Criteo S.A. 8-K

What Happened
Criteo S.A. (CRTO) filed a Form 8-K on June 29, 2026 reporting amendments to its bylaws and the outcomes of its 2026 Annual Combined General Meeting of Shareholders. Shareholders approved an amendment to Article 19 (general meetings) to comply with French law, changing the record date to the fifth business day preceding a shareholders' meeting. The meeting re-elected directors Michael Komasinski, Marie Lalleman, Ernst Teunissen and Edmond Mesrobian and approved multiple corporate actions including indemnification, share buyback and capital increase authorizations, and equity plan delegations.

Key Details

• Bylaws change: Article 19 amended so the record date is the fifth business day before a meeting (per Article R.225-86 of the French Commercial Code). The amended bylaws (English translation) are filed as Exhibit 3.1.
• Director renewals: All four director renewals were approved (examples: Michael Komasinski — 49,407,975 For; Marie Lalleman — 49,193,832 For).
• Pay advisory and equity votes: Advisory approval of named executive officer compensation passed (41,470,998 For; 8,469,959 Against). Authorization to grant share options/OSAs/OAAs passed with notable opposition (39,102,665 For; 10,901,385 Against).
• Capital and buyback authorizations: Share buyback delegations and related share cancellation authorities were approved (e.g., buyback delegation — 49,756,730 For). There were no broker non-votes because none of the matters were routine under exchange rules.

Why It Matters
These actions update corporate governance timing (record date) to align with French law and give Criteo’s board authority to repurchase shares, cancel repurchased shares, and issue equity (options/RSUs/other securities). For investors, the buyback and cancellation authorizations can affect share supply and capital structure, while the board and equity-plan approvals shape future executive compensation and dilution potential. The proxy vote totals show shareholder support for management on most items, with meaningful minority opposition on some equity-related votes.