Affirmation of Contentsour 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.

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 athttp://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:

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

* Independent Director.

Audit Committee

The audit committee, which met foursix times and took sevenfour actions by unanimous written consent during fiscal year 2019,2020, 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:

For more information, please see “Audit Committee Report” beginning on page 54 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.

Compensation Committee

The compensation committee, which met three timesone time and took twothree actions by unanimous written consent during fiscal year 2019,2020, 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. Pursuant to its charter, the compensation committee is responsible for:

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

Table of Contents

Nominating and Corporate Governance Committee

The nominating and corporate governance committee, which met oncetwice during fiscal year 2019,2020, 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:

Our board has adopted a written charter for our nominating and corporate governance committee, which is posted on our investor relations website athttp://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.

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:

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 athttp://investor.mercadolibre.com.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	30

---

---

Table of Contents

Table of Contents

DIDIRECTORRECTOR COMPENSATION

On August 2, 2016,6, 2019, our board, upon the recommendation of the compensation committee, adopted a director compensation program that set compensation for our independent directors for the period from June 2016 to June 2019. For 2019, each independent director received an annual fee for board services comprised of a non-adjustable board service award and an adjustable board service award. The non-adjustable board service award consisted of a fixed cash payment of $60,000. The adjustable board service award consisted of a fixed cash amount of $100,000 adjusted to reflect the annual change in the average closing trading price of our stock. 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 consisted of an additional cash retainer in the amount of $21,913, $21,913, $7,304 and $14,609, respectively.

The compensation committee 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. The compensation committee reviewed the Director Compensation Program for the period after June 10, 2019 and on August 6, 2019, the Board, upon the recommendation of the Compensation Committee of the Board, approved compensation for independent directors, as defined by the Board, for service during the one year periods commencing at the Company’s annual shareholders’ meeting in 2019, 2020 and 2021. Under the terms of the Board approval, for fullFor 2020, each year of service the independent directors will receive (i) adirector received an annual cash retainer fee for board services and a grant of $72,000 and (ii)shares of restricted stock. The cash retainer fee consisted of a fixed cash payment of $72,000. The shares of restricted stock (“Shares”Shares”) havinghad a value equal to $120,000.$120,000, based on the market value of the Company’s stock. The Shares shall beare 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. Additionally, the Board approved additionalAdditional annual cash retainer fees to bewere paid to each individual serving the Board in one of the following capacities, in the amount of: $15,000 to the chair of the Nominatingnominating and Corporate Governance Committeecorporate governance committee of the Board, $30,000 to lead independent director of the Board, $21,913 to the chair of the Audit Committeeaudit committee of the Board and $21,913 to the chair of the Compensation Committeecompensation 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 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.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	31

---

---

Table of Contents

Director Compensation for 20192020

The following table summarizes compensation earned by our non-employee directors for the fiscal year ended December 31, 2019:2020. 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.

			Fees Earned or Paid in Cash (1)			Stock Awards (2)			Non-Equity Incentive Plan Compensation (3)			Total
Emiliano Calemzuk		$	101,059		$	65,902		$	82,554		$	249,515
Nicolás Galperin (4)			-			-			-			-
Meyer Malka			88,380			65,902			82,554			236,836
Javier Olivan (5)			56,861			-			82,554			139,415
Susan Segal			66,500			65,902			82,554			214,956
Mario Eduardo Vázquez			88,380			65,902			82,554			236,836
Roberto Balls Sallouti			66,500			65,902			82,554			214,956
Alejandro Nicolás Aguzin			66,500			65,902			82,554			214,956
Total		$	534,180		$	395,410		$	577,878		$	1,507,467

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

(1)
(1)	The amounts in this column include all fees earned for calendar year 2019,2020, 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 fees earned under the 20192020 Director Compensation Program for the period June to December, 20192020 and (ii) the portion of the fees earned under the 20182019 Director Compensation Program for the period January to June, 2019.2020.
(2)	The amounts in this column include the fair value at the grant datedates for stock awards madeearned during the period from June 10, 2019 to December 31, 2019.
(3)	The amounts in this column include the adjustable board service award earned and paid under the 2018 Director Compensation Program for the period from January to June 2019.
(4)	Mr. Nicolás Galperin is not an independent director and did not receive any compensation for his services on our board in 2019 in accordance with our policy not to compensate non-independent directors.
(5)	On August 5, 2019, Mr. Javier Olivan announced his resignation, effective August 7, 2019, from his position as a member of the board of directors of MercadoLibre, Inc. The table reflects compensation earned by Mr. Olivan in 2019 prior to his resignation. The Company paid in cash the proportional amount of Stock Awards that Mr. Oliván would have received as of August 7, 2019 and the payment is included in the “Fees Earned or Paid in Cash” column of the table.calendar year 2020.

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.

