020 and ~~revising~~actual performance ~~targets determined by mid-year forecast (which introduced changes to our growth and investment strategy).~~realized against those targets:

Metrics	2020 Actual		2020 Target		Minimum Achievement as		% of Objective
	(in MM)		(in MM)		percentage of		(2)
					Target (1)
Consolidated Performance—Constant Dollars
Net Revenues - adjusted	5,066.3		4,118.9		76.8	%	120.0	%
Income from operations	227.4		46.9		75.0	%	120.0	%
Total Payment Transactions - adjusted	1,878.8		1,487.7		78.1	%	120.0	%
Percentage of Shipments delivered in less than two days	71.9	%	63.6	%	90.0	%	112.9	%
Competitive NPS	57.0	%	63.8	%	95.0	%	89.2	%
Weighted Average - Overall Performance					79.7	%	110.0	%
Individual Performance Multiplier
Messrs. Galperin and Tolda							1.0
Mr. Rabinovich							1.5

(1)

The minimum weighted average as percentage of target to meet the Minimum Eligibility Conditions was established at 79.7%.

The minimum achievement for Net Revenues – adjusted and Total Payment Transactions - adjusted is set as the midpoint between 2019 achievements and 2020 targets, for Income from operations is set considering a maximum deviation of 1.5% of Net Revenues - adjusted that equals 75% accomplishment, for Shipments delivered in less than two days and NPS it is set at 90% and 95%, respectively.

(2)

Percentage of target cannot be higher than 120% to limit the subsidy of over-performing to underperforming metrics. Weighted Average - Overall Performance cannot be higher than 110% and for payment purposes is capped at 100%.

Long-Term Retention Plans

~~2017~~

2020 Long-Term Retention Plan

The compensation committee makes annual grants of long-term incentive awards to focus its executives on the ~~company’s~~Company’s long-term goals, in particular its share growth. The ~~2017~~ LTRP is designed to assist us in the retention of key employees that have valuable industry experience and developed competencies. ~~As the company achieves the Minimum Eligibility Conditions for 2017 (as described below), the named executive officer will, subject~~Subject to ~~his~~ continued employment ~~as of~~through each ~~applicable~~ payment date, ~~receive~~ the ~~target amount of his 2017~~ LTRP ~~award, payable~~is paid as follows:

●

~~the named executive officer will receive~~

a cash payment equal to 16.66% of half of his or her ~~2017~~2020 LTRP bonus once a year for a period of six years, ~~(with the first payment occurring on or about March, 2018),~~ (the “Annual Fixed Payment”); and

●

on each date our ~~company~~Company pays the Annual Fixed Payment to the named executive officer, he or she will also receive a cash payment equal to the product of (i) 16.66 % of half of the applicable ~~2017~~2020 LTRP bonus and (ii) the quotient of (a) the Applicable Year Stock Price (as defined below) over (b) ~~$164.17,~~$553.45, the average closing price of our common stock on the NASDAQ during the final 60 trading days of ~~2016.~~2019. For purposes of the ~~2017~~2020 LTRP, the “Applicable Year Stock Price” is 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, for so long as our common stock is listed on the NASDAQ.

~~Under the 2017~~


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2020 LTRP in the event of a participant’s termination of employment (i) by the Company without cause (which shall not include the participant’s death or disability) or (ii) due to the participant’s resignation for good reason, in each of (i) and (ii), within 120 days prior to a change in control or on or after a change in control, 100% of the 2017 LTRP award payments that remain to be paid as of the date of such termination will vest in full and will be payable within 15 days following such termination of employment. Notwithstanding the above, in the event of a participant’s death or disability, the compensation committee, in its discretion, may accelerate the vesting and payment of any portion of the 2017 LTRP that remains payable. The 2017 LTRP provides that good reason exists if, (a) a participant’s duties, functions or responsibilities are materially diminished, (b) a participant’s base salary or bonus opportunity is materially reduced or (c) a participant is required to relocate his principal office to a location that is more than fifty (50) miles from his then current principal office, and such circumstances remain uncured by us for thirty days. The 2017 LTRP generally defines a change in control as (a) any person acquiring beneficial ownership of at least 50% of the voting power of MercadoLibre, (b) a merger or consolidation of MercadoLibre which does not result in our stockholders continuing to hold more than 50% of the combined voting power of the surviving entity in the transaction or (c) a sale of all or substantially all of our assets

~~2017 LTRP~~ Bonus

~~Table of Contents~~

The following table sets forth the nominal target value of the ~~2017~~2020 LTRP bonus and the portion of the ~~2017~~2020 LTRP bonus paid out for ~~2017~~2020 for each named executive officer:

		Nominal Target Value of 2020 LTRP Bonus		Portion of 2020 LTRP Bonus Paid Out in respect of 2020
Marcos Galperin	$	6,139,585	$	1,834,748
Pedro Arnt	$	1,594,002	$	-
Stelleo Tolda	$	1,628,840	$	486,761
Osvaldo Giménez	$	1,598,537	$	-
Daniel Rabinovich	$	1,594,002	$	476,350

Nominal Target
Value of 2017 LTRP
Bonus (1)

Portion of 2017
LTRP Bonus Paid
Out in respect of
2017(1)

Marcos Galperin $ 5,946,400 $ 1,312,991
Pedro Arnt $ 1,120,000 $ 247,301
Stelleo Tolda $ 1,250,000 $ 276,006
Osvaldo Giménez $ 1,250,000 $ 276,006
Daniel Rabinovich $ 1,500,000 $ 331,207

~~(1)~~

The maximum amount of each named executive officer’s 2017 LTRP bonus will depend on our stock price for the last 60-trading days of the applicable fiscal year. To the extent our stock price exceeds $270.84 for one or more applicable periods, the amount of the executive’s 2017 LTRP bonus will exceed 16% of the amount listed in the column above entitled “Nominal Target Value of Total 2017 LTRP Bonus.” To the extent our stock price is less than $270.84 for one or more applicable periods, the amount of the executive’s 2017 LTRP bonus will be less than 16% of the amount in the column above entitled “Nominal Target Value of Total 2017 LTRP Bonus.” Thus, total payments under the 2017 LTRP may be more or less than the target amount listed in the column above entitled “Nominal Target Value of Total 2017 LTRP Bonus.”

~~Weighting of 2017 Annual Bonus and 2017 LTRP Bonus Performance Measures~~

~~The following table describes the components of each named executive officer’s 2017 annual bonus and 2017 LTRP bonus and the percentage weight of each element:~~

Marcos
Galperin

Pedro
Arnt

Stelleo
Tolda

Osvaldo
Giménez

Daniel
Rabinovich

Consolidated Performance—Constant Dollars (1)

Net Revenues Minus Bad Debt (excluding Venezuela) (2) 57.0 % 57.0 % 57.0 % 28.5 % 57.0 %
Net Revenues Minus Bad Debt (Venezuela) (2) 3.0 % 3.0 % 3.0 % 1.5 % 3.0 %
Net Income (excluding Venezuela) (3) 28.5 % 28.5 % 28.5 % 14.3 % 28.5 %
Net Income (Venezuela) (3) 1.5 % 1.5 % 1.5 % 0.8 % 1.5 %
Competitive NPS (4) 10.0 % 10.0 % 10.0 % 5.0 % 10.0 %
Weighted average 100.0 % 100.0 % 100.0 % 50.0 % 100.0 %
Payments Performance
TPV On/GMVe (excluding Venezuela) (5) — — — 24.5 % —
TPV On/GMVe (Venezuela) (5) — — — 0.5 % —
Payments Net Revenues Minus Chargebacks (6) (1) — — — 25.0 % —
Weighted average — — — 50.0 % —
Overall Performance (7)
100.0 % 100.0 % 100.0 % 50.0 % 100.0 %
Individual Performance Multiplier (8)

Above Expectations 1.2 1.2 1.2 1.2 1.2
Meet Expectations 1.0 1.0 1.0 1.0 1.0
Below Expectations 0.5 0.5 0.5 0.5 0.5

~~(1)~~

Constant Dollars: financial metrics translated to U.S. dollars at the previous year’s applicable exchange rate, which is intended to isolate the operational performance from fluctuations in local currencies.

