MercadoLibre (MELI) Proxy Filing summary

Executive summary

• Achieved record growth in 2024, surpassing 100 million unique active buyers and 61.2 million monthly fintech users, with strong engagement and expansion across Latin America.

• Focused on democratizing commerce and financial services, supporting over 1.8 million families and 574,000 SMEs, and integrating sustainability into business strategy.

• Celebrating 25 years, the company emphasizes culture, innovation, and long-term value creation, with a clear commitment to ESG and operational excellence.

Voting matters and shareholder proposals

• Four proposals for the 2025 Annual Meeting: election of Class I and III directors, advisory approval of executive compensation, ratification of EY as auditor, and approval of redomestication from Delaware to Texas.

• Board recommends voting FOR all proposals, including the Texas redomestication to align legal domicile with operational focus and achieve cost savings.

Board of directors and corporate governance

• Board consists of nine members, with a majority classified as independent under NASDAQ standards.

• Regular board refreshment, with new director nominee Martin Lawson and the departure of Andrea Mayumi Petroni Merhy.

• Board leadership structure includes combined CEO/Chairman roles and a lead independent director for oversight.

• Three principal standing committees: audit, compensation, and nominating/corporate governance, all with independent members.

• Directors receive a mix of cash and equity compensation, with additional retainers for committee chairs and lead director roles.