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, 20192020 through December 31, 2019,2020, all Section 16(a) filing requirements applicable to our officers, directors and greater-than-10% beneficial owners were complied with on a timely basis, with the exception of one transaction for Mr. Sallouti which was reported on a Form 4 filed on August 14, 2019, one transaction for Mr. Calemzuk which was reported on a Form 4 filed on August 12, 2019 and one transaction for Marcos Galperin whichthat was reported on a Form 5 filed on February 12, 2020.2, 2021.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	32

---

---

Table of Contents

EXECUTIVETable of Contents OFFICERS

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, 2020.April 29, 2021.

		Age		Position
Name			Age			Position
Marcos Galperin		49	49			Chairman of the Board, President and Chief Executive Officer
Pedro Arnt		46	47			Executive Vice President and Chief Financial Officer
Stelleo Tolda		52	53			Commerce President
Osvaldo Giménez			51			Fintech President
Daniel Rabinovich			43			Executive Vice President and Chief Operating Officer (Business Ecosystem)
Osvaldo Giménez		50		Executive Vice President and Chief Executive Officer (Fintech)
Daniel Rabinovich		42		Executive Vice President and Chief Operating Officer (Product & Technology)
Marcelo Melamud		49	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 Toldaishas been our Business EcosystemCommerce President since August 2020. Prior to this position, from 2019 until August 2020, Mr. Tolda was our Chief Operating Officer since October 2019. On April 1,(Commerce), and from 2009 Mr. Tolda was appointed chief operating officer.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.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	33

---

Table of Contents

---

Table of Contents

	Osvaldo Giménezis an executive vice president and,has been our Fintech President since October 2019, Fintech's Chief Executive Officer. He has beenAugust 2020.  Prior to this appointment, he was responsible for MercadoPago operations, sincea 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 Rabinovichis an executive vice president and, since October 2019,has been our Product & Technology Chief Operating Officer.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, sincea 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 15, 2008. Prior to this appointment, Mr. Melamud served as our vice president—administration and control, sincea 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.

MercadoLibre 2021 Proxy Statement	34

---

Table of Contents

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

The following tables set forth information, as of April 13, 2020,12, 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.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.

Mercado Libre 2020 Proxy Statement

34

---

Table of Contents

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, 7thPasaje 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)		4,401,845		8.86		%
Galperin Trust (3)		4,000,000		8.05		%
EuroPacific Growth Fund (4)		3,424,500		6.89		%
Capital Research Global Investors (5)		3,623,338		7.29		%
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)		298		*
Nicolás Galperin		—		—
Meyer Malka (7) (8)		56,934		*
Susan Segal (8)		178		*
Mario Vázquez (8)		2,532		*
Roberto Balls Sallouti (8)		178		*
Alejandro Nicolás Aguzin (8)		10,178		*
All directors and executive officers as a group (13 persons)		198,815		*

		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		*

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	35

---

Table of Contents

---

*
Table of Contents

*	Indicates less than 1% ownership
(1)
(1)	Based on an aggregate amount of 49,709,95549,852,319 shares of our common stock issued and outstanding as of April 13, 2019.12, 2021.
(2)	According to a Schedule 13G/A filed on January 22, 202012, 2021 by Baillie GiffordGifford & Co., Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland, UK (“Baillie Gifford”Gifford”), a non-U.S. institution, Baillie GiffordGifford is the beneficial owner of 4,401,8454,751,724 shares of our common stock. Baillie GiffordGifford has sole voting power over 3,583,7454,032,297 shares of our common stock and sole dispositive power over 4,401,8454,751,724 shares of our common stock. Securities reported on the Schedule 13G/A as being beneficially owned by Baillie GiffordGifford are held by Baillie GiffordGifford and/or one or more of its investment adviser subsidiaries, which may include Baillie GiffordGifford 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, 20173, 2021 jointly by the Galperin Trust, Alpenstrasse 15, Zug, CH-6304,Switzerland (the “Trust”), Meliga No. 1 Limited Partnership (“Meliga LP”) and Volorama Stichting (each a “Reporting Person”), each Reporting Person is the beneficial owner of 4,000,0003,900,000 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”) in connection with an estate planning transaction and according to Mr. Galperin’s Form4 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.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”) 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”) 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 consentapproval 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 PersonsTrust and Volorama Stichting each have shared voting power over 4,000,0003,900,000 shares of our common stock and shared dispositive power over 4,000,0003,900,000 shares of our common stock, and Meliga LP has shared voting power over 3,900,000 shares of our common stock and sole dispositive power over 3,900,000 shares of our common stock.
(4)	According to a Schedule 13G13G/A filed on February 14, 201916, 2021 by Capital Research Global Investors, 333 South Hope Street, 55th Fl, Los Angeles, California 90071 (“Capital Research”), an investment adviser registered under Section 240.13d-1(b)(1)(ii)(E)of the Investment Advisers Act of 1940, Capital Research is the beneficial owner of 2,885,754 shares of our common stock. Capital Research has sole voting power over 2,883,551 shares of our common stock and sole dispositive power over 2,885,754 shares of our common stock. Capital Research Global Investors is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International 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 3,424,5002,637,766 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.
(5) (6)	According to a Schedule 13G/A filed on February 14, 2020 by Capital Research Global Investors, 333 South Hope Street, Los Angeles, California 90071 (“Capital Research”), an investment adviser registered under Section 240.13d-1(b)(1)(ii)(E)of the Investment Advisers Act of 1940, Capital Research is the beneficial owner of 3,623,338 shares of our common stock.Capital Research has sole voting power over 3,621,762 shares of our common stock and sole dispositive power over 3,623,338 shares of our common stock. Capital Research is a division of Capital Research and Management Company.
(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 178137 shares of stock, subject to forfeiture and transfer restrictions until the 2020 annual meeting2021 Annual Meeting of the shareholders of MercadoLibre, Inc.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	36

