UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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, 2023 (June 7, 2023)

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MercadoLibre, Inc.

(Exact Name of Registrant as Specified in its Charter)

+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):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

The Annual Meeting of Stockholders (the “Annual Meeting”) of MercadoLibre, Inc. (the “Company”) was held on June 7, 2023 for the following purposes:

The number of issued and outstanding shares of the Company’s common stock entitled to vote as of April 11, 2023, the record date for the Annual Meeting, was 50,207,607 shares. 43,498,235 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 2022, approved (on an advisory basis) to hold an advisory vote on executive compensation every one year and ratified the appointment of Pistrelli, Henry Martin y Asociados S.R.L., a member firm of Ernst & Young Global Limited as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results for each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.

In accordance with the voting results on the frequency of the advisory vote on executive compensation and its previous recommendation, the Board of Directors determined that future advisory votes on executive compensation will be held every year.

Proposal One — Election of Class I Directors:

In addition, there were 3,250,896 broker non-votes associated with the election of the Class I directors.

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

In addition, there were 3,250,896 broker non-votes associated with the advisory vote on the compensation of our Named Executive Officers.

Proposal Three — Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation:

In addition, there were 3,250,896 broker non-votes associated with the frequency of an advisory vote on executive compensation.

Proposal Four - Ratification of Appointment of Independent Registered Public Accounting Firm:

There were no broker non-votes arose in connection with Proposal Four.

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.