Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Establishment of Performance Goals under the 2022 Bonus Program

On May 4, 2022, the Board of Directors (the "Board") of MercadoLibre, Inc. (the "Company") established the performance goals for the Company's bonus program for the 2022 fiscal year (the "2022 Bonus Program"). Under the 2022 Bonus Program, the bonus payout for each person who was a "named executive officer" in the Company's proxy statement for its most recent Annual Meeting (referred to below as "NEOs") is based on achievement of Net Revenue, Income from operations, the number of transactions using Mercado Pago (including payments on the marketplace platform, off-platform online payments, wallet, mobile point of sale, credit card and prepaid card transactions) and the Company's weighted compound Net Promoter Score. The Board has determined a target bonus for each NEO and applies an adjustment of up to + 50% or -50% to each bonus based upon the individual performance of each NEO.

The Board set each NEO's target bonus under the 2022 Bonus Program as four months of base salary (33.33% of each NEO's annual base salary).

Adoption of the 2022 Long Term Retention Program

On May 4, 2022, the Board approved the adoption of the 2022 Long Term Retention Program (the "2022 LTRP") and established the target award for each NEO under the 2022 LTRP. The 2022 LTRP provides the NEOs, along with other members of senior management, with the opportunity to receive cash payments annually for a period of six years (with the first payment occurring between January 1, 2023 and April 30, 2023, as determined by the Company), subject to continued employment on each payment date (other than in specified circumstances). Under the 2022 LTRP, each NEO shall receive:





     •   16.66% of half of his or her target 2022 LTRP award annually for a period
         of six years (with the first payment occurring between January 1, 2023
         and April 30, 2023) (the "Annual Fixed Payment"); and




     •   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 half of the
         NEO's target 2022 LTRP award and (ii) the quotient of (a) the Applicable
         Year Stock Price (as defined below) over (b) the average closing price of
         the Company's common stock on NASDAQ during the final 60 trading days of
         2021. For purposes of the 2022 LTRP, the "Applicable Year Stock Price" is
         the average closing price of the Company's common stock on 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 NASDAQ.

The target 2022 LTRP awards for our NEOs are set forth below.





                                                                   Target 2022 LTRP
Name                    Title                                            Award
Marcos Galperin         President & Chief Executive Officer            $6,139,585
                        Executive Vice President & Chief
Pedro Arnt              Financial Officer                              $1,700,000
Ariel Szarfsztejn       Executive Vice President - Commerce            $1,800,000
Osvaldo Giménez         Fintech President                              $2,400,000
                        Executive Vice President & Chief
Daniel Rabinovich       Operating Officer                              $2,200,000

The foregoing description of the 2022 LTRP does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 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.

The following exhibits are filed herewith.





Exhibit
 Number    Description

  10.1       MercadoLibre, Inc. 2022 Long Term Retention Program

  104      The cover page from this Current Report on Form 8-K, formatted in
           Inline XBRL.

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