~~(2)~~

~~Net Revenues Minus Bad Debt is defined as our net revenues, less bad debt charges and after adjustments for unusual items, if any, as determined by the compensation committee.~~

~~(3)~~

~~Net Income is defined as our net income after adjustments for unusual items, if any, as determined by the compensation committee.~~

~~(4)~~

Competitive NPS stands for Net Promoter Score and is a standard customer satisfaction metric, calculated as the percentage of promoters (customers likely to recommend MercadoLibre ) minus the percentage of detractors (customers not likely to recommend MercadoLibre). This metric is measured by Ipsos, a global market research consultant, through anonymous surveys that compare MercadoLibre with its main e-commerce competitors in each country.

~~(5)~~

~~TPV On/GMVe is defined as MercadoPago penetration in MercadoLibre measured as our TPV on the MercadoLibre e-commerce website in U.S. dollars divided by our GMV in U.S. dollars.~~

~~(6)~~

Payments Net Revenues Minus Chargebacks is defined as net revenues generated by our Financing and Off-platform transactions minus the chargebacks generated by credit and debit cards payments in Constant Dollars.

~~(7)~~

Overall Performance for our named executive officers other than Mr. Gimenez is equal to the Weighted Average for the Consolidated Performance—Constant Dollars. The Overall Performance for Mr. Gimenez is equal to the simple average between Weighted Average for the Consolidated Performance—Constant Dollars and Weighted Average for the Payments Performance.

~~Table of Contents~~

~~(8)~~

~~Individual Performance Multiplier is set as a multiplier for the annual bonus for each executive officer based on the qualitative assessment of individual performance for the 2017 fiscal year.~~

~~2017 Annual Bonus and 2017 LTRP Bonus Performance Elements~~

~~The following table sets forth the target award levels for the various performance metrics (the “Minimum Eligibility Conditions”) included in the company performance goals for 2017 and actual performance realized against those objectives:~~

Metrics(2)

2017 Actual
(in MM)

2017
Objective
(in MM)

% of Objective
(1)

Consolidated Performance—Constant Dollars
Net Revenues Minus Bad Debt (excluding Venezuela) 1,315.2 1,290.7 101.9 %
Net Revenues Minus Bad Debt (Venezuela) 262.3 131.7 110.0 %
Net Income (excluding Venezuela) 113.6 113.0 100.5 %
Net Income (Venezuela) 8.2 -1.1 110.0 %
Competitive NPS 47.6 % 55.8 % 85.2 %
Weighted average 100.2 %
Payments Performance
TPV On/GMVe (excluding Venezuela) 89.3 % 88.9 % 100.4 %
TPV On/GMVe (Venezuela) 20.5 % 22.0 % 93.4 %
Payments Net Revenues Minus Charge backs 325.2 287.7 110.0 %
Weighted average 105.2 %
Overall Performance
Messrs. Galperin, Arnt, Tolda and Rabinovich 101.2 %
Mr. Gimenez 103.7 %
Individual Performance Multiplier
Messrs. Arnt, Gimenez and Rabinovich 1.0
Messrs. Galperin and Tolda 1.2

~~(1)~~

~~Percentage of objective cannot be higher than 110%.~~

~~(2)~~

~~As discussed above, the compensation committee approved, in connection with the 2017 LTRP and 2017 annual bonus determinations,~~ ~~adjustments excluding the effect of the company’s deconsolidation~~ ~~of its Venezuelan operation, which was effective as of December 1, 2017.~~

Other Compensation and Benefits

Prior Long-Term Retention ~~Plans.~~ Plans. Our prior LTRPs ~~like our 2017 LTRP,~~ provide our named executive officers, along with other members of senior management, the opportunity to receive certain cash payments subject to achievement of the Minimum Eligibility Conditions. If the Minimum Eligibility Conditions are achieved, each named executive officer is generally eligible to receive a fixed payment, payable in equal annual installments over a 6-8 year period and a variable payment on the same payment schedule, whose amount fluctuates based on the ratio of our average stock price for a period of trading days over the average stock price for a period of trading days in the year the LTRP award was granted to the named executive ~~officer.~~

officer, in each case, subject to continued employment.

Equity ~~awards.~~ awards.In ~~2009,~~2019, our board ~~adopted~~amended and our stockholders approved the Amended and Restated 2009 Equity Compensation Plan. As of December 31, ~~2017,~~2020, we had approximately ~~232,825~~1,000,000 shares of common stock available for issuance under the Amended and Restated 2009 Equity Compensation Plan.

As has been Company policy in recent years, management compensation is tied to capital markets performance through our LTRPs, and not through the issuance of stock. Consequently,no awards were granted to employees under the Equity Plan in 2020.

Other compensation and ~~benefits.~~ benefits.We maintain broad-based benefits that are provided to certain full-time employees, including our named executive officers, including health insurance, extra vacation days, mobile telephones, executive education sponsorship programs, parking spaces and subsidized English, Spanish and/or Portuguese lessons. We also provide life insurance policies for ~~some of~~ our employees, ~~in Brazil and Argentina,~~ including our named executive ~~officers. We do not sponsor or maintain any pension plans~~officers and lend cars through our Eco Friendly Company car policy (MercadoLibre leases vehicles under this program for ~~any of our employees.~~

certain employees).

Employment ~~agreements.~~ agreements.We have entered into employment agreements with each named executive officer as described below under “Employment Agreements.” Certain named executive officers may also receive benefits in the event of a change in control of our ~~company~~Company as described under “Potential Payments Upon Termination or Change in Control.”

Life insurance and retirement ~~benefits.~~ benefits.We provide executive life insurance policies for ~~each named executive officer, except for Mr. Galperin~~Messrs. Arnt, Giménez and ~~Mr. Tolda,~~Rabinovich, providing for coverage of up to ~~$750,000,~~$755,000, with twice the level of coverage in the event of the named executive officer’s accidental death or disability. We also provide a retirement benefit for ~~our named executive officers, except for~~ Mr. ~~Galperin and Mr. Tolda,~~Rabinovich, which ~~consists~~consisted of monthly ~~company~~Company contributions equal to 5%11.5% of the named executive officer’s base salary plus annual bonus and are credited with interest at a rate equal to ~~2-2.5%.~~

~~Table~~1.5% and for Mr. Stelleo, which consisted of ~~Contents~~monthly Company contributions equal to 4% of the named executive officer’s base salary and were credited with interest at an average annual rate of 2.72% during 2020.


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Compensation Committee Report

The compensation committee of the board as of the filing date of this Proxy Statement has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management and, based on such review and discussions, the compensation committee recommended to the board of directors that it be included in the ~~company’s~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2020, as incorporated by reference from this proxy statement.

~~April 25, 2018~~	~~COMPENSATION~~ ~~COMMITTEE~~
		COMPENSATION COMMITTEE Meyer Malka (Chairman)
	Emiliano Calemzuk
	Mario Vazquez

Relationship of Compensation Practices to Risk Management

When structuring our overall compensation practices for our employees generally, consideration is given as to whether the structure creates incentives for risk-taking behavior and therefore impacts our risk management practices. Attention is given to the elements and the mix of pay as well as ensuring that employees’ awards align with stockholders’ value.

The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, as discussed on page ~~15.~~23. The compensation committee has assessed our compensation policies and practices for our employees in ~~2017~~2020 and has concluded that these policies and practices ensure appropriate levels of risk-taking, while avoiding unnecessary risks that could have a material adverse effect on our ~~company.~~

Company.

