Current Report Filing (8-k)

Date : 06/14/2019 @ 1:01PM
Source : Edgar (US Regulatory)
Stock : Mercadolibre, Inc. (MELI)
Quote : 645.74  0.95 (0.15%) @ 7:54PM

Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _____________________

 

FORM 8-K

_____________________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 10, 2019

_____________________

 

MercadoLibre, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware 001-33647 98-0212790
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

Arias 3751, 7th Floor, Buenos Aires, Argentina C1430CRG
(Address of Principal Executive Offices) (Zip Code)

 

011-54-11-4640-8000
(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share MELI Nasdaq Global Select Market
     
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging Growth Company ☐
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
           

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders (the “Annual Meeting”) of MercadoLibre, Inc. (the “Company”) was held on June 10, 2019 for the following purposes:

 

to elect the three Class III directors nominated and recommended by the Company’s board of directors, each to serve until the 2022 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified;

 

to hold an advisory vote on executive compensation for fiscal year 2018;

 

to consider and vote upon a proposal to approve the adoption of the Amended and Restated 2009 Equity Compensation Plan; and

 

to ratify the appointment of Deloitte & Co. S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

The number of outstanding shares of the Company’s common stock entitled to vote (including shares of the Company’s Preferred Series A stock on an as-converted basis) as of April 15, 2019, the record date for the Annual Meeting, was 49,526,972 shares. 43,855,092 shares of common stock were represented in person or by proxy at the Annual Meeting, which were sufficient to constitute a quorum for the purpose of transacting business at the Annual Meeting.

 

At the Annual Meeting, the stockholders elected all three Class III director nominees, approved (on an advisory basis) the Company’s executive compensation for fiscal year 2018, approved the adoption of the Amended and Restated 2009 Equity Compensation Plan and ratified the appointment of Deloitte & Co. S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.

 

Proposal One — Election of three Class III Directors:

 

Nominee for Director

For

Withheld

Emiliano Calemzuk     39,243,698 1,414,272
Marcos Galperín      38,807,958 1,850,012
Roberto Balls Sallouti 28,451,597 12,206,373

 

In addition, there were 3,197,122 broker non-votes associated with the election of directors.

 

Proposal Two — Advisory Vote on the Compensation of our Named Executive Officers:

 

For

Against

Abstain

Broker Non-Votes

39,645,644 887,190 125,136 3,197,122

 

Proposal Three —Vote on the Proposal to Approve the Adoption of the Amended and Restated 2009 Equity Compensation Plan:

 

For

Against

Abstain

Broker Non-Votes

36,996,517 771,544 2,889,909 3,197,122

 

Proposal Four — Ratification of Appointment of Independent Registered Public Accounting Firm:

 

For

Against

Abstain

Broker Non-Votes

43,520,985 242,046 92,061 *

 

* No broker non-votes arose in connection with Proposal Four.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MercadoLibre, Inc.
     

Dated: June 14, 2019

 

By: /s/ Pedro Arnt
  Name:   Pedro Arnt
  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

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