Item 8.01 Other Events
Adoption of Compensation Plan for Independent Directors
On August 2, 2022, the Board of Directors (the "Board") of MercadoLibre, Inc.
(the "Company"), upon the recommendation of the Compensation Committee of the
Board, approved compensation for independent directors, as defined by the Board,
for service during the one year periods commencing at the Company's annual
shareholders' meeting in 2022, 2023 and 2024. Under the terms of the Board
approval, for each year of service the independent directors will receive (i) a
cash retainer fee of $72,000 and (ii) shares of common stock of the Company,
$0.001 par value per share ("Shares") having a value equal to $120,000, based on
the market value of the Company's stock (as described below). The Shares shall
be in the form of restricted stock and be subject to forfeiture and transfer
restrictions until the date of the first annual shareholders' meeting taking
place following the delivery date of such Shares. Additionally, the Board
approved additional annual cash retainer fees to be paid to each individual
serving the Board in one of the following capacities, in the amount of: $15,000
to the chair of the Nominating and Corporate Governance Committee of the Board,
$30,000 to the lead independent director of the Board, $21,913 to the chair of
the Audit Committee of the Board and $21,913 to the chair of the Compensation
Committee of the Board. Both the cash and equity-based compensation is subject
to forfeiture in the event that any independent director does not complete the
full year of service for which such compensation is due and shall be prorated
for any independent director whose service did not commence at the Company's
annual shareholders' meeting.
The market value of the Shares shall be based on (i) for Shares delivered in
2022, the average price paid by the Company to repurchase Shares on August 8,
2022, (ii) for Shares delivered in 2023 and 2024, the average price paid by the
Company to repurchase Shares on June 12, 2023 and 2024, respectively, and (iii)
for Shares delivered to an independent director whose service commenced after
the Company's annual shareholders' meeting, the average price paid by the
Company on the date that the Company repurchases Shares in connection with the
anticipated delivery of Shares to such new independent director. Shares will be
granted pursuant to the Company's Amended and Restated 2009 Equity Incentive
Plan.
The Board additionally approved reimbursement for travel and out-of-pocket
expenses incurred by the directors who are not employees or officers of the
Company or its subsidiaries in connection with attending meetings of the Board
and committees of the Board.
Approval of Stock Repurchases
On August 2, 2022, the Board approved a stock repurchase under the Company's
existing share repurchase program, approved by the Board on August 4, 2021 and
modified on March 1, 2022, pursuant to which on August 8, 2022 the Company may
repurchase Shares up to a value of $960,000. On August 2, 2022 the Board also
approved the repurchase of Shares pursuant to a trading plan that may be adopted
in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended. The Board authorized the Company to repurchase Shares on June 12, 2023
and June 12, 2024 under such trading plan, up to a value of $960,000 in each
repurchase. The Board further approved additional repurchases of Shares as
necessary in connection with the delivery of Shares to an independent director
whose service did not commence at the Company's annual shareholders' meeting.
All such repurchases were approved in connection with the equity compensation of
directors as described above.
The Board resolved that all Share repurchases shall be made in accordance with
Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing,
price and volume of open market stock repurchases. The authorization does not
obligate the Company to acquire any particular amount of common stock, and the
repurchase may be suspended or discontinued at the Company's discretion without
prior notice.
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