Summary Compensation Table

The following table sets forth compensation information for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018 for our named executive officers. ~~Except as provided below, none~~

Name and	Year	Salary	Bonus	Non-Equity		All Other		Total ($)
Principal		($) (1)	($) (2) (3)	Incentive Plan		Compensation ($)
Position				Compensation
				($) (3)
Marcos Galperin	2020	350,973	1,184,251	19,974,299	(4)	-		21,509,523
President and Chief	2019	507,186		10,970,014		-		11,477,200
Executive Officer	2018	552,767		8,142,465		-		8,695,232

Pedro Arnt	2020	324,904	211,169	3,655,108	(4)	47,925	(5)	4,239,106
Executive Vice	2019	263,251		2,463,140		39,431		2,765,822
President and Chief Financial Officer	2018	216,709		1,861,055		26,170		2,103,934

Stelleo Tolda	2020	249,835	378,840	4,189,830	(4)	9,149	(6)	4,827,654
Commerce	2019	302,831		2,496,738		59,698		2,859,267
President	2018	243,915		1,882,362		109,122		2,235,399

Osvaldo Giménez	2020	337,485	215,326	3,751,223	(4)	52,013	(7)	4,356,047
Fintech	2019	275,953		2,503,635		41,201		2,820,788
President	2018	227,165		1,736,764		27,347		1,991,276

Daniel Rabinovich	2020	328,227	344,002	5,196,145	(4)	59,375	(8)	5,927,749
Executive Vice	2019	266,150		2,593,918		38,574		2,898,642
President and Chief Operating Officer	2018	216,709		1,703,261		23,732		1,943,702


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(1) Base salaries in respect of fiscal year 2020 are paid in U.S dollar for Mr. Galperin, in Argentine pesos for Mr. Rabinovich and in Brazilian Reais for Mr. Tolda. For Mr. Arnt, base salary was paid in Argentine Pesos up to July 2020 and then in Uruguayan pesos. For Mr. Giménez, base salary was paid in Argentine Pesos up to August 2020 and then in Uruguayan Pesos. Base salaries that are paid in Argentina pesos, Brazilian Reais 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, 2020. 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 2020 and 2019 LTRP bonus paid out in respect of 2020. We have historically included the fixed portion of prior LTRPs in the “Non-Equity Incentive Plan Compensation” column and are shifting our reporting posture to reflect more clearly the design of our ~~named~~LTRP as revised in 2019. Also includes the transition bonus approved by the Board on March 29, 2019 and paid out in 2020. See “—Elements of Compensation Paid to Named Executive Officers in 2020, 2019 and 2018” for more information.

(3) Annual bonuses in respect of fiscal year 2020 are paid in U.S. dollar for Mr. Galperin, in Argentine pesos for Mr. Rabinovich, Brazilian Reais for Mr. Tolda and in Uruguayan Pesos for Mr. Arnt and Giménez. Except for Mr. Galperin whose annual bonus is 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, 2020. Transition bonus and LTRP awards are paid in U.S. dollars.

(4) Includes the variable portion of prior LTRPs paid in January 2021 and the variable portion of the 2020 LTRP earned by each executive ~~officers received any other compensation required~~officer in respect of 2020, as well as annual bonus amounts earned in respect of 2020 and paid in 2021 of $103,368, $76,390 and $157,157, for each of Mr. Galperin, Mr. Tolda and Mr. Rabinovich, respectively.

(5) Amount consists of (i) our payment on behalf of Mr. Arnt of $10,212 in life insurance premiums and (ii) our contributions of $37,713 under the retirement benefit provided to ~~be disclosed by law or~~Mr. Arnt.

(6) Amount consists of our contributions of $9,149 under the retirement benefit provided to Mr. Tolda.

(7) Amount consists of (i) our payment on behalf of Mr. Gimenez of $11,436 in ~~excess~~life insurance premiums and (ii) our contributions of ~~$10,000 annually.~~

Name and Principal Position Year
Salary
($) (1)

Non-Equity
Incentive Plan
Compensation
($) (2)

All Other
Compensation ($)
Total ($)
Marcos Galperin 2017 732,889 11,539,116 (3) - 12,272,005
President and Chief 2016 602,195 8,190,567 - 8,792,762
Executive Officer 2015 550,447 6,077,255 - 6,627,702
Pedro Arnt 2017 270,037 2,455,112 (4) 11,839 (8) 2,736,988
Executive Vice 2016 228,077 1,725,434 - 1,953,511
President and Chief Financial Officer 2015 266,808 1,391,144 - 1,657,951
Stelleo Tolda 2017 264,788 2,919,653 (5) - 3,184,441
Executive Vice 2016 220,298 2,100,575 - 2,320,873
President and Chief Operating Officer 2015 210,800 1,574,671 - 1,785,471
Osvaldo Giménez 2017 283,068 2,582,922 (6) 22,976 (9) 2,888,966
Executive Vice 2016 239,078 1,819,234 - 2,058,312
President—Payments 2015 266,808 1,841,825 - 2,108,633
Daniel Rabinovich 2017 270,037 2,512,760 (7) 19,389 (10) 2,802,186
Executive Vice 2016 228,077 1,803,559 2,031,636
President and Chief Technology Officer 2015 266,808 1,473,821 1,740,629

~~(1)~~

~~Base salaries are paid in~~ ~~Argentine pesos except for Stelleo Tolda whose base salary is paid in Brazilian Reales, but disclosed above in U.S. dollars, at the average exchange rate for the year in which the base salary was paid.~~

~~(2)~~

~~Bonuses are paid in Argentine pesos except for Stelleo Tolda whose annual bonus is paid in Brazilian Reales, but disclosed above in U.S. dollars at the applicable exchange rate as of the payment date.~~

~~(3)~~

Includes (i) an annual bonus of $1,014,770 paid in cash in the first half of 2018 based upon our chief executive officer’s 2017 performance goals, (ii) $2,973,200, which represents the entire fixed portion of the 2017 LTRP (of which $495,533 was paid in 2017) and a variable payment of $817,458 earned by our chief executive officer in 2017 under the 2017 LTRP, and (iii) $6,733,688 in variable payments made in 2017 under prior LTRPs.

~~Table~~$40,577 under the retirement benefit provided to Mr. Gimenez.

(8) Amount consists of ~~Contents~~(i) our payment on behalf of Mr. Rabinovich of $8,376 in life insurance premiums and (ii) our contributions of $50,999 under the retirement benefit provided to Mr. Rabinovich.

~~(4)~~

Includes (i) an annual bonus of $311,581 paid in cash in the first half of 2018 based upon Mr. Arnt’s 2017 performance goals, (ii) $560,000, which respresents the entire fixed portion of the 2017 LTRP (of which $93,333 was paid in 2017) and a variable payment of $153,968 earned by Mr. Arnt in 2017 under the 2017 LTRP, and (iii) $1,429,563 in variable payments made in 2017 under prior LTRPs.

~~(5)~~

Includes (i) an annual bonus of $366,630 paid in cash in the first half of 2018 based upon Mr. Tolda’s 2017 performance goals, (ii) $625,000, which represents the entire fixed portion of the 2017 LTRP (of which $104,167 was paid in 2017) and a variable payment of $171,839 earned by Mr. Tolda in 2017 under the 2017 LTRP, and (iii) $1,756,185 in variable payments made in 2017 under prior LTRPs.

~~(6)~~

Includes (i) an annual bonus of $326,617 paid in cash in the first half of 2018 based upon Mr. Giménez’s 2017 performance goals, (ii) $625,000, which represents the entire fixed portion of the 2017 LTRP (of which $104,167 was paid in 2017) and a variable payment of $171,839 earned by Mr. Giménez in 2017 under the 2017 LTRP, and (iii) $1,459,466 in variable payments made in 2017 under prior LTRPs.

~~(7)~~

Includes (i) an annual bonus of $311,581 paid in cash in the first half of 2018 based upon Mr. Rabinovich’s 2017 performance goals, (ii) $750,000, which represents the entire fixed portion of the 2017 LTRP (of which $125,000 was paid in 2017) and a variable payment of $206,207 earned by Mr. Rabinovich’s in 2017 under the 2017 LTRP, and (iii) $1,244,972 in variable payments made in 2017 under prior LTRPs.

~~(8)~~

~~Amount consists of (i) our payment on behalf of Mr. Arnt of $10,212 in life insurance premiums and (ii) our contributions of $1,627 under the retirement benefit provided to Mr. Arnt.~~

~~(9)~~

~~Amount consists of (i) our payment on behalf of Mr. Gimenez of $11,436 in life insurance premiums and (ii) our contributions of $11,540 under the retirement benefit provided to Mr. Gimenez.~~

~~(10)~~

~~Amount consists of (i) our payment on behalf of Mr. Rabinovich of $8,376 in life insurance premiums and (ii) our contributions of $11,013 under the retirement benefit provided to Mr. Rabinovich.~~

Grants of Plan-Based Awards for ~~2017~~

2020

The table below summarizes plan-based awards granted to our named executive officers in ~~2017.~~2020.