---

---

Table of Contents

EXECUTIVE Table of ContentsCOMPENSATION

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 20192020 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, Executive ViceCommerce President and Chief Operating Officer (Business Ecosystem)

●

·

Osvaldo Giménez, Executive ViceFintech President and Chief Executive Officer (Fintech)

●

·

Daniel Rabinovich, Executive Vice President and Chief Operating Officer (Product & Technology)

The Executive Summary below provides an overview of our performance during 20192020 and its correlation to our compensation decisions and practices.

Executive Summary

Our Business

Founded in 1999, MercadoLibre is the leading e-commerce company in Latin America. Through its six integrated e-commerce platforms including Mercado Libre, Mercado Pago and Mercado Envíos, it offers technology solutions that enable companies and individuals to buy, sell, announce, send and pay for goods and services over the internet. MercadoLibre serves millions of users, providing compelling technology-based solutions that democratize commerce and money, thus contributing to the development of a large and 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 companyCompany performance, in the case of our president and chief executive officer, and both individual and companyCompany 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.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	37

---

Table of Contents

---

Table of Contents

Consideration of 20182020 Stockholder Advisory Vote on Executive Compensation

At the 20192020 Annual Meeting of Stockholders, stockholders approved our 20182019 advisory vote on executive compensation with approximately 90.40%89.09% of the votes cast in favor. We believe that overwhelmingstrong support of our stockholders for the 20192020 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 20192020 Executive Compensation Program

As discussed in more detail beginning on page 40,39, our 20192020 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 officersofficers 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 2019
2020

In making its compensation decisions for the 20192020 performance year, the compensation committee recognized our company’s 2019Company’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 20192020 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’sCompany’s demonstrated performance. As illustrated below, 86.0%98.5% of our chief executive officer’s total target direct compensation for our 20192020 fiscal year was performance based and 80.3%93.8% of our other named executive officers’ average total target direct compensation was performance based.

●

·

A portion of the compensation awarded under our 20192020 executive compensation program is contingent upon both individual and companyCompany performance, in the case of our named executive officers. In 2019,2020, subject to satisfaction of Minimum Eligibility Conditions (described under “2019“2020 Annual Bonus Performance Elements” below), the total amount of our chief executive officer’s annual bonus was based on pre-determined companyCompany 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 companyCompany performance criteria and partially based on qualitative assessment of individual performance.

Mercado Libre 2020 Proxy Statement

38

---

Table of Contents

·

●

The bonuses granted to our named executive officers under our 20192020 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, 50% of the cash payable under the 20192020 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

MercadoLibre 2021 Proxy Statement	38

---

Table of Contents

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 compensation for our named executive officers as well as the market terms for our LTRP agreements.

Role of Executive OfficersOfficers 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.

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.

Mercado Libre 2020 Proxy Statement

39

---

Table of Contents

Competitive Considerations

To set total compensation guidelines, the compensation committee reviews market data of companies against which the compensation committee believes our companyCompany 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.

To facilitate making external

With the aim of gaining accuracy in our process of compensation comparisonsbenchmarking, we established, together with Mercer Consulting,revisited and introduced some minor changes to our previous compensation peerspeer group (defined in 2018. Mercer Consulting provided the compensation committee with competitive market data by analyzing proprietary third-party surveys, publicly-disclosed documents,2018) based on public information available about both size of revenuerevenues and market capitalization of each selected company, resulting in the following list of companies in specified peer groups. Accordingly, thethat we considered when analyzing and making decisions relating to our 2020 compensation peers used to inform our 2019 compensation decisions were: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 determine 20192020 executive officer compensation, our compensation committee takes into consideration information about compensation peers and market survey to craft competitive compensation packages appropriate for our particular executives.

