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 2023 Bonus Program
On
The Board set each NEO's target bonus under the 2023 Bonus Program as four months of base salary (33.33% of each NEO's annual base salary).
Adoption of the 2023 Long Term Retention Program
On
• 16.66% of half of his or her target 2023 LTRP award annually for a period of six years (with the first payment occurring betweenJanuary 1, 2024 andApril 30, 2024 ) (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 2023 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 2022. For purposes of the 2023 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 2023 LTRP awards for our NEOs are set forth below.
Target 2023 Name Title LTRP Award (nominal) Marcos Galperin President & Chief Executive Officer$10,000,000 Osvaldo Giménez Fintech President$3,500,000 Daniel Rabinovich Executive Vice President & Chief$3,500,000 Operating Officer Pedro Arnt Executive Vice President & Chief$2,200,000 Financial Officer Juan Martín de la Serna Executive Vice President - Corporate$2,700,000 Affairs
The foregoing description of the 2023 LTRP does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 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 10.1MercadoLibre, Inc. 2023 Long Term Retention Program 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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