		Estimated Possible Payouts Under
		Non-Equity Incentive Plan Awards
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)
Marcos Galperin		25,842	(1)	103,368	(1)	155,051	(1)
	April 29, 2020			3,069,793	(2)

Pedro Arnt		26,785	(1)	107,138	(1)	160,707	(1)
	April 29, 2020			797,001	(2)

Stelleo Tolda		19,097	(1)	76,390	(1)	114,585	(1)
	April 29, 2020			814,420	(2)

Osvaldo Giménez		27,427	(1)	109,708	(1)	164,562	(1)
	April 29, 2020			799,269	(2)

Daniel Rabinovich		26,193	(1)	104,771	(1)	157,157	(1)
	April 29, 2020			797,001	(2)

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)

Name Grant Date
Threshold
($)
Target ($)
Maximum
($)

Marcos Galperin
April 3, 2017
April 3, 2017
507,385 (2 )
676,513
5,946,400

(2)
(3)
(4) 845,642 (2 )
Pedro Arnt
April 3, 2017
April 3, 2017
186,949 (2 )
249,265
1,120,000

(2)
(3)
(4)
311,581
(2 )
Stelleo Tolda
April 3, 2017
April 3, 2017
183,315 (2 )
244,420
1,250,000

(2)
(3)
(4)
305,525
(2 )
Osvaldo Giménez
April 3, 2017
April 3, 2017
195,970 (2 )
261,294
1,250,000

(2)
(3)
(4) 326,617 (2 )
Daniel Rabinovich
April 3, 2017
April 3, 2017
186,949 (2 )
249,265
1,500,000

(2)
(3)
(4) 311,581 (2 )

~~(1)~~

~~Represents estimated future payouts under our 2017 LTRP and 2017 annual bonus.~~

~~(2)~~

The amount set forth reflects the annual discretionary cash bonus amounts that potentially could have been earned during 2017 based upon the executive’s performance goals. The actual discretionary cash bonuses earned in 2017 by our named executive officers have been determined and were paid in the first quarter of 2018. The amounts paid are included in the 2017 row of the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

~~(3)~~

~~See “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Retention Plans – 2017 Long-Term Retention Plan” for information regarding the terms of the 2017 LTRP bonus.~~

~~(4)~~

~~The maximum amount of each named executive officer’s 2017 LTRP bonus will depend on our stock price for the last 60-trading days of the applicable fiscal year.~~

(1) Represents estimated future payouts for the 2020 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 2020 by our named executive officers have been determined and were paid in or about the first quarter of 2021. The amounts paid are included in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation”.

(2) Represents the variable portion of each named executive officer’s 2020 LTRP bonus. The maximum amount of the variable portion of each named executive officer’s 2020 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’ 2020 LTRP bonus are included in the Summary Compensation Table under “Bonus”. See “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Retention Plans – 2020 Long-Term Retention Plan” for information regarding the terms of the 2020 LTRP bonus.

We have entered into employment agreements and indemnification agreements with each of our named executive officers. For a detailed description, see “Employment Agreements” ~~and “Certain Relationships and Related Transactions—Indemnification Agreements”~~ below.


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~~Option Exercises and Stock Vested~~


Table of Contents

~~Table of Contents~~

~~Our named executive officers do not hold any outstanding equity awards in the company.~~

~~Pension Benefits~~

We do not have any plan that provides for payments or other benefits at, following, or in connection with the retirement of any of our employees. However, as required by law in certain countries where we operate, we deduct a percentage of each employee’s salary, including our named executive officers, and remit it to governmental social security agencies or private pension fund administrators, depending on the regulatory regime established in each country.

~~Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans~~

~~We do not have any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.~~

Employment Agreements

We have previously entered into employment agreements with each of our named executive officers. The term of each of these employment agreements is for an undetermined period.

Each named executive officer that is party to an employment agreement is entitled to receive the base salary set forth in such named executive officer’s employment agreement, subject to the raises that we have provided to those named executive officers throughout the terms of their employment. In addition to base salary, the named executive officers may receive bonus compensation as we, in our sole discretion, elect to pay them in accordance with the bonus plan policy. The named executive officers are also entitled to reimbursement for reasonable out-of-pocket expenses that they incur on our behalf in the performance of their duties as named executive officers.

The employment agreements provide that, during a named executive officer’s employment and for so long afterwards as any pertinent information remains confidential, such named executive officer will not use or disclose any confidential information that we use, develop or obtain. The agreements provide that all work product relating to our business belongs to us or our subsidiaries, and the named executive officer will promptly disclose such work product to us and provide reasonable assistance in connection with the defense of such work product.

The agreements also provide that, during a named executive officer’s employment, and for a period of one year after the end of the named executive officer’s employment in the event of termination without “just cause,” and two years in the event of resignation or termination for “just cause” (the “non-competition period”), the named executive officer will not (1) compete directly or indirectly with us, (2) induce our or our subsidiaries’ employees to terminate their employment with us or to engage in any competitive business or (3) solicit or do business with any of our present, past or prospective customers or the customers of our subsidiaries.

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” (as defined below). 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 greater of (x) one year’s gross base salary or (y) the severance obligations mandated under the laws of the country where the named executive officer resides.

“Just cause” means and includes (1) the commission by the executive officer of any gross misconduct or any offense serious enough for the relationship to become impossible to continue, including without limitation, the executive officer’s willful and continuing disregard of the lawful written instructions of our board or such executive officer’s superiors, (2) any action or any omission by the executive officer, resulting in such executive officer’s breach of his duty of loyalty or any act of self-dealing, (3) any material breach by the executive officer of his duties and obligations under the employment agreement as decided by our board and (4) the executive officer’s conviction, in our board of director’s sole discretion, of any serious crime or offense for violating any law (including, without limitation, theft, fraud, paying directly or indirectly bribes or kick-backs to government officials, the crimes set forth in the U.S. Foreign Corrupt Practices Act of 1977 or the foreign equivalent thereof and the executive officer’s embezzlement of funds of our ~~company~~Company or any of our affiliates).

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.


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Table of Contents

For additional information regarding potential payments under our LTRPs in the event of a termination of employment, see “—Elements of Compensation—Long-Term Retention Plan—~~2017~~2020 Long-Term Retention Plan” and “—Prior Long-Term Retention Plans”

~~Table of Contents~~

The following tables represent the payments due to each named executive officer in the event of (i) his termination without just cause or (ii) a change in control (as defined under the ~~2017~~2020 LTRP) or (iii) his termination without Cause or resignation for Good Reason (each as defined under the ~~2017~~2020 LTRP) within 120 days prior to or on or after a change in control, assuming such event occurred on December 31, ~~2017.~~

2020.

Except as otherwise set forth in an executive officer’s employment agreement, “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.

“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.

Payments Due Upon Termination Without Cause (1)

Name	Salary ($)	Local law severance ($)
Marcos Galperin	351,349	207,570
Pedro Arnt	348,199	201,732
Stelleo Tolda	248,267	173,882
Osvaldo Giménez	356,552	205,190
Daniel Rabinovich	340,507	612,851

(1) Represents severance payable to the named executive officer as required under local law or pursuant to such officer’s employment agreement. As discussed above, upon a termination without cause, the named executive officer would be entitled to a lump sum severance payment in an amount equal to the greater of (x) one year’s gross base salary or (y) the severance obligations mandated under the laws of the country where the named executive officer resides.

Name Salary Total
$ $
Marcos Galperin 1,078,822 1,078,822
Pedro Arnt 401,351 401,351
Stelleo Tolda 356,141 356,141
Osvaldo Giménez 420,719 420,719
Daniel Rabinovich 401,351 401,351

~~(1)~~	~~Represents severance payable to the named executive officer as required under local law.~~
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Payment Upon a Change in Control (1)

~~Name~~

	Non-Equity Incentive
Name	Plan Compensation ($) (2)
Marcos Galperin	~~($)~~	18,402,991
~~Marcos Galperin~~ Pedro Arnt		~~12,595,354~~	3,951,172
~~Pedro Arnt~~ Stelleo Tolda		~~2,626,409~~	4,352,191
~~Stelleo Tolda~~ Osvaldo Giménez		~~2,698,170~~	4,302,116
~~Osvaldo Giménez~~		~~2,622,364~~
Daniel Rabinovich		~~2,915,715~~	4,717,027

~~(1)~~

Excludes any sale or stay bonuses payable under the Incentive Plan upon a sale of our company, which bonus amounts are based on the purchased price in the event of a sale. See “—Potential Payments Upon Termination or Change in Control” for more information.