ElementsElements of Compensation

The following table summarizes the various elements of compensation paid to our named executive officers, in each of 2020, 2019 2018 and 2017.2018. 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.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	4039

---

---

Table of Contents

Elements of Compensation Paid to Named Executive Officers Officers

in 2020, 2019 2018 and 20172018

in US dollars		Year		Base Salary ($)(1)		Annual Bonus ($)(1)(*)		Long Term Retention Plans (Cash)(2)																		Total ($)(**)
								2010 ($)		2011 ($)		2012($)		2013 ($)		2014 ($)		2015 ($)		2016 ($)		2017 ($)		2019 ($)
Marcos Galperín President and CEO		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
		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
		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
Pedro Arnt Executive VP and CFO		2019		263,251		61,165		-		-		478,759		-		529,317		499,142		558,613		407,960		360,503		3,158,710
		2018		216,709		-		-		350,182		303,902		472,098		347,708		330,102		364,800		276,902		-		2,662,403
		2017		270,037		311,581		26,388		303,226		264,409		411,021		306,689		291,922		321,026		247,301		-		2,753,600
Stelleo Tolda Executive VP and COO (Business Ecosystem)		2019		302,831		50,365		-		-		478,759		-		529,317		499,142		558,613		455,312		368,382		3,242,721
		2018		243,915		-		-		350,182		303,902		472,098		347,708		330,102		364,800		309,042		-		2,721,749
		2017		264,788		366,630		408,183		303,226		264,409		411,021		306,689		291,922		321,026		276,006		-		3,213,899
Osvaldo Giménez Executive VP - CEO (Fintech)		2019		275,953		64,116		-		-		478,759		-		529,317		499,142		558,613		455,312		361,528		3,222,740
		2018		227,165		-		-		175,091		303,902		472,098		347,708		330,102		364,800		309,042		-		2,529,908
		2017		283,068		326,617		204,091		151,613		264,409		411,021		306,689		291,922		321,026		276,006		-		2,836,462
Daniel Rabinovich Executive VP and COO (Product & Technology)		2019		266,150		42,630		-		-		190,230		-		529,317		668,493		748,142		546,374		360,503		3,351,839
		2018		216,709		-		-		55,657		120,753		472,098		347,708		442,101		488,572		370,851		-		2,514,449
		2017		270,037		311,581		26,388		48,194		105,060		411,021		306,689		390,967		429,945		331,207		-		2,631,090



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

(*)	Please note that the values above, have excluded any allowance.
(**)	The table above may not total due to rounding.
(1)	Base salaries in respect of fiscal year 20192020 are paid in U.S dollar for Mr. Galperin, in Argentine pesos except for Stelleo Tolda whoseMr. Rabinovich and in Brazilian Reais for Mr. Tolda. For Mr. Arnt, base salary iswas 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 Reales butReais 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, 2019.2020. 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 20192020 are paid in U.S. dollar for Mr. Galperin, in Argentine pesos except for StelleoMr. 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 Brazilian Reales butU.S. dollar, annual bonuses are disclosed above in U.S. dollars in each case, at the average exchange rate for the month of December, 2019.2020.
(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.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	4140

---

---

Table of Contents

Base Salary

Base salaries for our named executive officersofficers 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 2019,2020, the compensation committee considered the comparative market data previously prepared by Mercer.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.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.

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 2019,2020, the compensation committee selected the following as the corporate performance (the “Consolidated Corporate Performance”) measures:

●

·

Net revenues - adjusted, defined as our net revenues for 20192020 net of the 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. This metric is measured in constant dollars;

●

Net income, ·

Income from operations, defined as our net income from operations in 2019, and2020 after adjustments for unusual items as determined by the compensation committee;committee. This metric is measured in constant dollars;

●

·

Total payment transactions - adjusted, defined as the number of transactions paid for using Mercado Pago, including onlyOn Platform, Online Payments Aggregator, Wallet, Point and Prepaid transactions;

·

Percentage of shipments delivered in less than two days, defined as the share of shipments delivered in less than 48 hours over total shipments of Mercado Libre;

·

Competitive NPS, which stands for Net Promoter Score and is defined as a metric of our MarketplaceCommerce and Fintech customers’ satisfaction, calculated as the percentage of promoters (customers who would likely recommend MercadoLibreMercado Libre ) minus the percentage of detractors (customers who would not likely recommend MercadoLibre)Mercado Libre). This metric is measured by Ipsos, a globalrenowned independent market research consultant,consultants (Ipsos, Ibope and Netquest), through anonymous surveys that compare MercadoLibreMercado 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 “Weighting of 20192020 Annual Bonus 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’sCompany’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;

·

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

MercadoLibre 2021 Proxy Statement	Mercado Libre41

---

Table of Contents

·

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’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.

MercadoLibre 2021 Proxy Statement	42

---

---

Table of Contents

2020 Annual Bonus Performance Elements

The following table sets forth the target levels for the various performance metrics (the “Minimum Eligibility Conditions”) included in the Company performance goals for 2020 and actual performance 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
2019

2020 Long-Term Retention Plan

The compensation committee makes annual grants of long-term incentive awards to focus its executives on the company’sCompany’s long-term goals, in particular its share growth. The LTRP is designed to assist us in the retention of key employees that have valuable industry experience and developed competencies. Subject to continued employment through each payment date, the LTRP is paid as follows:

●

·

a cash payment equal to 16.66% of half of his or her 20192020 LTRP bonus once a year for a period of six years, (the “Annual“Annual Fixed Payment”Payment”); and

●

·

on each date our companyCompany 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 20192020 LTRP bonus and (ii) the quotient of (a) the Applicable Year Stock Price (as defined below) over (b) $322.91,$553.45, the average closing price of our common stock on the NASDAQ during the final 60 trading days of 2018.2019. For purposes of the 20192020 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.

