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 May 3, 2023, the Board of Directors (the "Board") of MercadoLibre, Inc. (the "Company") established the performance goals for the Company's bonus program for the 2023 fiscal year (the "2023 Bonus Program"). Under the 2023 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 (in constant dollars), Income from operations (in constant dollars), Total payment volume - adjusted (the total sum of all transactions paid for using Mercado Pago, including only On Platform, Online Payments Aggregator, Wallet, Point, Credit Card and Prepaid transactions) (in constant dollars) and the Company's Competitive 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 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 May 3, 2023, the Board approved the adoption of the 2023 Long Term Retention Program (the "2023 LTRP") and, after taking into account a compensation competitiveness analysis carried out by the Company's independent third-party compensation consultant, established the target award for each NEO under the 2023 LTRP. The 2023 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, 2024 and April 30, 2024, as determined by the Company), subject to continued employment on each payment date (other than in specified circumstances). Under the 2023 LTRP, each NEO shall receive:





     •   16.66% of half of his or her target 2023 LTRP award annually for a period
         of six years (with the first payment occurring between January 1, 2024
         and April 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


  10.1       MercadoLibre, 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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