~~(2)~~

Represents 50% of the outstanding awards held by the named executive officers under the LTRPs. All outstanding awards payable in this case are based on the average closing price of our common stock during the final 60 trading days of 2017.

(1) Excludes any sale or stay bonuses payable under the Incentive Plan upon a sale of our Company, which bonus amounts are based on the purchased price in the event of a sale. See “—Potential Payments Upon Termination or Change in Control” for more information.

(2) Represents 50% of the outstanding awards held by the named executive officers under the LTRPs. All outstanding awards payable in this case are based on the average closing price of our common stock during the final 60 trading days of 2020.

Payments Due Upon Termination without Cause or Resignation with Good Reason In Connection with a Change In Control (1)

			Non-Equity Incentive
Name	Salary ($) ₍₂₎		Plan Compensation ($) (3)	Total ($)
Marcos Galperin	207,570		36,805,981	37,013,551
Pedro Arnt	201,732	-	7,902,344	8,104,076
Stelleo Tolda	173,882	-	8,704,381	8,878,263
Osvaldo Giménez	205,190	-	8,604,231	8,809,421
Daniel Rabinovich	612,851	-	9,434,053	10,046,904

Name
Salary (3)

Non-Equity Incentive
Plan Compensation (2)
Total
$ ($) ($)
Marcos Galperin 1,078,822 25,190,708 26,269,530
Pedro Arnt 401,351 5,252,818 5,654,169
Stelleo Tolda 356,141 5,396,341 5,752,481
Osvaldo Giménez 420,719 5,244,727 5,665,446
Daniel Rabinovich 401,351 5,831,429 6,232,780

~~(1)~~

~~(2)~~

Represents 100% of all outstanding awards held by the named executive officers under the LTRPs. All outstanding awards payable in this case are based on the average closing price of our common stock during the final 60 trading days of 2017 and are payable in accordance with the ordinary payroll schedule or within 4 business days post termination.

~~(3)~~

~~Represents severance payable to the named executive officer as required by local law solely in the event of a termination without Cause.~~

(2) Represents severance payable to the named executive officer as required by local law solely in the event of a termination without Cause.

(3) Represents 100% of all outstanding awards held by the named executive officers under the LTRPs. All outstanding awards payable in this case are based on the average closing price of our common stock during the final 60 trading days of 2020 and are payable in accordance with the ordinary payroll schedule or within 4 business days post termination.

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 and Mr. Tolda, 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 ~~$750,000~~$755,000 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 ~~$1,500,000,~~$1,505,000, payable by the third-party issuer of the ~~policy.~~

policy, except for Mr. Galperin and Mr. Tolda.

Under the terms of the retirement benefit provided to our named executive officers, except for ~~Mr. Tolda and~~ Mr. Galperin, in the event of their retirement, the named executive officer would be eligible to receive the amount accumulated with respect to the retirement benefit as of the date of retirement. Assuming the named executive officers who are eligible for the retirement benefit retired as of the last business day of ~~2017,~~2020, the estimated amount of the benefits each named executive officer would receive under the terms of the retirement benefit are ~~$1,627~~$64,968 for Mr. Arnt, ~~$11,540~~$80,788 for Mr. Gimenez, ~~and $11,013~~$84,105 for Mr. ~~Rabinovich.~~Rabinovich and $67,734 for Mr. Tolda.


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Pay Ratio Disclosure

As required by ~~Section 953(b) of the Financial Reform Act, and~~ 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 ~~2017~~2020 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 December 31, ~~2017.~~

~~For 2017,~~

2020. 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, 2020.

	●
	~~The annual total compensation of our median employee was $23,746; and~~

	●	The annual total compensation of our chief executive officer for purposes of determining the pay ratio was $ ~~12,272,005.~~ 21,509,523; and
The annual total compensation of our median employee was $22,018.

Based on this information, for ~~2017,~~2020, 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 ~~517~~977 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.

Supplemental Ratio

We have calculated a supplemental ratio with the following differences from the aforementioned CEO pay ratio (which was calculated in accordance with the SEC’s rules):

The amount of LTRP ~~bonus~~ to be paid is subject to the price of our common stock on the NASDAQ, which can result in significant variability in payout year over year. For purposes of the supplemental ratio, we have calculated the annual total compensation of our chief executive officer for ~~2017~~2020 using the target value of his ~~2017~~2020 LTRP award, which mitigates the effect of fluctuations in the price of our common stock.

In addition, for purposes of the supplemental ratio, in identifying our median employee for the purpose of calculating that employee’s annual total compensation, we excluded all of our customer service representatives, whose responsibilities could be outsourced.

After making the above adjustments, the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employee is estimated to be ~~230~~208 to 1.

In addition, below is a chart comparing the most recent monthly minimum wage for a full-time employee in the main Latin American countries in which we operate, as reported by Mercer Human Resources, to an estimate of the current monthly minimum wage for a full-time employee in ~~California.~~

California based on the information provided by the U.S. Department of Labor.


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	MercadoLibre main locations	Monthly minimum wage in USD
~~Brazil~~	~~283~~ Brazil	207
~~Argentina~~	~~509~~ Argentina	266
~~Mexico~~	~~122~~ Mexico	217
~~Colombia~~	~~247~~ Colombia	260
~~Chile~~	~~439~~ Chile	446
	Uruguay	425
	Peru	257
	U.S. (California state)	~~1848~~2,340

The monthly minimum wage of a full-time employee in the main Latin American countries in which we operate, which is substantially lower than the estimate of the monthly minimum wage for a full-time employee located in California, may be useful to consider when comparing our CEO pay ratio with that of public companies whose workforce is predominantly located in the United States.


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PROPOSAL TWO:

ADVISORY VOTE TO APPROVE THE COMPANY’S

EXECUTIVE COMPENSATION

Section 14A of the Exchange Act added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Financial Reform Act”) provides our stockholders with an advisory (non-binding) vote to approve the compensation of our named executive officers as disclosed in this proxy statement.

As described in detail under “Executive Compensation,” our compensation program is designed to align the interests of management with those of our stockholders, apply a pay-for-performance philosophy and attract and retain top management talent. Our board believes that our current executive compensation program directly links executive compensation to our performance and properly aligns the interests of our named executive officers with those of our stockholders by:

●

Having a significant portion of the compensation awarded under our ~~2017~~2020 executive compensation program be contingent upon ~~company~~Company performance;

●

Having base salary represent a relatively small percentage of total direct compensation for our named executive officers; and

●

Having components of our compensation, such as the LTRP, ~~tied to drivers~~that align management interests with those of ~~stockholder value~~stockholders over the long-term.

See the information set forth under “Executive Compensation” for more information on these elements of our executive compensation program.

For these reasons, our board strongly endorses our ~~company’s~~Company’s executive compensation program and recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the ~~company’s~~Company’s stockholders approve, on an advisory basis, the compensation of the ~~company’s~~Company’s named executive officers, as disclosed in the MercadoLibre, Inc. Proxy Statement for the ~~2018~~2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosure.”

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2020, AS DISCLOSED IN THIS PROXY STATEMENT.

~~THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS FOR FISCAL YEAR 2017, AS DISCLOSED IN THIS PROXY STATEMENT.~~


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~~COMPENSATION~~COMPENSATION COMMITTEE

INTERLOCKS AND INSIDER

PARTICIPATION

During fiscal year ~~2017,~~2020, Messrs. Malka (Chairman) ~~and~~, Calemzuk, and Vazquez served as members of our compensation committee. None of the ~~current~~ members of our compensation committee during fiscal year 2020 has ever been an officer or employee of our ~~company~~Company or our subsidiaries or had any relationship with us requiring disclosure as a related party transaction under applicable rules of the SEC. During fiscal year ~~2017,~~2020, none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served on our compensation committee; none of our executive officers served as a director of another entity, one of whose executive officers served on our compensation committee; and none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as a member of our board. Following the Annual Meeting, Ms. Segal will be serving as a member of our compensation committee. All members of our compensation committee during fiscal year 2020 and Ms. Segal are independent in accordance with the applicable rules of NASDAQ and our corporate governance guidelines.

