MercadoLibre (MELI) Proxy filing summary

Executive summary

• Achieved 28 consecutive quarters of revenue growth above 30% year-over-year, with record Net Promoter Scores in key markets and a leadership transition to a new CEO effective January 1, 2026.

• Board-led CEO succession ensures leadership continuity, with the Executive Chairman focusing on long-term strategy and the CEO on daily operations.

• Compensation is structured to align with long-term value creation, with most executive pay tied to performance.

• Active board oversight of strategy, risk, and leadership development, with ongoing stockholder engagement informing governance and compensation practices.

Voting matters and shareholder proposals

• Three proposals: election of Class I directors for terms expiring in 2029, advisory approval of executive compensation for 2025, and ratification of the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Stockholders may submit proposals for the 2027 annual meeting, subject to advance notice and procedural requirements.

Board of directors and corporate governance

• Board consists of nine members, majority independent, with diverse expertise in commerce, fintech, technology, and Latin American markets.

• Lead independent director coordinates independent director activities and succession planning.

• Three principal standing committees: Audit, Compensation, and Nominating & Corporate Governance, all fully independent.

• Director compensation includes cash and equity, with additional retainers for committee chairs and lead director roles.

• Code of Ethics applies to all directors, officers, employees, and business partners.