2019

MercadoLibre 2021 Proxy Statement	43

---

Table of Contents

2020 LTRP Bonus

The following table sets forth the nominal target value of the 20192020 LTRP bonus and the portion of the 20192020 LTRP bonus paid out for 20192020 for each named executive officer:

		Nominal Target Value of 2019 LTRP Bonus				Portion of 2019 LTRP Bonus Paid Out in respect of 2019
Marcos Galperin		$		6,139,585		$		1,388,541
Pedro Arnt		$		1,594,002		$		360,503
Stelleo Tolda		$		1,628,840		$		368,382
Osvaldo Giménez		$		1,598,537		$		361,528
Daniel Rabinovich		$		1,594,002		$		360,503

Weighting of 2019 Annual Bonus Performance Measures
The following table describes the components of each named executive officer’s 2019 annual bonus and the percentage weight of each element:

Consolidated Performance— Constant Dollars (1)		Marcos Galperin		Pedro Arnt		Stelleo Tolda		Osvaldo Giménez		Daniel Rabinovich
Net Revenues (2)		70.0		70.0		70.0		70.0		70.0	%
Net Income (3)		20.0		20.0		20.0		20.0		20.0
Competitive NPS (4)		10.0		10.0		10.0		10.0		10.0
Overall Performance (5)		100.0		100.0		100.0		100.0		100.0	%
Individual Performance Multiplier (6)
Above Expectations		1.5		1.5		1.5		1.5		1.5
Meet Expectations		1		1		1		1		1
Below Expectations		0.5		0.5		0.5		0.5		0.5

Mercado Libre 2020 Proxy Statement

43

---

			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

Table of Contents

(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 is defined as our net revenues 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)	Overall Performance for our named executive officers is equal to the Weighted Average for the Consolidated Performance—Constant Dollars.
(6)	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 2019 fiscal year.

2019 Annual 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 2019 and actual performance realized against those objectives:

Metrics		2019 Actual (in MM)				2019 Objective (in MM)				Minimum as percentage of Plan (1)				% of Objective (2)
Consolidated Performance—Constant Dollars
Net Revenues (excluding Venezuela)		2,763.5				2,879.9				75.0		%		96.0		%
Net Income (excluding Venezuela)		(123.7)				(18.8)				75.0		%		9.0		%
Competitive NPS		57.6		%		52.6		%		95.0		%		109.4		%
Weighted average - Overall Performance										77.0		%		79.9		%
Individual Performance Multiplier
Messrs.Tolda and Rabinovich														1.0
Messrs. Galperin, Arnt and Gimenez														1.5

(1)	The minimum weighted average as percentage of Plan to meet the minimum eligible conditions was established at 77.0%. The Minimum Achievement for Net Revenues is set as the midpoint between 2018 achievements and 2019 targets, for Net Income is set considering a maximum deviation of 1% of Net Revenues that equals 75% accomplishment, and for NPS is set at 95%.
(2)	Percentage of objective cannot be higher than 120% to limit the subsidy of over performing to underperforming metrics.

Other Compensation and Benefits

Prior Long-Term Retention Plans.  Our prior LTRPs 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.

Mercado Libre 2020 Proxy Statement

44

---

Table of Contentsofficer, in each case, subject to continued employment.

Equity awards.awards.In 2019, our board amended and our stockholders approved the Amended and Restated 2009 Equity Compensation Plan. As of December 31, 2019,2020, we had approximately 1,000,000 shares of common stock available for issuance under the Amended and Restated 2009 Equity Compensation Plan. NoAs 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 2019.
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 officersofficers and lend cars through our Eco Friendly Company car policy (MercadoLibre leases vehicles under this program for certain employees). We do not sponsor or maintain any pension plans for any of our 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 companyCompany 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 Rabinovich, providing for coverage of up to $755,000, with twice the level of coverage in the event of the named executive officer’s accidental death or disability. For Mr. Tolda provides for coverage of up to R$837,000. We also provide a retirement benefit for our named executive officers, except for Mr. Galperin,Rabinovich, which consisted of monthly companyCompany 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%1.5% and for Mr. Stelleo, which consisted of 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.

MercadoLibre 2021 Proxy Statement	44

---

Table of Contents

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’sCompany’s Annual Report on Form 10-K for the year ended December 31, 2019,2020, as incorporated by reference from this proxy statement.

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 24.23. The compensation committee has assessed our compensation policies and practices for our employees in 20192020 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.

Mercado Libre 2020 Proxy Statement

45

---

Table of ContentsCompany.

Summary Compensation Table

The following table sets forth compensation information for the years ended December 31, 2020, 2019 2018 and 20172018 for our named executive officers.

