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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 15, 2022
Date of Report (Date of earliest event reported)
CRITEO S.A.
(Exact name of registrant as specified in its charter)
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France |
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001-36153 |
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Not Applicable |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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32 Rue Blanche |
Paris |
France |
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75009 |
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(Address of principal executive offices) |
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(Zip Code) |
+33 17 585 0939
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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American Depositary Shares, each representing one ordinary share,
nominal value €0.025 per share |
CRTO |
Nasdaq Global Select Market |
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Ordinary Shares, nominal value €0.025 per share* |
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Nasdaq Global Select Market |
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*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 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 ☐
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. ☐
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ITEM 5.07
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Submission of Matters to a Vote of Security Holders
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On June 15, 2022, Criteo S.A. (the "Company") held its 2022 Annual
Combined General Meeting of Shareholders (the "2022 Annual General
Meeting"). The number of votes cast for and against and the number
of abstentions with respect to each matter voted upon at the 2022
Annual General Meeting are set forth below. Because none of the
matters voted upon at the 2022 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. Resolution 6 received the greatest number of votes
among the three say-on-frequency proposals presented as Resolutions
6 through 8 and is considered the preference of the shareholders.
In light of this vote, the board of directors of the Company (the
"Board of Directors") has determined that the Company will hold an
advisory vote to approve executive compensation on an annual basis
until the next required say-on-frequency vote.
1.The
resolution renewing the term of office of Ms. Megan Clarken as
Director was approved, based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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58,690,754 |
946,902 |
133,450 |
2.The
resolution renewing the term of office of Ms. Marie Lalleman as
Director was approved, based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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54,927,858 |
4,693,389 |
149,859 |
3.The
resolution renewing the term of office of Mr. Edmond Mesrobian as
Director was approved, based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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58,251,036 |
1,368,538 |
151,532 |
4.The
resolution renewing the term of office of Mr. James Warner as
Director was approved, based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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54,125,956 |
5,497,176 |
147,974 |
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:
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Voted For |
Voted Against |
Abstained |
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58,371,869 |
1,310,661 |
88,576 |
6.The
resolution approving, on a non-binding advisory basis, holding a
non-binding advisory vote to approve the compensation for the named
executive officers of the Company every year was approved, based
upon the following votes:
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Voted For |
Voted Against |
Abstained |
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59,674,576 |
20,689 |
75,841 |
7.The
resolution approving, on a non-binding advisory basis, holding a
non-binding advisory vote to approve the compensation for the named
executive officers of the Company every two years was not approved,
based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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12,641,234 |
47,040,276 |
89,596 |
8.The
resolution approving, on a non-binding advisory basis, holding a
non-binding advisory vote to approve the compensation for the named
executive officers of the Company every three years was not
approved, based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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12,641,062 |
47,037,676 |
92,368 |
9.The
resolution approving the statutory financial statements for the
fiscal year ended December 31, 2021 was approved, based upon the
following votes:
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Voted For |
Voted Against |
Abstained |
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59,692,936 |
1,897 |
76,273 |
10.The
resolution approving the consolidated financial statements for the
fiscal year ended December 31, 2021 was approved, based upon the
following votes:
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Voted For |
Voted Against |
Abstained |
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59,694,192 |
1,648 |
75,266 |
11.The
resolution approving the allocation of profits for the fiscal year
ended December 31, 2021 was approved, based upon the following
votes:
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Voted For |
Voted Against |
Abstained |
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59,625,587 |
3,775 |
141,744 |
12.The
resolution delegating authority to the Board of Directors to
execute a buyback of Company stock in accordance with the
provisions of Article L. 225-209-2 of the French Commercial Code
was approved, based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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59,506,097 |
81,583 |
183,426 |
13.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:
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Voted For |
Voted Against |
Abstained |
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59,619,773 |
12,848 |
138,485 |
14.The
resolution delegating authority to the Board of Directors to reduce
the Company’s share 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:
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Voted For |
Voted Against |
Abstained |
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59,616,382 |
14,812 |
139,912 |
15.The
resolution delegating authority 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:
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Voted For |
Voted Against |
Abstained |
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54,717,968 |
4,793,615 |
259,523 |
16.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 Annual General Shareholders’ Meeting
dated June 25, 2020 to grant OSAs (options to subscribe for new
Ordinary Shares) or OAAs (options to purchase Ordinary Shares), and
to grant 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 Annual General
Shareholders’ Meeting dated June 25, 2020 was approved, based upon
the following votes:
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Voted For |
Voted Against |
Abstained |
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47,064,727 |
12,567,729 |
138,650 |
17.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:
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Voted For |
Voted Against |
Abstained |
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59,599,243 |
30,039 |
141,824 |
18.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, while
preserving the shareholders’ preferential subscription rights was
approved, based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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54,644,699 |
4,984,783 |
141,624 |
19.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, without shareholders’ preferential
subscription rights was approved, based upon the following
votes:
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Voted For |
Voted Against |
Abstained |
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59,586,506 |
41,020 |
143,580 |
20.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 17 to 19 above (“green shoe”)
was approved, based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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54,810,471 |
4,807,354 |
153,281 |
21.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:
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Voted For |
Voted Against |
Abstained |
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59,404,096 |
230,274 |
136,736 |
22.The
resolution approving the overall limits on the amount of Ordinary
Shares to be issued pursuant to items 17 to 19, 21 above and 24
below was approved, based upon the following votes:
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Voted For |
Voted Against |
Abstained |
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59,616,194 |
14,953 |
139,959 |
23.The
resolution delegating authority to the Board of Directors to decide
on any merger-absorption, split or partial asset contribution
pursuant to the provisions of Article L. 236-9 II of the French
Commercial Code was not approved, based upon the following
votes:
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Voted For |
Voted Against |
Abstained |
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34,488,177 |
24,711,897 |
571,032 |
24.The
resolution delegating authority to the Board of Directors to
increase the Company’s share capital by way of issuing shares or
securities giving access to the Company’s share capital in the
scope of a merger-absorption decided by the Board of Directors
pursuant to item 23 above was not approved, based upon the
following votes:
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Voted For |
Voted Against |
Abstained |
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34,645,602 |
24,565,520 |
559,984 |
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ITEM 9.01 |
Financial Statements and Exhibits. |
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Exhibit
Number |
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Description |
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104 |
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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.
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Criteo S.A. |
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Date: June 16, 2022 |
By: |
/s/ Ryan Damon |
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Name: |
Ryan Damon |
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Title: |
Chief Legal Officer |
Criteo (NASDAQ:CRTO)
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