MercadoLibre, Inc. (MELI) Earnings Call Transcript & Summary

Good day, and welcome to the 2020 MercadoLibre, Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Jacobo Cohen Imach. Please go ahead.

Hello, everyone. I'm Jacobo Cohen Imach, General Counsel of MercadoLibre, Inc., and I will act as Chairman and Secretary of this meeting. The agenda for today's meeting is as follows: first, welcoming remarks by our CEO and Chairman of the Board of the company, Marcos Galperín; second, management's commentary also by Marcos Galperín; third, an overview of our financial results by our Executive Vice President and Chief Financial Officer, Pedro Arnt; fourth, a call to order and statement of order of business; fifth, voting, closing of polls and presentation of election results; and sixth, a question-and-answer session followed by adjournment of the meeting. I will now turn the meeting over to Marcos for the welcoming remarks and management's commentary.

Hello, everyone, and welcome to our Annual Shareholders Meeting. I am Marcos Galperín, CEO and Chairman of the Board at MercadoLibre. We appreciate your participation today. Thank you to our shareholders for your continued commitment and investment in MercadoLibre. I'm proud of what we have accomplished this past fiscal year, and I'm energized by our opportunity ahead in e-commerce and fintech. Our mission to democratize commerce and money has never been more important to us. We are encouraged by how our platforms and tools are improving productivity for small businesses and individuals as we strive to generate more financial inclusion across Latin America. Given the difficult circumstances the world is facing, we remain committed to doing our part by empowering our merchants to continue operating and securing deliveries of goods needed by households. We feel MercadoLibre can emerge from this situation stronger and with an even greater sense of purpose. The dedication and commitment being demonstrated by our entire organization will allow us to continue executing our strategy with no significant interruptions. In doing so, we will play our part in helping make things less difficult for our users during these trying times. From the onset, we have taken swift and decisive action to safeguard our employees and offer our platforms and solutions to the challenges being faced by our communities. We pride ourselves in being an agile and adaptable company whose business, people and community have played an important role alongside many others in phasing up to the COVID-19 crisis. Consequently, we are focused on 3 fronts: the well-being of our teams, the uninterrupted operation of our commerce and fintech solutions, which are uniquely suited to help society face the current pandemic and the coordination of our efforts with authorities in the countries we operate in to guarantee timely and well allocated resource allocation. Finally, and most importantly, our hearts go out to those individuals and families affected by COVID-19, and our gratitude and appreciation go out to all those brave individuals who are on the front lines working through this unprecedented global health crisis. I will now turn the call to our Chief Financial Officer, Pedro Arnt.

Thanks, Marcos. I echo those well wishes, and I thank you all for joining us today. Our year-to-date financial results can be grouped into 3 phases: a strong start to the first quarter, headwinds during the back half of March, due to the outbreak of COVID-19, followed by a rebound in April. These improving trends are supported by a strong balance sheet, which makes us adaptable to evolving market cycles as it is built on 4 factors: ample liquidity to fund expenses and investments; a cost-effective capital structure with no significant short-term maturities; an asset-light model that minimizes capital expenditures and working capital requirements; and a flexible P&L. Given the improvements of recent trends, our strong operating position and our central role in the Latin American economy as an essential service, we believe we can continue to progress our operating strategy without disruption. Our strategy consists of the following: improving the shopping experience for our users by enhancing the functionality of our website and apps; building a verticalized experience in key categories, which will drive increased usage of our payments and shipping solutions to deliver a more efficient and safe shopping experience; growing our business and maintaining market leadership by achieving scale related competitive advantages; and strengthening our position as a preferred commerce and payment platform in our markets; expanding into additional transactional service offerings by enabling online transactions of various goods and services throughout Latin America involving commerce, payments, credit, logistics and other technology solutions as well as offering these off-line; increasing monetization of our transactions by improving the revenue generation capacity of our business; implementing initiatives designed to maximize the revenues we generate from transactions on our platforms; taking advantage of our ecosystem by leveraging our various services and loyalty program; promoting greater cross usage and synergies; and creating a fully integrated ecosystem of commerce and fintech offerings. In closing, we are committed to equipping Latin America with wide access to e-commerce and fintech services and compelling technology-based solutions that democratize commerce and money. In doing so, we are contributing to the development of a large and growing digital economy while fostering entrepreneurship and social mobility throughout the region. We thank you again for your interest in MercadoLibre. And with that, I will now turn the call back to our General Counsel, Jacobo Cohen Imach.

