MERCADOLIBRE INC

8-K · meli-8k_060926.htm iXBRL

0001099590

 2026-06-09
 2026-06-09

 0001099590

 meli:CommonStock0.001ParValuePerShareMember

 2026-06-09
 2026-06-09

 0001099590

 meli:Sec3.125NotesDue2031Member

 2026-06-09
 2026-06-09

 0001099590

 meli:Sec4.900NotesDue2033Member

 2026-06-09
 2026-06-09

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

 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 12, 2026 (
 June 9, 2026 )

  

  

  

 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)

  

 WTC Free Zone

 Dr. Luis Bonavita 1294, Of. 1733, Tower II

 Montevideo , Uruguay , 11300

 (Address of Principal Executive Offices) (Zip Code)

  

 + 598 - 2 - 927-2770

 (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

 3.125% Notes due 2031
 MELI31
 The Nasdaq Stock Market LLC

 4.900% Notes due 2033
 MELI33
 The Nasdaq Stock Market LLC

  
  
  

 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 9, 2026 for the following purposes:

  

 ● To elect the nominees for Class I directors recommended by the Company’s board of directors, to serve until the 2029 Annual
Meeting of Stockholders, or until such time as their respective successors are elected and qualified;

      

 ● To approve, on an advisory basis, the compensation of the Company’s named executive officers for fiscal year 2025; and

      

 ● To ratify the appointment of Pistrelli, Henry Martin y Asociados S.A., a member firm of Ernst & Young Global Limited, as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026.

  

 The number of issued and outstanding shares of
the Company’s common stock entitled to vote as of April 14, 2026, the record date for the Annual Meeting, was 50,697,182 shares.
42,917,786 shares of common stock were represented either in person (by means of remote communication) 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 Class I director nominees, approved (on an advisory basis) the Company’s executive compensation for fiscal year 2025 and ratified
the appointment of Pistrelli, Henry Martin y Asociados S.A., a member firm of Ernst & Young Global Limited, as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026. 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 Class I Directors:

  

 Nominee for Class I Directors

 For

 Withheld

 Susan Segal
 36,780,151
 2,269,483

 Stelleo Passos Tolda
 13,399,536
 25,650,098

 Alejandro Nicolás Aguzin
 38,488,792
 560,842

  

 In addition, there were 3,868,152 broker non-votes associated with
the election of the Class I directors.

  

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

  

 For

 Against

 Abstain

 34,371,581
 4,445,767
 232,286

  

 In addition, there were 3,868,152 broker non-votes associated with
the advisory vote on the compensation of our named executive officers.

  

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

  

 For

 Against

 Abstain

 42,608,235
 283,482
 26,069

  

 There were no broker non-votes associated with the ratification of
the appointment of our independent registered public accounting

 firm.

  

  

  

  

 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.

 Registrant

  
  
  

 Date: June 12, 2026

 By:
 /s/
Martín de los Santos

  
 Name:
 Martín de los Santos

  
 Title:
 Chief Financial Officer