~~CERTAIN~~

CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers that obligate us to indemnify them to the fullest extent permitted by Delaware law.

Review, Approval or Ratification of Transactions with Related Parties

The board has delegated to the audit committee the responsibility to review and approve all transactions or series of transactions in which we or a subsidiary is a participant, the amount involved exceeds $120,000 and a “related person” (as defined in Item 404 of Regulation S-K) has a direct or indirect material interest. ~~Transactions~~As set forth in the audit committee charter, transactions that fall within this definition will be referred to the audit committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the audit committee will decide whether or not to approve the transaction and will approve only those transactions that are in the best interests of our ~~company.~~Company.


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AUDIT ~~AUDIT~~ COMMITTEE REPORT

Pursuant to SEC rules for proxy statements, the audit committee of our board has prepared the following Audit Committee Report. The audit committee intends that this report clearly describe our current audit program, including the underlying philosophy and activities of the audit committee.

The audit committee of our board as of the filing date of this Proxy Statement is composed of Mario Vázquez (Chairman), Meyer Malka and Susan Segal, all of whom are independent under the Listing Rules of NASDAQ and the rules and regulations of the SEC applicable to audit committees. The audit committee operates under a charter, which is posted on our investor relations website at http://investor.mercadolibre.com and annually reviewed by the board. This charter specifies the scope of the audit committee’s responsibilities and the manner in which it carries out those responsibilities.

The audit committee members are not professional accountants or auditors. Management has the primary responsibility for preparing the financial statements and designing and assessing the effectiveness of internal control over financial reporting. Management is also responsible for maintaining appropriate accounting and financial reporting principles and policies and the internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. In this context, the audit committee has reviewed and discussed with management the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~

2020.

The audit committee also has discussed with Deloitte & Co S.A. the matters required to be discussed by the PCAOB Auditing Standard 1301, “Communications with Audit Committees,” as amended.

The audit committee has received the written disclosures and the letter from Deloitte & Co S.A. required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Co S.A.’s communications with the audit committee concerning independence and has discussed with Deloitte & Co S.A. its independence.

Based on the audit committee’s review and discussions with management and Deloitte & Co S.A. described above, the audit committee recommended that our board include the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2020 for filing with the SEC.

The foregoing report does not constitute solicitation material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this report by reference ~~therein~~.

therein.

AUDIT COMMITTEE

~~April 26, 2018~~

Mario Vázquez, Chairman

Meyer Malka

Susan Segal

~~Chairman~~


MercadoLibre 2021 Proxy Statement	~~Meyer Malka~~ 54


Table of Contents	~~Susan Segal~~

~~Table of Contents~~

PROPOSAL THREE:

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Our audit committee has appointed Deloitte & Co. S.A. (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, ~~2018,~~2021, and stockholders are being asked to ratify the selection at the ~~2018~~2021 Annual Meeting. Representatives of Deloitte will not be present at the ~~2018~~2021 Annual Meeting in person. However, representatives will be present telephonically and will have the opportunity to make a statement and respond to appropriate questions.

Although ratification by stockholders is not a prerequisite to the ability of the audit committee to select Deloitte as our independent registered public accounting firm, we believe ratification to be desirable. Accordingly, our stockholders are being requested to ratify, confirm and approve the selection of Deloitte as our independent registered public accounting firm to conduct the annual audit of our consolidated financial statements for the year ending December 31, ~~2018.~~2021. If the stockholders do not ratify the selection of Deloitte, the selection of the independent registered public accounting firm will be reconsidered by the audit committee; however, the audit committee may select Deloitte notwithstanding the failure of the stockholders to ratify its selection. If the appointment of Deloitte is ratified, the audit committee will continue to conduct an ongoing review of Deloitte’s scope of engagement, pricing and work quality, among other factors, and will retain the right to replace Deloitte at any time.

The audit committee considers Deloitte to be qualified to deliver independent auditing services to our ~~company~~Company due to, among other things, their depth of experience, breadth of reserves, commitment to provide exceptional service, ability to handle transactional matters and location of key personnel.

Deloitte has served as our independent registered public accounting firm since 2010.

Audit and Non-Audit Fees

The following is a description of the fees billed to us by Deloitte for the years ended December 31, ~~2017~~2020 and ~~2016:~~2019:



	2020		2019
Audit Fees	$	2,950,365	$	1,610,331
Audit-Related Fees		195,730		158,149
Tax Fees		17,017		31,555
All Other Fees		21,499		73,578
Total	$	3,184,611	$	1,873,613

2017 2016
Audit Fees $ 1,577,210 $ 1,319,443
Audit-Related Fees $ 80,647 $ 327,531
Tax Fees $ 56,125 $ 113,517
All Other Fees $ 36,344 —
Total $ 1,750,326 $ 1,760,491

Audit Fees

Audit fees represent the aggregate fees billed to us by Deloitte during the applicable fiscal year in connection with the annual audit of our consolidated financial statements, the audit of our internal control over financial reporting, the review of our interim financial statements and the review of our Annual Report on Form 10-K. Audit fees also include fees for services performed by Deloitte during the applicable fiscal year that are closely related to the audit and in many cases could only be provided by our independent registered public accounting firm. Such services include consents related to SEC registration statements and certain reports relating to our regulatory filings.

Audit-Related Fees

Audit-related fees represent the aggregate fees billed to us by Deloitte during the applicable fiscal year for assurance and related services reasonably related to the performance of the audit of our annual financial statements for those years.


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Tax Fees

Tax fees represent the aggregate fees billed to us by Deloitte during ~~2017~~2020 and ~~2016~~2019 for tax compliance, tax planning and tax advice.

All Other Fees

All other fees represent the aggregate fees billed to us by Deloitte for those permissible non-audit services that the audit committee believes are routine and recurring and would not impair the independence of the independent registered public accounting firm and are consistent with the SEC’s rules on auditor independence.

Audit Committee Pre-Approval Policy

The audit committee’s policy is that all audit and non-audit services provided by its independent registered public accounting firm shall either be approved before the independent registered public accounting firm is engaged for the particular services or shall be rendered pursuant to pre-approval procedures established by the audit committee. These services may include audit services and permissible audit-related services, tax services and other services. The term of any pre-approval is twelve months from the date of pre-approval, unless the audit committee specifically provides for a different period. Any audit or non-audit service fees that we may incur that fall outside the limits pre-approved by the audit committee for a particular service or category of services require separate and specific pre-approval by the audit committee prior to the performance of services. For each fiscal year, the audit committee may determine the appropriate ratio between the total amount of fees for audit, audit-related and tax and other services. The audit committee may revise the list of pre-approved services from time to time. In all pre-approval instances, the audit committee will consider whether such services are consistent with the SEC rules on auditor independence.

~~Table of Contents~~

All of the fees paid to Deloitte during the years ended December 31, ~~2017~~2020 and ~~2016~~2019 described above were pre-approved by the audit committee in accordance with the audit committee pre-approval policy and before Deloitte was engaged for the particular service.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF~~


MercadoLibre 2021 Proxy Statement	56

~~DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~


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~~HEADQUARTERS~~


	HEADQUARTERS INFORMATION

Our headquarters are located at ~~Arias 3751, 7th~~Pasaje Posta 4789, 6th Floor, Buenos Aires, Argentina, ~~C1430CRG~~C1430EKG and the telephone number at that location is ~~011-54-11-4640-8000.~~

+5411-4640-8000.

~~OTHER~~


	OTHER MATTERS

As of the date of this proxy statement, our board does not know of any matters to be presented at the ~~2018~~2021 Annual Meeting other than those specifically set forth in the Notice of ~~2018~~2021 Annual Meeting of Stockholders and this proxy statement. If other proper matters, however, should come before the ~~2018~~2021 Annual Meeting or any adjournment thereof, the proxies named in the enclosed proxy card intend to vote the shares represented by them in accordance with their best judgment in respect of any such matters.

