MercadoLibre, Inc. (NASDAQ:MELI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Determination of 2016 Bonuses for the NEOs under the 2016
Bonus Program
On April 3, 2017, the Board of Directors (the Board) of
MercadoLibre, Inc. (the Company) approved the following annual
bonuses under its bonus program for the persons listed below
(each of whom was a named executive officer in the Companys proxy
statement for its most recent Annual Meeting, and are referred to
below as NEOs) in respect of the fiscal year ended December 31,
2016 (the 2016 Bonus Program):
| Name | Title | 2016 Bonus* | |||
| Marcos Galperin | President Chief Executive Officer | $806,943 | |||
| Pedro Arnt | Executive Vice President Chief Financial Officer | $245,472 | |||
| Stelleo Tolda | Executive Vice President Chief Operating Officer | $338,567 | |||
| Osvaldo Gimenez | Executive Vice President Payment | $308,774 | |||
| Daniel Rabinovich | Executive Vice President and Chief Technology Officer | $245,472 | |||
* The 2016 Bonus is payable in the local currency of each NEOs
country of residence, but is disclosed above in U.S. dollars,
based on the applicable exchange rate as of the payment date of
the 2016 Bonus.
The terms and conditions of the 2016 Bonus Program are consistent
with the terms of the Companys annual bonus program for the 2015
fiscal year, as disclosed in the Companys proxy statement for its
most recent Annual Meeting.
Establishment of Performance Goals under the 2017 Bonus
Program
On April 3, 2017, the Board established the performance goals for
the Companys bonus program for the 2017 fiscal year (the 2017
Bonus Program). Under the 2017 Bonus Program, the bonus payout
for each NEO is based on achievement of net income, net revenue,
net promoter score and certain other corporate performance goals
for 2017, provided that for Mr. Gimenez 50% of his bonus under
the 2017 Bonus Program is based on achievement of certain
performance goals related to the MercadoPago business. The Board
then applies an adjustment of up to 20% or -50% based upon the
individual performance of each NEO.
The Board set each NEOs target bonus opportunities under the 2017
Bonus Program as 115% of each NEOs base salary.
Adoption of the 2017 Long Term Retention Program
On April 3, 2017, the Board approved the adoption of the 2017
Long Term Retention Program (the 2017 LTRP) and established the
target award for each NEO under the 2017 LTRP. The 2017 LTRP
provides the NEOs, along with other members of senior management,
with the opportunity to receive certain cash payments subject to
achievement of similar corporate performance goals to those of
our 2016 Bonus Program. If such performance goals are achieved,
each NEO will be eligible to receive the following payments,
subject to continued employment on each payment date (other than
in specified circumstances):
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16.66% of his or her target 2017 LTRP award annually for a period of six years (with the first payment occurring on or about March31, 2017) (the Annual Fixed Payment); and |
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on each date the Company pays the Annual Fixed Payment, each NEO will also receive a payment equal to the product of (i)16.66%% of the NEOs target 2017 LTRP award and (ii)the quotient of (a) the Applicable Year Stock Price (as defined below) over (b) the average closing price of the Companys common stock on the NASDAQ during the final 60 trading days of 2016. For purposes of the 2017 LTRP, the Applicable Year Stock Price is the average closing price of the Companys 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. |
The target 2017 LTRP awards for our NEOs are set forth below:
| Name | Title | Target 2017 LTRP Award* | |||
| Marco Galperin | President Chief Executive Officer | $5,946,400 | |||
| Pedro Arnt | Executive Vice President Chief Financial Officer | $1,120,000 | |||
| Stelleo Tolda | Executive Vice President Chief Operating Officer | $1,250,000 | |||
| Osvaldo Gimenez | Executive Vice President Payment | $1,250,000 | |||
| Daniel Rabinovich | Executive Vice President and Chief Technology Officer | $1,500,000 | |||
The foregoing description of the 2017 LTRP does not purport to be
complete and is qualified in its entirety by reference to the
full text of the 2017 LTRP, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
| Item 9.01 | Financial Statements and Exhibits. |
d. Exhibits:
10.1MercadoLibre, Inc. 2017 Long Term Retention Program
About MercadoLibre, Inc. (NASDAQ:MELI)
MercadoLibre, Inc. (MercadoLibre) hosts an online commerce platform in Latin America, which is focused on enabling e-commerce and its related services. The Company provides a portfolio of services facilitating e-commerce transactions. Its geographic segments are Brazil, Argentina, Mexico, Venezuela and other countries (including Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Panama, Peru, Portugal, Guatemala, Bolivia, Paraguay, Uruguay and the United States of America. It also operates online commerce platforms in the Dominican Republic, Panama, Bolivia, Guatemala, Paraguay and Portugal. It offers its users an eco-system of over six related e-commerce services: the MercadoLibre Marketplace, The MercadoLibre Classifieds Service, the MercadoPago payments solution, the MercadoLibre Advertising program, the MercadoShops online Webstores solution and the Mercado Envios shipping service. It operates a real estate classified platform in the United States. MercadoLibre, Inc. (NASDAQ:MELI) Recent Trading Information
MercadoLibre, Inc. (NASDAQ:MELI) closed its last trading session up +1.38 at 219.10 with 410,709 shares trading hands.
