UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 29, 2011
MercadoLibre, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33647 | 98-0212790 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| Arias 3751, 7th Floor Buenos Aires, C1430CRG, ArgentinaC1430DNN |
| (Address and zip code of principal executive offices) |
Registrant's telephone number, including area code: 011-54-11-4640-8000
________________________________________________________________________________
(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): |
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| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Financial Officer
On April 29, 2011, MercadoLibre, Inc. (the "Company") received formal notice from Hernán Kazah of his resignation as Executive Vice President and Chief Financial Officer of the Company effective as of the close of business on May 31, 2011. Mr. Kazah indicated that his resignation is not as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Kazah will remain at the Company as an employee for a period of time subsequent to May 31, 2011 in order to assist with the transition of his duties. During this transition period, which is expected to conclude during the second half of 2011, Mr. Kazah will continue to be paid his current base salary but will not be entitled to participate in the Company's long-term-retention plans.
The board of directors of the Company has appointed Pedro Arnt, who currently serves as the Company's Vice President - Strategic Planning, Treasury & Investor Relations, to the position of Executive Vice President and Chief Financial Officer effective June 1, 2011.
In connection with Mr. Arnt's appointment, on May 2, 2011, the Company's board of directors, upon the recommendation of the compensation committee, approved an annual base salary for 2011 of approximately $ 248,546 for Mr. Arnt for the 2011 fiscal year. As part of his compensation, Mr. Arnt will also be eligible to receive an annual performance bonus for 2011 of up to 115% of his 2011 annual base salary. The annual base salary would be paid to Mr. Arnt in local currency and therefore it may be less than the amount reported in U.S. dollars in the event of local currency devaluations.
The Company intends to enter into an employment agreement with Mr. Arnt effective on May 31, 2011 that will be substantially similar to the form of employment agreement for officers that is filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 and described under the caption "Employment Agreements" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2011.
Pedro Arnt, 38, has served in various capacities since joining the Company in December 1999. Mr. Arnt initially led the Business Development and Marketing teams as a Vice President, from the time of his hiring until March 2003. From March 2003 until December 2006 he set-up and managed our customer service efforts. Since January 2007, Mr. Arnt has held the position of Vice President Strategic Planning, Treasury & Investor Relations. Under this role he has actively participated in the Company's transition from private to public company, and has played a central role in the Company's capital markets, corporate finance, strategic planning and treasury operations. Prior to joining the Company, Mr. Arnt worked for The Boston Consulting Group at their Buenos Aires and Sao Paulo offices. He holds a B.A. degree, Magna Cum Laude, from Haverford College and a Masters degree from the University of Oxford.
Item 7.01. Regulation FD Disclosure.
On May 4, 2011, the Company issued a press release announcing the transition described in Item 5.02 of this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by the Company on May 4, 2011.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MercadoLibre, Inc. (Registrant) |
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Date: May 4, 2011 |
By: | /s/ MARCOS GALPERIN Marcos Galperin President, Chief Executive Officer and Chairman of the Board |
| Exhibit Index | ||
| 99.1 | Press release dated May 4, 2011 | |
EXHIBIT 99.1
BUENOS AIRES, Argentina, May 4, 2011 (GLOBE NEWSWIRE) -- MercadoLibre, Inc. (Nasdaq:MELI) (http://www.mercadolibre.com) today announced that Pedro Arnt, the company's current Vice President, Strategic Planning, Treasury & Investor Relations, has been appointed to serve as the company's Chief Financial Officer, effective June 1, 2011. Mr. Arnt will replace Hernán Kazah, who is retiring from the company after 12 years of service. Mr. Kazah will remain at the company as an employee for a period of time subsequent to May 31, 2011 in order to assist with the transition of his duties, which is expected to conclude during the second half of 2011.