~~STOCKHOLDER PROPOSALS FOR 2019~~

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STOCKHOLDER PROPOSALS FOR

2022 ANNUAL MEETING

A stockholder may present proper proposals for inclusion in our proxy statement and for consideration at the ~~2019~~2022 Annual Meeting of Stockholders by submitting their proposals in writing to us in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our ~~2019~~2022 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later than December ~~31, 2018;~~30, 2021; provided, however, that in the event that we hold our ~~2019~~2022 Annual Meeting of Stockholders more than 30 days before or after the one-year anniversary date of the ~~2018~~2021 Annual Meeting, we will disclose the new deadline by which stockholders proposals must be received under Item 5 of our earliest possible quarterly report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

MercadoLibre, Inc.

Attn: Corporate Secretary

~~Arias 3751, 7th~~
Pasaje Posta 4789, 6th Floor

Buenos Aires, Argentina, ~~C1430CRG~~

C1430EKG

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders or nominate persons for election to our board at our annual meeting but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of a meeting (or any supplement thereto) given by or at the direction of the chairman of the board or our board of directors, (2) otherwise properly brought before the meeting by the chairperson or by or at the direction of a majority of our board of directors, or (3) properly brought before the meeting by a stockholder entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws.


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To be timely, our Corporate Secretary must receive the written notice at our principal executive offices not earlier than 90 days and not later than 60 days before the anniversary of the date on which we first mailed our proxy materials for the prior year’s annual meeting of stockholders (i.e. between January ~~30, 2019~~29, 2022 and ~~March 1, 2019~~February 28, 2022 for our ~~2019~~2022 Annual Meeting of Stockholders). However, in the event that the date of the ~~2019~~2022 Annual Meeting of Stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of the ~~2018~~2021 Annual Meeting, in order to be timely, a proposal or nomination by the stockholder must be delivered not later than the later of (i) 90 days before the ~~2019~~2022 Annual Meeting of Stockholders or (ii) 10 days following the day on which public announcement of the date of such meeting is first made. The notice must satisfy the other requirements with respect to such proposals and nominations contained in our bylaws. If a stockholder fails to meet the deadlines in Rule 14a-8 and our bylaws or fails to comply with SEC Rule 14a-4, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal. Our bylaws were filed with the SEC as an exhibit to our registration statement on Form S-1 on May 11, 2007, which can be viewed by visiting our investor relations website at http://investor.mercadolibre.com and may also be obtained by writing to our Corporate Secretary at our principal executive office ~~(Arias 3751, 7th~~(Pasaje Posta 4789, 6th floor, Buenos Aires, Argentina, ~~C1430CRG)~~C1430EKG).

By order of the board of directors,

Marcos Galperin

Chairman of the Board, President and Chief

Executive Officer

April 29, 2021

Buenos Aires, Argentina

	~~By order of the board of directors,~~
MercadoLibre 2021 Proxy Statement	~~Marcos Galperin~~ 58


Table of Contents	~~Chairman of the Board, President and Chief~~
	~~Executive Officer~~

~~April 30, 2018~~
~~Buenos Aires, Argentina~~

~~Table of Contents~~

mercado libre MERCADOLIBRE, INC. ~~ARIAS 3751 7TH~~PASAJE POSTA 4789, 6TH FLOOR BUENOS AIRES ~~C1430 CRG~~C1430EKG ARGENTINA VOTE BY INTERNET Before The Meeting - Go to ~~www.proxyvote.com~~www.proxvvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to ~~www.virtualshareholdermeeting.com/MELI2018~~www.virtualshareholdermeetinq.com/MELI2021 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~E47826-Z72612 KEEP THIS PORTION FOR YOUR RECORDS~~D48399-P54276 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ( KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY MERCADOLIBRE, ~~INC.The~~INC The Board of Directors recommends you vote FOR the following Class II director nominees named below:1 1. Election of Directors Nominees: ~~1) Nicolás~~01) Nicolas Galperin ~~2) Meyer Malka 3) Javier Olivan~~02) Henrique Dubugras For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ~~!!!~~ The Board of Directors recommends you vote FOR proposals 2 and 3. 21. To approve, on an advisory basis, the compensation of our named executive ~~officers. 3~~officers for fiscal year 2020. 2. Ratification of the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, ~~2018.~~2021. For Against ~~Abstain!!!!!!~~Abstain NOTE: Such other business as may properly come before the meeting or any adjournment ~~thereof.Please~~thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized ~~officer.Signature~~officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date


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Important Notice Regarding the Availability of Proxy Materials for the Annual ~~Meeting:~~Meeting The ~~2017~~2020 Annual Report and Notice and Proxy Statement are available at ~~www.proxyvote.com. E47827-Z72612~~ www.proxvvote.com. MERCADOLIBRE, INC. Annual Meeting of Stockholders June ~~15, 2018~~8, 2021 12:00 p.m. This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Marcos Galperin, Pedro Arnt and Jacobo Cohen Imach, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of MERCADOLIBRE, INC. that the stockholder(s) is/are entitled to vote at the ~~2018~~2021 Annual Meeting of Stockholders to be held at 12:00 p.m., Eastern Time, on June ~~15, 2018~~8, 2021 and can be accessed by visiting www.virtualshareholdermeeting.com/~~MELI2018~~ MELI2021 and any adjournment or postponement thereof. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A NOMINEE OR PROPOSAL, THE PROXIES WILL VOTE (AND ANY VOTING INSTRUCTIONS TO RECORD HOLDERS WILL BE GIVEN) "FOR" ALL NOMINEES IN PROPOSAL 1, "FOR" PROPOSAL 2, "FOR" PROPOSAL 3 AND, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS THAT PROPERLY COMES BEFORE THE MEETING.Continued and to be signed on ~~revers~~reverse side


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☑	Filed by the Registrant ☒	☐	Filed by a Party other than the Registrant ☐

☐
CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement

☒
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
☑	No fee required.
☐
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)
	~~(1)~~	Title of each class of securities to which transaction applies:
	(2)
	~~(2)~~	Aggregate number of securities to which transaction applies:
	(3)
	~~(3)~~	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)
	~~(4)~~	Proposed maximum aggregate value of transaction:
	(5)

	~~(5)~~	Total fee paid:
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☐	Fee paid previously with preliminary materials.
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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)
	~~(2)~~	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	~~(3)~~ (4)	~~Filing Party:~~ Date Filed:

	~~Sincerely yours,~~

	~~/s/ Marcos Galperin~~

	~~Marcos Galperin~~
	~~Chairman of the Board, President and Chief Executive Officer~~

	1.
The 2021 Annual Meeting of Stockholders of MercadoLibre, Inc. (the “2021 Annual Meeting”) will be held at 12:00 p.m., Eastern Time, on June 8, 2021.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/MELI2021, where stockholders will be able to listen to the meeting live, submit questions and vote online.

Items of business:
111		To elect the ~~three~~two Class II directors nominated and recommended by our board of directors, each to serve until the ~~2021~~2024 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified;

	2.
	121		To approve, on an advisory basis, the compensation of our named executive officers for fiscal year ~~2017;~~2020;

	3.
	131		To ratify the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, ~~2018;~~2021; and

	4.
	141		To transact such other business as may properly come before the meeting.

	Record date
	Our board of directors has fixed the close of business on April 12, 2021 as the record date for determining the stockholders entitled to notice of and to vote at the 2021 Annual Meeting. Only stockholders of record as of the close of business on April 12, 2021 are entitled to notice of and to vote at the 2021 Annual Meeting and at any adjournment or postponement thereof. We ask that as promptly as possible you vote via the Internet, by telephone or, if you requested to receive printed proxy materials, by mailing a proxy card or voting instruction card.

