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Name | Symbol | Market | Type |
---|---|---|---|
Criteo SA | NASDAQ:CRTO | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 37.77 | 37.00 | 40.00 | 0 | 12:00:00 |
France
|
|
001-36153
|
|
Not Applicable
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
32, rue Blanche, Paris - France
|
|
75009
|
(Address of principal executive offices)
|
|
(Zip Code)
|
c
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
c
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
c
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
c
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
ITEM 5.03
|
Amendment to Bylaws
|
ITEM 5.07
|
Submission of Matters to a Vote of Security Holders.
|
1.
|
The resolution renewing the t
erm of office of Mr. Hubert de Pesquidoux
as Director was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
63,412,033
|
853,982
|
4,500
|
2.
|
The resolution renewing the term of office of Ms. Nathalie Balla as Director was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
63,515,294
|
751,398
|
3,823
|
3.
|
The resolution renewing the term of office of Ms. Rachel Picard as Director was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
63,819,215
|
447,896
|
3,404
|
4.
|
The resolution ratifying
the temporary appointment by the Board of Directors of Ms. Marie Lalleman as Director
was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
64,061,933
|
204,956
|
3,626
|
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:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
59,599,924
|
4,660,109
|
10,482
|
6.
|
The resolution approving the statutory financial statements for the fiscal year ended December 31, 2018 was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
64,243,423
|
8,994
|
18,098
|
7.
|
The resolution approving the consolidated financial statements for the fiscal year ended December 31, 2018 was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
64,242,067
|
8,502
|
19,946
|
8.
|
The resolution approving the discharge (
quitus
) of the members of the board of directors and the statutory auditors for the performance of their duties for the fiscal year ended December 31, 2018 was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
61,350,046
|
2,865,408
|
55,061
|
9.
|
The resolution allocating the profits for the fiscal year ended December 31, 2018 was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
64,246,794
|
10,951
|
12,770
|
10.
|
The resolution ratifying an indemnification agreement entered into with Mr. Jean-Baptiste Rudelle (agreement referred to in Article L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
50,964,978
|
10,819,275
|
1,257,565
|
11.
|
The resolution ratifying an indemnification agreement entered into with Mr. Benoit Fouilland (agreement referred to in Article L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
51,086,129
|
11,796,718
|
1,257,664
|
12.
|
The resolution ratifying an indemnification agreement entered into with Mr. Hubert de Pesquidoux (agreement referred to in Article L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
51,215,540
|
11,796,896
|
1,258,079
|
13.
|
The resolution ratifying an indemnification agreement entered into with Mr. James Warner (agreement referred to in Article L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
51,215,527
|
11,796,945
|
1,258,043
|
14.
|
The resolution ratifying an indemnification agreement entered into with Ms. Sharon Fox Spielman (agreement referred to in Article L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
51,215,090
|
11,797,346
|
1,258,079
|
15.
|
The resolution ratifying an indemnification agreement entered into with Mr. Edmond Mesrobian (agreement referred to in Article L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
51,215,126
|
11,798,496
|
1,256,893
|
16.
|
The resolution ratifying an indemnification agreement entered into with Ms. Nathalie Balla (agreement referred to in Article L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
51,215,137
|
11,798,445
|
1,256,933
|
17.
|
The resolution ratifying an indemnification agreement entered into with Ms. Rachel Picard (agreement referred to in Article L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
51,209,896
|
11,797,086
|
1,256,213
|
18.
|
The resolution delegating authority to the Board of Directors to execute a buyback of Company stock in accordance with Article L. 225-209-2 of the French Commercial Code was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
64,106,525
|
114,997
|
48,993
|
19.
|
The resolution delegating authority to the Board of Directors
to reduce the Company’s share capital by canceling 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:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
63,686,187
|
572,828
|
11,500
|
20.
|
The resolution determining
the maximum number of the members of the Board of Directors and subsequent amendment of Article 11.1 of the Company’s By-laws
was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
64,245,428
|
13,137
|
11,950
|
21.
|
The resolution delegating
authority to the Board of Directors to issue and grant warrants (
bons de souscription d’actions
) for the benefit of a category of persons meeting predetermined criteria, without shareholders’ preferential subscription rights
was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
48,070,171
|
16,137,067
|
63,277
|
22.
|
The resolution
approving the maximum number of shares that may be issued or acquired pursuant to resolution 15 (authorization to grant options to purchase or to subscribe shares), resolution 16 (authorization to grant time-based free shares/restricted stock units to employees of the Company and of its subsidiaries) and resolution 17 (authorization to grant performance-based free shares/restricted stock units to executives and certain employees of the Company and its subsidiaries) adopted by the Shareholders’ Meeting held on June 28, 2018 and pursuant to the item 21 above
was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
63,406,396
|
854,777
|
9,342
|
23.
|
The resolution d
elegating 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 above
was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
61,621,053
|
2,638,217
|
11,245
|
24.
|
The resolution d
elegating 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 in the context of a private placement, without shareholders’ preferential subscription rights above
was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
59,829,481
|
4,429,489
|
11,545
|
25.
|
The resolution authorizing authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase pursuant to items 23 and 24 above, without shareholders’ preferential subscription rights was approved, based upon the following votes:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
48,792,784
|
15,416,104
|
61,627
|
26.
|
The resolution
authorizing 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:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
64,222,644
|
36,170
|
11,701
|
27.
|
The resolution
authorizing 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:
|
Number of Ordinary Shares
|
||
Voted For
|
Voted Against
|
Abstained
|
64,018,922
|
240,772
|
10,821
|
ITEM 9.01
|
Financial Statements and Exhibits.
|
|
|
CRITEO S.A.
|
Date: May 20, 2019
|
By:
|
/s/ Benoit Fouilland
|
|
Name:
|
Benoit Fouilland
|
|
Title:
|
Chief Financial Officer
|
1 Year Criteo Chart |
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