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Registrant’s telephone number, including area code
(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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share
CRTO
Nasdaq Global Select Market
Ordinary Shares, nominal value €0.025 per share*
Nasdaq Global Select Market
*Not for trading, but only in connection with the registration
of the American Depositary Shares.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. c
On
June 15, 2021, the shareholders of Criteo S.A. (the "Company") amended and restated the by-laws (statuts) of the Company, effective immediately. Article 11 of the by-laws of the Company has been amended to provide for a Vice-chairperson of the board of directors of the Company (the “Board of Directors”). Article 12.4 of the by-laws of the
Company has been amended to remove the requirement that an in-person Board of Directors meeting be held for the dismissal of the CEO for any cause other than willful misconduct.
Submission of Matters to a Vote of Security Holders
On
June 15, 2021, the Company held its 2020 Annual Combined General Meeting of Shareholders (the "2020 Annual General Meeting") in closed session. The number of votes cast for and against and the number of abstentions with respect to each matter voted upon at the 2021 Annual General Meeting are set forth below. Because none of the matters voted upon at the 2021 Annual General Meeting were considered “routine” under relevant stock exchange rules, brokers were not permitted to exercise discretion with respect to any matter; accordingly, there were no broker non-votes with respect to any matter.
1.The resolution renewing the term of office of Ms. Rachel Picard as Director was approved, based upon the
following votes:
Voted For
Voted Against
Abstained
58,426,309
1,555,358
125,990
2.The resolution renewing the term of office of Ms. Nathalie Balla as Director was approved, based upon the following votes:
Voted
For
Voted Against
Abstained
58,890,508
1,093,320
123,829
3.The resolution renewing the term of office of Mr. Hubert de Pesquidoux as Director was approved, based upon the following votes:
Voted For
Voted Against
Abstained
58,808,879
1,174,507
124,271
4.The
resolution ratifying the temporary appointment by the Board of Directors of Ms. Megan Clarken as Director was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,467,519
518,925
121,213
5.The resolution approving, on a non-binding advisory basis, the compensation for the named executive officers of the
Company, was approved, based upon the following votes:
Voted For
Voted Against
Abstained
58,096,082
1,824,481
187,094
6.The resolution approving the statutory financial statements for the fiscal year ended December 31, 2020 was approved, based upon the following votes:
Voted
For
Voted Against
Abstained
59,938,601
40,889
128,167
7.The resolution approving the consolidated financial statements for the fiscal year ended December 31, 2020 was approved, based upon the following votes:
Voted
For
Voted Against
Abstained
59,939,961
40,588
127,108
8.The resolution approving the allocation of profits for the fiscal year ended December 31, 2020 was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,939,015
45,383
123,259
9.The
resolution delegating authority to the Board of Directors to execute a buyback of Company stock in accordance with L. 225-209-2 of the French Commercial Code was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,709,463
208,758
189,436
10.The resolution delegating authority to the Board of Directors to
reduce the Company’s share capital by cancelling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,931,597
48,759
127,301
11.The
resolution delegating authority authorization to be given to the Board of Directors to reduce the Company’s shares capital by cancelling shares acquired by the Company in accordance with the provisions of Article L. 225-208 of the French Commercial Code was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,933,201
46,623
127,833
12.The
resolution delegating authority to be given to the Board of Directors to reduce the share capital by way of a buyback of Company stock followed by the cancellation of the repurchased stock was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,611,064
306,918
189,675
13.The
resolution approving the maximum number of shares that may be issued or acquired pursuant to the authorizations given to the Board of Directors by the Shareholders’ Meeting dated June 25, 2020 to grant OSAs (options to subscribe for new Ordinary Shares) or OAAs (options to purchase Ordinary Shares), time-based restricted stock units (Time-Based RSUs) and performance-based restricted stock units (Performance-Based RSUs) pursuant to resolutions 16 to 18 of the Shareholders’ Meeting dated June 25, 2020 was approved, based upon the following votes:
Voted For
Voted
Against
Abstained
51,968,777
8,006,523
132,357
14.The resolution delegating authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders’ preferential subscription rights was approved, based upon the following votes:
Voted
For
Voted Against
Abstained
56,735,269
2,906,501
465,887
15.The resolution delegating authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares or any securities giving access to the Company’s share capital through a public offering referred to in
paragraph
1° of article L. 411-2 of the French Monetary and Financial Code, without shareholders’ preferential subscription rights was approved, based upon the following votes:
Voted For
Voted Against
Abstained
56,734,206
2,907,219
466,232
16.The resolution delegating authority to the Board of Directors to increase the
Company’s share capital through incorporation of premiums, reserves, profits or any other amounts that may be capitalized was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,590,675
54,390
462,592
17.The resolution delegating authority to the Board of Directors to increase the number of securities
to be issued as a result of a share capital increase without shareholders’ preferential subscription rights pursuant to items 14 and 15 above (“green shoe”) was approved, based upon the following votes:
Voted For
Voted Against
Abstained
56,734,173
2,907,677
465,807
18.The resolution delegating authority to the Board of Directors
to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan (plan d'épargne d’entreprise) was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,334,568
307,562
465,527
19.The
resolution approving the overall limits on the amount of ordinary shares to be issued pursuant to items 14 to 16 and 18 above was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,589,054
51,797
466,806
20.The resolution approving the amendment to Article 11 of the by-laws
of the Company to provide for a Vice-chairperson of the Board of Directors was approved, based upon the following votes:
Voted For
Voted Against
Abstained
59,593,587
50,916
463,154
21.The resolution approving the amendment of Article 12.4 of the by-laws
of the Company to remove the requirement that an in-person Board of Directors meeting be held for the dismissal of the CEO for any cause other than willful misconduct. was approved, based upon the following votes:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