Name and Principal Position			Year		Salary ($) (1)		Non-Equity Incentive Plan Compensation ($) (2)				All Other Compensation ($)				Total ($)
Marcos Galperin President and Chief Executive Officer			2019		507,186		10,970,014		(3)		-				11,477,200
			2018		552,767		8,142,465				-				8,695,232
			2017		732,889		11,539,116				-				12,272,005
Pedro Arnt Executive Vice President and Chief Financial Officer			2019		263,251		2,463,140		(3)		39,431		(4)		2,765,822
			2018		216,709		1,861,055				26,170				2,103,934
			2017		270,037		2,455,112				11,839				2,736,988
Stelleo Tolda Executive Vice President and Chief Operating Officer (Business Ecosystem)			2019		302,831		2,496,738		(3)		59,698		(5)		2,859,267
			2018		243,915		1,882,362				109,122				2,235,399
			2017		264,788		2,919,653				-				3,184,441
Osvaldo Giménez Executive Vice President—CEO (Fintech)			2019		275,953		2,503,635		(3)		41,201		(6)		2,820,788
			2018		227,165		1,736,764				27,347				1,991,276
			2017		283,068		2,582,922				22,976				2,888,966
Daniel Rabinovich Executive Vice President and Chief Operating Officer (Product & Technology)			2019		266,150		2,593,918		(3)		38,574		(7)		2,898,642
			2018		216,709		1,703,261				23,732				1,943,702
			2017		270,037		2,512,760				19,389				2,802,186

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


(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.

Mercado Libre 2020 Proxy Statement

46

---

Table of Contents

(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)	2019 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 average exchange rate for December 2019.
(3)	Includes the variableportion of prior LTRPs paid in January 2020 and the variable and fixed portion of the 2019 LTRP earned by each executive officer in 2019.
MercadoLibre 2021 Proxy Statement	45

---

(4) Table of Contents	Amount consists of (i) our payment on behalf of Mr. Arnt of $16,221 in life insurance premiums and (ii) our contributions of $23,210 under the retirement benefit provided to Mr. Arnt.
(5)	Amount consists of (i) our payment on behalf of Mr. Tolda of $17,660 in life insurance premiums and (ii) our contributions of $42,038 under the retirement benefit provided to Mr. Tolda.
(6)	Amount consists of (i) our payment on behalf of Mr. Gimenez of $17,004 in life insurance premiums and (ii) our contributions of $24,197 under the retirement benefit provided to Mr. Gimenez.
(7)	Amount consists of (i) our payment on behalf of Mr. Rabinovich of $15,439 in life insurance premiums and (ii) our contributions of $23,135 under the retirement benefit provided to Mr. Rabinovich.

(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 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 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 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 life insurance premiums and (ii) our contributions of $40,577 under the retirement benefit provided to Mr. Gimenez.

(8)    Amount consists of (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.

Grants of Plan-Based Awards for 20192020

The table below summarizes plan-based awards granted to our named executive officers in 2019.2020.

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)
Name		Grant Date		Threshold ($)				Target ($)				Maximum ($)
Marcos Galperin				61,460		(2)		92,190		(2)		122,919		(2)
		March 29, 2019						6,139,585		(3) (4)
Pedro Arnt				36,186		(2)		54,279		(2)		72,372		(2)
		March 29, 2019						1,594,002		(3) (4)
Stelleo Tolda				44,695		(2)		67,042		(2)		89,390		(2)
		March 29, 2019						1,628,840		(3) (4)
Osvaldo Giménez				37,932		(2)		56,898		(2)		75,864		(2)
		March 29, 2019						1,598,537		(3) (4)
Daniel Rabinovich				37,831		(2)		56,746		(2)		75,661		(2)
		March 29, 2019						1,594,002		(3) (4)

				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)

(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” below.

(1)	Represents estimated future payouts upon satisfaction of the service condition under our 2019 LTRP and Minimum Eligibility Conditions for the 2019 annual bonus.
MercadoLibre 2021 Proxy Statement	46

---

(2) Table of Contents		The amount set forth reflects the annual discretionary cash bonus amounts that potentially could have been earned during 2019 based upon the executive’s performance goals. The actual discretionary cash bonuses earned in 2019 by our named executive officers have been determined and were paid in the first quarter of 2020. The amounts paid are included in the 2019 row of the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Mercado Libre 2020 Proxy Statement

47

---

Table of Contents

(3)	See “—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Retention Plans – 2019 Long-Term Retention Plan” for information regarding the terms of the 2019 LTRP bonus.
(4)	The maximum amount of each named executive officer’s 2019 LTRP bonus will depend on our stock price for the last 60-trading days of the applicable fiscal year.
	We have entered into employment agreements and indemnification agreements with each of our named executive officers. For a detailed description, see “Employment Agreements” below.

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 companyCompany or any of our affiliates).

Mercado Libre 2020 Proxy Statement

48

---

Table of Contents

In September of 2001, we implemented the 2001 Management Incentive Bonus Plan (the “Incentive Plan”“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.

MercadoLibre 2021 Proxy Statement	47

---

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—20192020 Long-Term Retention Plan” and “—Prior Long-Term Retention Plans”

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 20192020 LTRP) or (iii) his termination without Cause or resignation for Good Reason (each as defined under the 20192020 LTRP) within 120 days prior to or on or after a change in control, assuming such event occurred on December 31, 2019.2020.