I have received the preliminary tabulation from Broadridge. And based on that preliminary report as of June 4, 2020, of the 49,918,414 shares entitled to vote, including shares of our preferred Series A stock on an as-converted basis, approximately 67.59% or 33,743,936 shares of common stock are represented today either in person or by proxy, which are sufficient to constitute a quorum for the purpose of transacting business at the meeting. Mr. Anthony Carideo, a representative of Broadridge Financial Solutions, Inc., will act as the inspector of elections for this meeting. Mr. Carideo has subscribed and filed an oath of office for proposes of this meeting. As secretary of the meeting, I have presented the following documents: first, a certified list of the holders of common stock and preferred Series A stock of the company as of the close of business on April 13, 2020, 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 Joanne Vogel, an employee of Broadridge Financial Solutions, Inc., as to the distribution on or about April 27, 2020, of notice to the meeting and notice of Internet availability of proxy materials to the company's stockholders of record as of the close of business on April 13, 2020, the record date for the meeting. As secretary, I will file these materials with the minutes of the meeting. Having a quorum, we will now proceed with the business of this meeting. In addition to Mr. Marcos Galperín and Mr. Pedro Arnt, who are in attendance today, we have also in attendance members of our Board of Directors. Representatives from our outside council, Cleary Gottlieb Steen & Hamilton LLP; and Mr. Alberto López Carnabucci and Mr. Sergio Vicari from Deloitte & Co. S.A., our independent auditing firm. During the question-and-answer period at the end of the meeting, Mr. López Carnabucci and Mr. Vicari will be available to answer questions concerning the company's financial statements and may make a brief statement if they choose to. 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 the Risk Factors section of the company's annual report on Form 10-K filed with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statements. In order to ensure the orderly conduct of the business of this meeting, we have adopted the order of business set forth in the agenda available via the web portal.. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to 1 question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. Thank you for your cooperation. This meeting will consist of 2 parts: first, the formalities necessary to establish the validity of the meeting; and second, the meeting's formal business. The only formal item of business in the agenda for today's meeting are: one, to elect the 3 Class I directors nominated and recommended by our Board of Directors, each to serve until the 2023 Annual Meeting of Stockholders or until such time as their respective successors are elected and qualified; second, to hold an advisory vote on executive compensation for fiscal year 2019; and third, to ratify the appointment of Deloitte & Co S.A., our independent registered public accounting firm for the fiscal year ending December 31, 2020. The company has not received notice from any of its stockholders as required under its bylaws or pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 of any other matter to be considered at this meeting. And therefore, no other proposals may be properly introduced by shareholders at this meeting. I now declare the polls open for voting at this meeting. Any stockholders who hasn't yet vote or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. The polls will remain open until immediately after any discussion on today's proposals. The first item of the business on the agenda for today's meeting is a proposal for the election of 3 nominees to serve on the Board of Directors of the company as Class I Director for a term of 3 years. The nominees to serve on the Board of the company's Class I directors as described in the company's proxy statements dated February 27, 2020, are Susan Segal, Mario Eduardo Vázquez and Alejandro Nicolas Aguzin. No other director nominees have been proposed. If you have any questions regarding the nominees, please submit them through the web portal, and we will do our best to address them during the question-and-answer session of the meeting. I now declare the nominations for election 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 approve on an advisory basis the compensation of the company's named executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission. This say-on-pay vote is advisory and is not binding on the Board of Directors, but the compensation committee will take into consideration the outcome of the vote when making future executive compensation decisions. If you have any questions regarding the advisory vote on executive compensation, please submit them through the web portal, and we will do our best to address them during the question-and-answer session of the meeting. 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, 2020. If you have any questions regarding the ratification of the independent public accounting firm, please submit them through the web portal, and we will do our best to address them during the question-and-answer session of the meeting. The matters set forth in the notice of annual meeting to be voted on are now properly before this meeting. We will now proceed with voting on the 4 proposals. For the election of directors, the 3 persons receiving the highest number of for votes for Class I directors will be elected Class I directors of the company, which is referred to in the company's proxy statement as approval by a plurality of all votes cast at the meeting. The affirmative for vote of a majority of all of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter is necessary to approve on an advisory basis, the company's executive compensation. The affirmative for vote of a majority of all of the shares present in person or represented by proxy at the meeting is necessary to approve the ratification of the independent register public accounting firm. We will now close the polls and proceed to the report of election's results. At this point in time, I ask each stockholder who plans to vote during the meeting to vote now if you have not already done so. If you submitted a proxy prior to the meeting, you don't need to do anything at this time, unless you wish to change your vote. I now declare the polls closed. Based on the preliminary tabulation submitted by the inspector, a plurality of the shares eligible to vote have voted for the election of Ms. Susan Segal, Mr. Mario Vázquez and Nicolas Aguzin of Class I directors. Consequently in, Ms. Segal, Mr. Vázquez and Mr. Aguzin have been elected to the Board to serve as Class I directors until our 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified or until their respective earlier death, resignations or removals. Also, based on the preliminary tabulation submitted by the inspector, a majority of the shares present in person or represented by proxy at this meeting and entitled to vote on the matter have voted to approve on an advisory basis the company's executive compensation. And finally, also based on a preliminary tabulation submitted by the inspector, a majority of the shares present in person or by proxy have voted to approve the ratification of Deloitte. A report of the exact voting will be filed with the records of this meeting. We now welcome any questions or comments you may have. We ask that you please observe the rules discussed earlier during this meeting. I am aware of no other business that should be brought before this meeting and accordingly hereby adjourn the meeting. I would like to thank all of you for attending this annual meeting. I would also like to express my appreciation to all of the stockholders who have submitted their proxies, but were not able to attend. This concludes our 2020 annual meeting. Thank you all for your attendance this afternoon.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.