		By order of the board of directors,

	~~/s/~~ /s/ Jacobo Cohen Imach

~~Buenos Aires, Argentina~~	Jacobo Cohen Imach
~~April 30, 2018~~	Sr. Vice President, General Counsel and Secretary

MESSAGE FROM OUR CHAIRMAN	3
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	4
INTERNET AVAILABILITY OF PROXY MATERIALS	6
ATTENDING THE 2021 ANNUAL MEETING	6
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2021 ANNUAL MEETING	7
PROPOSAL ONE: ELECTION OF TWO CLASS II DIRECTORS	12
INFORMATION ON OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	15
DIRECTOR COMPENSATION	31
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	32
EXECUTIVE OFFICERS	33
BENEFICIAL OWNERSHIP OF OUR COMMON STOCK	35
EXECUTIVE COMPENSATION	37
PROPOSAL TWO: ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION	52
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	53
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	53
AUDIT COMMITTEE REPORT	54
PROPOSAL THREE: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	55
HEADQUARTERS INFORMATION	57
OTHER MATTERS	57
STOCKHOLDER PROPOSALS FOR 2022 ANNUAL MEETING	57

~~For questions regarding:~~	~~You may contact:~~

~~2018~~ For questions regarding:		You may contact:

2021 Annual Meeting		MercadoLibre Investor Relations, by going to
	http://investor.mercadolibre.com/~~contactus.cfm~~contact-us and submitting your question or request

Voting Stock Ownership		Computershare ~~P.O. Box 43078, Providence, RI 02940,~~ Overnight Mail Delivery: 462 South 4th Street, Suite 1600, Louisville, KY, 40202, USA Regular Mail: PO BOX 505000, Louisville, KY, 40233-5000, USA

	~~Telephone:~~	~~1-888-313-1478~~ 888 313 1478 (U.S. investors)
			~~1-781-575-3100~~ +1 (201) 680 6578 (Non-U.S. investors)
	~~Web:~~
		www.computershare.com/investor

Q:
	Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:
The Notice of Internet Availability will provide you with instructions regarding how to:

		●
		view our proxy materials for the ~~2018~~2021 Annual Meeting on the Internet; and

Q:
Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

	What proposals will be voted on at the ~~2018~~2021 Annual Meeting?

A:
There are three proposals scheduled for a vote at the ~~2018~~2021 Annual Meeting:

	●
	the election of the ~~three~~two Class II directors nominated and recommended by our board, each to serve until the ~~2021~~2024 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified;

	●
	~~“FOR”~~  “FOR” the election of the ~~three~~two Class II directors nominated and recommended by our board;

Q:
	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote as follows:

	●	If you hold shares beneficially in street name, you may also vote by proxy over the Internet or by telephone by following the instructions provided in the Notice of Internet Availability, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instruction card provided to you by your broker, bank, trustee or nominee.

Under Delaware law, votes cast by Internet or telephone have the same effect as votes cast by submitting a written proxy card.

A:
If you are the stockholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the ~~2018~~2021 Annual Meeting. Proxies may be revoked by any of the following actions:


	●	filing a timely written notice of revocation with our Corporate Secretary at our principal executive office ~~(Arias 3751, 7th~~(Pasaje Posta 4789, 6th Floor, Buenos Aires, Argentina, ~~C1430CRG)~~C1430EKG);


If your shares are held through a brokerage account or by a bank or other nominee, you may change your vote by:
	●
	submitting new voting instructions to your broker, bank or nominee following the instructions they provided; or

Q:	No cumulative voting rights are authorized, and dissenter’s rights are not applicable to these matters.
	If you sign and return your proxy card or broker voting instruction card without giving specific voting instructions, your shares will be voted “FOR” the election of the two Class II directors nominated and recommended by our board and named in this proxy statement, “FOR” approval of the compensation of our named executive officers, “FOR” the ratification of the approval of our independent auditors, and at the discretion of the proxies in any other matters properly brought before the 2021 Annual Meeting.
	If you are a beneficial holder and do not return a voting instruction card, your broker is only authorized to vote on the ratification of the approval of our independent auditors. See “What are broker non-votes and what effect do they have on the proposals?”

	Who will count the votes?

Q:
	What is the quorum requirement for the ~~2018~~2021 Annual Meeting?

Q:
	What is the voting requirement to approve each of the proposals?

Q:
	Where can I find the voting results of the ~~2018~~2021 Annual Meeting?

Q:
	Who will bear the cost of soliciting votes for the ~~2018~~2021 Annual Meeting?

~~INTERNET AVAILABILITY OF PROXY MATERIALS~~	4
~~ATTENDING THE 2018 ANNUAL MEETING~~ MercadoLibre 2021 Proxy Statement	4 11

Name	Fees Earned or Paid in Cash ($) (1)		Non-Equity Incentive Plan Compensation (2)		Total ($)
			Non-Equity Incentive Plan Compensation (2)

Emiliano Calemzuk		81,689		151,769		233,457
Nicolás Galperin (3)		-		-		-
Meyer Malka		81,689		151,769		233,457
Javier Olivan		59,836		151,769		211,604
Susan Segal		59,836		151,769		211,604
Mario Eduardo Vázquez		81,689		151,769		233,457
Roberto Balls Sallouti		59,836		151,769		211,604
Alejandro Nicolás Aguzin		57,863		144,888		202,751
Michael Spence		26,795		93,468		120,263

(in U.S. dollars)	Year	Base Salary ($)(1)		Annual Bonus ($)(1)(*)		2009 LTRP (Cash) ($)(2)		2010 LTRP (Cash) ($)(2)		2011 LTRP (Cash) ($)(2)		2012 LTRP (Cash) ($)(2)		2013 LTRP (Cash ($)(2)		2014 LTRP (Cash) ($)(2)		2015 LTRP (Cash) ($)(2)		2016 L TRP (Cash) $(2)		2017 LTRP (Cash) $(2)		Total ($)(**)

Marcos Galperin President and CEO	2017		732,889		1,014,770		-		843,577		626,667		546,445		2,182,227		1,628,300		1,549,899		1,704,417		1,312,991		12,142,185
	2016		602,195		833,684		327,565		559,323		427,844		379,231		1,517,874		1,182,162		1,134,639		1,228,313		-		8,192,830
	2015		550,447		635,131		229,743		417,704		328,792		295,919		1,186,913		959,872		927,715		-		-		5,532,237
Pedro Arnt Executive VP and CFO	2017		270,037		311,581		-		26,388		303,226		264,409		411,021		306,689		291,922		321,026		247,301		2,753,600
	2016		228,077		253,606		49,135		17,496		207,021		183,499		285,890		222,659		213,708		231,352		-		1,892,445
	2015		266,808		307,855		34,461		13,066		159,093		143,186		223,554		180,791		174,734		-		-		1,503,550
Stelleo Tolda Executive VP and COO	2017		264,788		366,630		-		408,183		303,226		264,409		411,021		306,689		291,922		321,026		276,006		3,213,899
	2016		220,298		325,025		163,783		270,640		207,021		183,499		285,890		222,659		213,708		231,352		-		2,323,876
	2015		210,800		243,231		114,871		202,115		159,093		143,186		223,554		223,554		174,734		-		-		1, 695,140
Osvaldo Giménez Executive VP - Payments	2017		283,068		326,617		-		204,091		151,613		264,409		411,021		306,689		291,922		321,026		276,006		2,836,462
	2016		239,078		319,006		60,272		135,320		103,511		183,499		285,890		222,659		213,708		231,352		-		1,994,295
	2015		266,808		369,426		42,273		101,057		79,546		143,186		223,554		180,791		174,734		-		-		1,581,376
Daniel Rabinovich Executive VP and CTO	2017		270,037		311,581		-		26,388		48,194		105,060		411,021		306,689		390,967		429,945		331,207		2,631,090
	2016		228,077		253,606		49,135		17,496		32,903		72,912		285,890		222,659		286,217		309,846		-		1,758,742
	2015		266,808		307,855		34,461		13,066		25,286		56,894		223,554		180,791		234,019		-		-		1,342,734
					��

	Nominal Target Value of 2017 LTRP Bonus (1)		Portion of 2017 LTRP Bonus Paid Out in respect of 2017(1)
Marcos Galperin	$	5,946,400	$	1,312,991
Pedro Arnt	$	1,120,000	$	247,301
Stelleo Tolda	$	1,250,000	$	276,006
Osvaldo Giménez	$	1,250,000	$	276,006
Daniel Rabinovich	$	1,500,000	$	331,207