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 ($)		Total ($)
Marcos Galperin		676,057		676,057
Pedro Arnt		398,045		398,045
Stelleo Tolda		446,950		446,950
Osvaldo Giménez		417,250		417,250
Daniel Rabinovich		416,138		416,138

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.

(1)
MercadoLibre 2021 Proxy Statement	Represents severance payable to the named executive o48fficer as required under local law.

---

Table of Contents

Payment Upon a Change in Control (1)

Name
		Non-Equity Incentive
Name		Plan Compensation ($) (2)
Marcos Galperin		18,402,991
Marcos Galperin Pedro Arnt		11,011,1913,951,172
Pedro Arnt Stelleo Tolda		2,321,3824,352,191
Stelleo Tolda Osvaldo Giménez		2,412,1074,302,116
Osvaldo Giménez		2,394,972
Daniel Rabinovich		2,803,2074,717,027

(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 2019.

Mercado Libre 2020 Proxy Statement

49

---

Table

(1)    Excludes any sale or stay bonuses payable under the Incentive Plan upon a sale of Contentsour 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)

Name		Salary ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)		Total ($)
Marcos Galperin		676,057		22,022,382		22,698,439
Pedro Arnt		398,045		4,642,763		5,040,808
Stelleo Tolda		446,950		4,824,214		5,271,164
Osvaldo Giménez		417,250		4,789,944		5,207,194
Daniel Rabinovich		416,138		5,606,414		6,022,552

(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 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 2019 and are payable in accordance with the ordinary payroll schedule or within 4 business days post termination.

				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

(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 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 $755,000 in proceeds from the third-party issuer of the policy and R$837,000 for Mr. Tolda.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 $1,505,000, payable by the third-party issuer of the policy, except for Mr. Galperin and Mr. Tolda.

Under the terms of the retirement benefit provided to our named executive officers, except for 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 2019,2020, the estimated amount of the benefits each named executive officer would receive under the terms of the retirement benefit are $28,231$64,968 for Mr. Arnt, $38,481$80,788 for Mr. Gimenez, $36,769$84,105 for Mr. Rabinovich and R$1,191,467$67,734 for Mr. Tolda.

MercadoLibre 2021 Proxy Statement	49

---

Table of Contents

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 20192020 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, 2019.2020. 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 chief executive officer for purposes of determining the pay ratio was $ 11,477,200;21,509,523; and
		The annual total compensation of our median employee was $17,383$22,018.

Mercado Libre 2020 Proxy Statement

50

---

Table of Contents

Based on this information, for 2019,2020, 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 660977 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 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 20192020 using the target value of his 20192020 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 276208 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. 

MercadoLibre 2021 Proxy Statement	50

---

Table of Contents

	MercadoLibre main locations		Monthly minimum wage in USD
	Brazil		207
	Argentina	Brazil		254	266
	Mexico	Argentina		264	217
	Colombia	Mexico		194	260
	Chile	Colombia		259	446
	Uruguay	Chile		418	425
	Peru	Uruguay		434	257
		Peru		278
		U.S. (California state)		2,160	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.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	51

---

---

Table of Contents

PROPOSAL TWO:

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”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 20192020 executive compensation program be contingent upon companyCompany 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 driversthat align management interests with those of stockholder valuestockholders 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’sCompany’s executive compensation program and recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the company’sCompany’s stockholders approve, on an advisory basis, the compensation of the company’sCompany’s named executive officers, as disclosed in the MercadoLibre, Inc. Proxy Statement for the 20202021 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 2019, AS DISCLOSED IN THIS PROXY STATEMENT.

Mercado Libre

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.

MercadoLibre 2021 Proxy Statement	52

---

---

Table of Contents

COMPETable of ContentsNSATION COMMITTEE

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER

PARTICIPATION

During fiscal year 2019,2020, Messrs. Malka (Chairman), 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 companyCompany 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 2019,2020, 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. TransactionsAs 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.

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	53

---

---

Table of Contents

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, 2019.2020.

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, 20192020 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.

		AUDIT COMMITTEE
		Mario Vázquez, Chairman Meyer Malka Susan Segal

Mercado Libre 2020
MercadoLibre 2021 Proxy Statement	54

---

---

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, 2020,2021, and stockholders are being asked to ratify the selection at the 20202021 Annual Meeting. Representatives of Deloitte will not be present at the 20202021 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, 2020.2021. 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 companyCompany 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, 20192020 and 2018:2019:

			2019			2018
Audit Fees		$	1,610,331		$	1,783,923
Audit-Related Fees		$	158,149		$	166,509
Tax Fees		$	31,555		$	141,428
All Other Fees		$	73,578		$	31,033
Total		$	1,873,613		$	2,122,893



		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

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.

Mercado Libre 2020 Proxy Statement

55

---

Table of Contents

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.

MercadoLibre 2021 Proxy Statement	55

---

Table of Contents

Tax Fees

Tax fees represent the aggregate fees billed to us by Deloitte during 20192020 and 20182019 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.

