MercadoLibre, Inc. (NASDAQ:MELI)
Annual Shareholder Meeting Conference Call
June 17, 2014 12:00 PM ET
Jacobo Cohen Imach - General Counsel
Sarah Klee - Inspector of Elections
Pedro Arnt - EVP and CFO
Chris Green - Hunton & Williams LLP, External Counselor
Alberto Lopez Carnabucci - Deloitte & Co S.A
Good day, ladies and gentlemen and welcome to MercadoLibre Annual Shareholder Meeting Conference Call. At this time, all participants are in a listen-only mode. (Operator Instructions) As a reminder, this conference is being recorded.
Now I would like to introduce today’s moderator Mr. Jacobo Cohen Imach. Mr. Imach, you may begin.
Jacobo Cohen Imach
Good afternoon. Welcome to the 2014 annual meeting of stockholders of MercadoLibre Inc. I am Jacobo Cohen Imach, General Counsel of the Company, and I will act as Chairman and Secretary of this meeting. The meeting is now called to order. The company record will reflect that, of the 44,153,889 shares entitled to vote; approximately 95.45% or 42,145,799 shares of common stock are represented today here in person or by proxy which are sufficient to constitute a quorum for the purpose of contracting business at the meeting. Sarah Klee of the law firm Hunton & Williams LLP will act as the inspector of elections for this meeting. Sarah Klee has submitted, subscribed and filed an oath of office for purposes of this meeting.
As secretary of the meeting I am presenting the following documents.
First, a certified list of the holders of the common stock of the Company as of the close of business on April 21, 2014; the record date for determining stockholders entitled to notice of and to vote at this meeting. This list has been prepared by Computershare Inc., the Company’s transfer agent. And second, an affidavit of Anthony Filocamo, an employee of Broadridge Financial Solutions Inc. activate mailing on around June 11, 2014 of a notice of Internet availability of approximate period to the Company stockholders as of the close of business on April 21, 2014.
As Secretary I will file these materials within minutes of the meeting. Having a quorum we will now proceed with the business of this meeting.
I would like to introduce the Company’s executive officers that are in attendance today by telephone.
Pedro Arnt, Executive Vice President and Chief Financial Officer. In addition, attending today by telephone are Chris Green from Hunton & Williams LLP, our External Counselor; and Mr. Alberto Lopez Carnabucci from Deloitte & Co S.A, our independent auditing firm. During the question-and-answer period at the end of this meeting, he will be available to answer questions concerning the Company’s financial statement. Furthermore, Chris Green and Carolina Barbeiro of Hunton & Williams are available via telephone today, should any questions arise.
During the course of the meeting today, including during the question-and-answer sessions, representatives of the company may make statements that constitute forward-looking statements. These matters are subject to a number of factors that could cause actual results to differ materially from our expectations. Those factors are described in risk factor sections of the Company’s annual report on Form 10-K filed with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
Each of you should have registered at the desk as you entered the meeting. If there are any of you who have not registered, would you at this time please step over to the desk and sign the register. In order to ensure the orderly commence of the business of this meeting, we have adopted the order of business report in the agenda provided to each person at the entrance of the meeting room. Accompanying the agenda are the rules of this year for this meeting. We ask that in front (ph) of stockholders attending this meeting you are now [Indiscernible].
As stated in the rules of conduct shareholders should not address the meeting until recognized, should you decide to ask a question or speak during the meeting, please raise your hand. After being recognized, first identify yourself and your status as a stakeholder or representative of a stakeholder, then state your point or ask your question. As stated in the rules of conduct we ask that you restrict your remarks to the item of the agenda that is before us.
Thank you for your cooperation with these rules.
This meeting would consist of two parts; First the formalities necessary to establish the validity of the meeting, and second the meetings formal business. The only formal items of business on the agenda for today’s meeting are; first, to elect the three Class I Directors nominated and recommended by our Board of Directors, each to serve until the 2017 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified; second, an advisory vote on executive compensation; and third, ratification of the appointment of Deloitte & Co. S.A. as our independent registered public accounting firm.
The company has not received notice from any of its stockholders as required under by law or pursuant to rule 14a-8 under the Securities Exchange Act of 1934, of any other matters to be constituted at this meeting. And therefore no other proposals may be properly introduced by stockholders at this meeting. And now we clear the poll is open for voting of this meeting.
If you wish to vote at the meeting, and have not yet done so, you may deliver your ballot to inspectors for your elections. Please raise your hand if you need a ballot and one will be provided to you. The polls will remain open until immediately after any discussions of today’s proposal.
The first item of business on the agenda for this meeting is a proposal for the election of three nominees to serve on the Board of Directors of the Company as Class I Directors for a term of three years. The nominees to serve on the Board of the Company as Class I Directors are described in the Company’s proxy statement dated April 29, 2013 are Susan Segal, Michael Spence, Mario Vázquez. No other directors nominees have been proposed. Are there any questions or remarks regarding the nominees? I now declare the nominations for elections of directors closed. We will now move to the next item on the agenda.
Next on the agenda for this meeting is a proposal to approval on an advisory basis the compensation of the Company’s named executive officers present to the compensation disclosure rules of the SEC. The say-on-pay vote is advisory and is not binding on the Board of Directors about the compensation committee to take into consideration the outcome of the vote when making future executive compensation decisions. Are there any questions or remarks regarding the advisory vote on executive compensation? We will now move to the next item on the agenda.
Next on the agenda for this meeting is a proposal to ratify the appointment of Deloitte & Co. S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. Are there any questions or remarks regarding the ratification of Deloitte? The matter took forth in the notice of annual meeting to be voted on are now properly before this meeting. We will now proceed with voting on this pre-proposal. If you desire ballot, please raise your hand to do so and indicate, it will be provided. The inspectors of election will provide ballots to those who desire them. For the election of directors, the three person receiving the highest numbers of, for votes of Class I directors will be elected Class I directors of the Company, which is referred to in the Company’s proxy statement that’s approval by priority of all votes cast at the meeting. The affirmative forward vote of a majority of all of the shares present in person presented by proxy at the meeting and entitled to vote on the matter, it’s necessary to approve on an advisory basis the Company’s executive compensation.
The affirmative forward vote of majority of all of the share present in personal represented by the proxy at the meeting is necessary to approve the ratification of the independent registered public accounting firm. Unless there are any questions regarding the voting procedure, we will now close the polls and proceed to a report of election result. Hearing no questions, I ask each stockholder who plans to vote at the meeting, please read down keys of a ballots if you have note already done so. If you submitted a proxy prior to the meeting you don’t need to anything at this time unless you wish to change your vote. I now declare the poll is closed.
Based on filiations submitted by the inspector approvality of the shares eligible to vote have voted for the election of Susan Segal, Michael Spence and Mario Vázquez as Class I directors, consequently Ms. Segal, Mr. Spence from basket have been elected to the Board to serve as Class I directors until our 2017 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their death, resignations or removal. A majority of the shares present in person are represented by proxy at this meeting entitled to vote on the matter have voted to approve on an advisory basis the Company’s executive compensation.
Finally, a majority of the shares present in person or by proxy are voted to approve their ratification of Deloitte. A report of the exact voting will be filed with the records of this meeting. Again aware of no other business that should be brought before this meeting and accordingly hereby adjourn the meeting. I would like to thank you all of you for participating in the meeting. I would also like to express my appreciation to all the stockholders who submitted their proxies, but who are not able to be present in person. The directors, officers and employees of MercadoLibre appreciate the loyalty and confidence of all our stockholders. This concludes the 2014 Annual Meetings of Stockholders. Thank you all for you attendance here today.
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