Commenting on this transition, Marcos Galperin, CEO and Chairman of MercadoLibre, said, "I want to thank Hernán for his outstanding work since the founding of this company, as he has played a key role in its development. Working next to Hernán all these years has been a privilege. He is both a friend and an outstanding professional with strong analytical skills and execution capabilities. We are thankful that he will be present during this transition period as he hands his role over to Pedro. We are confident that Pedro is exceptionally qualified for his new role as CFO, having worked at MercadoLibre for 11 years, many of those leading our Strategy, Treasury and Investor Relations efforts. He will head a seasoned team of executives with extensive knowledge of our company and our industry, while he joins an executive team that is eager to lead MercadoLibre on its continued growth trajectory, guiding the long-term success of our business.
Mr. Kazah commented, "I am proud of all that MercadoLibre has accomplished since its founding, and believe that there are still great opportunities ahead for the business. I have enjoyed working closely with Pedro over the years and believe that he is an extremely capable choice for the CFO role. I am happy to be able to work with him in an advisory role over the next several months to ensure a smooth transition. I want to thank Marcos and the entire MercadoLibre team for their hard work and dedication since the beginning, and wish them all great success in the years to come."
"I am excited to take on this role at such an exciting time in MercadoLibre's history," stated Mr. Arnt. "Looking at the opportunities that lay ahead for our company, I am confident in our ability to build upon the successes of the past ten years and to achieve continued future growth. With the help of our highly qualified management team, I trust that the transition in the role of CFO will be seamless, and I look forward to serving our investors, business partners, employees, and community of users with the utmost commitment and passion."
Mr. Arnt has served in various capacities since joining MercadoLibre in December 1999. He initially led the Business Development and Marketing teams as a Vice President, and later launched and managed the company's Customer Service operations. Since January 2007 he has held the position of Vice President Strategic Planning, Treasury & Investor Relations. In this role he has actively participated in the company's transition from a private to public company, and has played a central role in capital markets, corporate finance, strategic planning and treasury initiatives. Prior to joining MercadoLibre, Mr. Arnt worked for The Boston Consulting Group. He is a Brazilian citizen and holds a B.A. degree, Magna Cum Laude, from Haverford College and a Masters degree from the University of Oxford.
Separately, the company today announced its financial results for the first quarter ended March 31, 2011.
About MercadoLibre
Founded in 1999, MercadoLibre is Latin America's leading e-commerce technology company. Through its primary platforms, MercadoLibre.com and MercadoPago.com, it provides solutions to individuals and companies buying, selling, advertising, and paying for goods online.
MercadoLibre.com serves millions of users and creates a market for a wide variety of goods and services in an easy, safe and efficient way. The site is among the top 50 in the world in terms of page views and is the leading retail platform in unique visitors in each country in which it operates according to metrics provided by comScore Networks. MercadoLibre maintains a leadership position in 12 Latin American countries. The Company is listed on NASDAQ (Nasdaq:MELI) following its initial public offering in 2007.
For more information about the company visit: http://investor.mercadolibre.com.
The MercadoLibre, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4193
Forward-Looking Statements
Any statements contained in this press release that are not statements of historical fact, including statements by or on behalf of the company about its beliefs and expectations, are forward-looking statements and should be valuated as such. Such forward-looking statements reflect, among other things, the company's current expectations, plans, projections and strategies, anticipated financial results, future events and financial trends affecting the company's business, all of which are subject to known or unknown risk and uncertainties that may cause the company's actual results to differ materially from those expressed or implied by these forward-looking statements, including general market conditions, adverse changes in the company's markets as well as those risks and uncertainties included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the company's Annual Report on Form 10-K for the year ended December 31, 2010, which is on file with the SEC and is available on the SEC website at www.sec.gov. MercadoLibre undertakes no duty to update this information. Because of the risks, uncertainties and assumptions, investors should not place undue reliance on any forward-looking statements.
CONTACT: Investor Relations
investor@mercadolibre.com
http://investor.mercadolibre.com