All of the fees paid to Deloitte during the years ended December 31, 20192020 and 20182019 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 RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

Mercado Libre 2020 Proxy Statement

56

---

Table of Contents

		HEADQUARTERS INFORMATION Our headquarters are located atArias 3751, 7th Floor, Buenos Aires, Argentina, C1430CRGand the telephone number at that location is+5411 4640-8000.
		THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC   ACCOUNTING FIRM

		OTHER MATTERS As of the date of this proxy statement, our board does not know of any matters to be presented at the 2020 Annual Meeting other than those specifically set forth in the Notice of 2020 Annual Meeting of Stockholders and this proxy statement. If other proper matters, however, should come before the 2020 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.
MercadoLibre 2021 Proxy Statement	56

---

	Table of Contents

	HEADQUARTERS INFORMATION

Our headquarters are located at Pasaje Posta 4789, 6th Floor, Buenos Aires, Argentina, C1430EKG and the telephone number at that location is +5411-4640-8000.

	OTHER MATTERS

As of the date of this proxy statement, our board does not know of any matters to be presented at the 2021 Annual Meeting other than those specifically set forth in the Notice of 2021 Annual Meeting of Stockholders and this proxy statement. If other proper matters, however, should come before the 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 2021 2022 ANNUAL MEETING A stockholder may present proper proposals for inclusion in our proxy statement and for consideration at the 2021 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 2021 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later than December 31, 2020; provided, however, that in the event that we hold our 2021 Annual Meeting of Stockholders more than 30 days before or after the one-year anniversary date of the 2020 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 Floor Buenos Aires, Argentina, C1430CRG 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.

A stockholder may present proper proposals for inclusion in our proxy statement and for consideration at the 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 2022 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later than December 30, 2021; provided, however, that in the event that we hold our 2022 Annual Meeting of Stockholders more than 30 days before or after the one-year anniversary date of the 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
Pasaje Posta 4789, 6th Floor
Buenos Aires, Argentina, 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.

Mercado Libre 2020 Proxy Statement

57

---

Table of Contents

		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 27, 2021 and February 26, 2021 for our 2021 Annual Meeting of Stockholders). However, in the event that the date of the 2021 Annual Meeting of Stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of the 2020 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 2021 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 floor, Buenos Aires, Argentina, C1430CRG).
		MercadoLibre 2021 Proxy Statement	By order of the board of directors,57 Marcos Galperin Chairman of the Board, President and Chief Executive Officer

---

Table of Contents
		April 27, 2020 Buenos Aires, Argentina

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 29, 2022 and February 28, 2022 for our 2022 Annual Meeting of Stockholders). However, in the event that the date of the 2022 Annual Meeting of Stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of the 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 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 (Pasaje Posta 4789, 6th floor, Buenos Aires, Argentina, 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

MercadoLibre 2021 Proxy Statement		58

---

Mercado Libre 2020 Proxy Statement
Table of Contents		58

---

Table of Contents

mercado libre MERCADOLIBRE, INC.
ARIAS 3751 7TH PASAJE POSTA 4789, 6TH FLOOR
BUENOS AIRES C1430CRG
C1430EKG ARGENTINA

VOTE BY INTERNET
Before The Meeting- Go towww.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 towww.virtualshareholdermeeting.com/MELI2020

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:
		D10447-P38618		KEEP THIS PORTION FOR YOUR RECORDS
				DETACH AND RETURN THIS PORTION ONLY

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: 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 Board of Directors recommends you vote FOR the following Class II director nominees named below: 1. Election of Directors Nominees: 01) Nicolas Galperin 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. 1. To approve, on an advisory basis, the compensation of our named executive 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, 2021. For Against Abstain NOTE: Such other business as may properly come before the meeting or any adjournment 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 [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

MERCADOLIBRE, INC.		For All	Withhold All	For All Except
	The Board of Directors recommends you vote FOR the following Class I director nominees named below:
	1.	Election of Directors			☐	☐	☐
		Nominees:
		01)	Susan Segal
		02)	Mario Eduardo Vázquez
		03)	Alejandro Nicolás Aguzin

To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
MercadoLibre 2021 Proxy Statement	59

---

	The Board of Directors recommends you vote FOR proposals 2 and 3.	For	Against	Abstain
Table of Contents	2.	To approve, on an advisory basis, the compensation of our named executive officers.	☐	☐	☐
	3.	Ratification of the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2020.	☐	☐	☐
	NOTE:Such other business as may properly come before the meeting or any adjournment 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 [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)	Date

---

Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
Meeting The 20192020 Annual Report and Notice and Proxy Statement are available atwww.proxyvote.com.

D10448-P38618

www.proxvvote.com. MERCADOLIBRE, INC.
Annual Meeting of Stockholders
June 8, 20202021 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 20202021 Annual Meeting of Stockholders to be held at 12:00 p.m., Eastern Time, on June 8, 20202021 and can be accessed by visitingwww.virtualshareholdermeeting.com/MELI2020MELI2021 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 reverse side

MercadoLibre 2021 Proxy Statement	60

---