--- schema_version: "secwatch.filing_event.v1" accession: "0001576427-23-000087" form_type: "8-K" ticker: "CRTO" cik: "0001576427" company_name: "Criteo S.A." filed_at: "2023-06-13T23:59:59+00:00" generated_at: "2026-06-14T02:03:32.300879+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Criteo shareholders approve all 26 resolutions at 2023 AGM, amend bylaw on board observers ## Summary - Amendment to Article 15 of Bylaws approved: Board observers may serve terms up to 2 years. - Directors Rachel Picard, Nathalie Balla, Hubert de Pesquidoux re-elected; Frederik van der Kooi appointed as observer and director. - Deloitte & Associés ratified as statutory auditor; directors' remuneration for 2023 approved. - Non-binding advisory vote on executive compensation passed with 48.3M for, 7.8M against. - Authorizations granted for share buyback, capital reductions, equity grants (options, RSUs) and capital increases. ## SEC filing metadata - accession: 0001576427-23-000087 - form_type: 8-K - ticker: CRTO - cik: 0001576427 - company_name: Criteo S.A. - filed_at: 2023-06-13T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/crto-20230613.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001576427-23-000087 - JSON: https://secwatch.observer/filing/0001576427-23-000087.json - Plain text: https://secwatch.observer/filing/0001576427-23-000087.txt ## Key facts - Governance Changes Criteo S.A.: Amended Article 15 of the By-laws to limit Board observer terms to no more than two years (effective 2023-06-13). - Change: bylaw amendment - Effective: 2023-06-13 source text: Article 15 of the By-laws has been amended to provide that Board observers can serve for terms established by the Board of Directors of the Company not to exceed two (2) years. evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Appointing Mr. Frederik van der Kooi as Director at the 2023-06-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-13 source text: The resolution appointing Mr. Frederik van der Kooi as Director was approved, based upon the following votes: Voted For Voted Against Abstained 58,577,819 255,059 98,460 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Renewing the term of office of Deloitte & Associés as statutory auditor at the 2023-06-13 meeting. - Outcome: passed - Meeting: 2023-06-13 source text: The resolution renewing the term of office of Deloitte & Associés as statutory auditor was approved, based upon the following votes: Voted For Voted Against Abstained 58,644,440 188,900 97,998 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Approving the consolidated financial statements for the fiscal year ended December 31, 2022 at the 2023-06-13 meeting. - Outcome: passed - Meeting: 2023-06-13 source text: The resolution approving the consolidated financial statements for the fiscal year ended December 31, 2022 was approved, based upon the following votes: Voted For Voted Against Abstained 58,199,877 2,756 728,705 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Determining the amount of directors’ remuneration for 2023 and subsequent years at the 2023-06-13 meeting. - Outcome: passed - Meeting: 2023-06-13 source text: The resolution determining the amount of directors’ remuneration for 2023 and subsequent years was approved, based upon the following votes: Voted For Voted Against Abstained 55,958,381 92,212 2,880,745 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Approving, on a non-binding advisory basis, the compensation for the named executive officers of the Company at the 2023-06-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-13 source text: 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 48,304,997 7,790,129 2,836,212 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Ratifying the appointment of Mr. Frederik van der Kooi as an Observer at the 2023-06-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-13 source text: The resolution ratifying the appointment of Mr. Frederik van der Kooi as an Observer was approved, based upon the following votes: Voted For Voted Against Abstained 58,670,605 162,138 98,595 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Approving the statutory financial statements for the fiscal year ended December 31, 2022 at the 2023-06-13 meeting. - Outcome: passed - Meeting: 2023-06-13 source text: The resolution approving the statutory financial statements for the fiscal year ended December 31, 2022 was approved, based upon the following votes: Voted For Voted Against Abstained 58,199,566 2,807 728,965 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Renewing the term of office of Ms. Rachel Picard as Director at the 2023-06-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-13 source text: 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 54,532,568 4,288,571 110,199 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Renewing the term of office of Mr. Hubert de Pesquidoux as Director at the 2023-06-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-13 source text: 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 58,400,722 416,474 114,142 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Approving the allocation of loss for the fiscal year ended December 31, 2022 at the 2023-06-13 meeting. - Outcome: passed - Meeting: 2023-06-13 source text: The resolution approving the allocation of loss for the fiscal year ended December 31, 2022 was approved, based upon the following votes: Voted For Voted Against Abstained 58,336,581 4,699 590,058 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm - Shareholder Votes Criteo S.A. shareholders approved Renewing the term of office of Ms. Nathalie Balla as Director at the 2023-06-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-13 source text: 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 56,825,429 1,991,742 114,167 evidence_url: https://www.sec.gov/Archives/edgar/data/1576427/000157642723000087/0001576427-23-000087-index.htm This AI-assisted summary is a reading aid. 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