UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |||||
Filed by a Party other than the Registrant o | |||||
Check the appropriate box: | |||||
o | Preliminary Proxy Statement | ||||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) | ||||
o | Definitive Proxy Statement | ||||
x | Definitive Additional Materials | ||||
o | Soliciting Material under §240.14a‑12 | ||||
Criteo S.A. | ||||||||
(Name of Registrant as Specified In Its Charter) | ||||||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||||||
Payment of Filing Fee (Check all boxes that apply): | ||||||||
x | No fee required. | |||||||
o | Fee paid previously with preliminary materials. | |||||||
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11. | |||||||
Paris, April 29, 2025
Dear Shareholder,
We are pleased to hereby inform you that you are convened to the CRITEO S.A. (the “Company”) combined ordinary and extraordinary shareholders’ meeting to be held on June 13, 2025 at 11:00 a.m., Paris time (the “Combined Shareholders Meeting”), at the Company’s registered office, in order to deliberate on the agenda detailed in the enclosed document.
We hereby inform you, as an owner of Criteo Ordinary Shares, that our 2025 Proxy Statement (including a template of proxy card) and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “proxy materials”), which are required to be disseminated to you under United States securities laws, can all be located on the Investor Relations portion of our website at https://criteo.investorroom.com/annuals as of this date. The resolutions to be voted upon at the Combined Annual Shareholders Meeting are listed in the proxy materials.
We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of these documents, you may request one by e-mailing [email protected]. There is NO charge for requesting a copy. Please make the request as instructed on or before May 30, 2025 to facilitate timely delivery. You will not otherwise receive a paper or e-mail copy.
In addition, any documents that must be made available to the shareholders pursuant to French law will be available, within the legal time period, upon request sent to the following email address: [email protected], together with proof of a shareholding certificate.
Holders of Criteo Ordinary Shares as of 12:00 a.m., Paris time, on June 11, 2025 may attend the Combined Shareholders Meeting. Such holders may request an admission card for the Combined Shareholders Meeting by checking the appropriate box on the proxy form, dating and signing it, and returning the proxy form by regular mail or by presenting evidence of your status as a shareholder at the Combined Shareholders Meeting.
If you hold Criteo Ordinary Shares, you will have the right to (i) vote at the Combined Shareholders Meeting, (ii) vote by submitting your voting card by mail, (iii) grant your voting proxy directly to the chairperson of the Combined Shareholders Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union, provided in each case that you are the holder of record of such Ordinary Shares at 12:00 a.m., Paris time, on June 11, 2025. You can change your vote by submitting another properly completed proxy card with a later date (i) by the Annual General Meeting if you choose to (x) grant a proxy to the chairperson of the Annual General Meeting or (y) grant a proxy to another shareholder, your spouse or a partner with whom you are is in a civil union, (ii) at any time prior to June 9, 2025 if you choose to vote in advance by mail, or (iii) by attending the Annual General Meeting and voting in person.
We strongly recommend that you exercise your rights as shareholder before the holding of the Combined Shareholders Meeting, either by voting by submitting your voting card by mail or by being represented by the chairperson of the Combined Shareholders Meeting, it being noted that in such case, the chairperson of the Combined Shareholders Meeting will vote your Ordinary Shares in accordance with the Company’s board of directors’ recommendations.
To that end, you can request a voting or proxy form and return it to Uptevia at the address provided below. All requests for voting or proxy forms must be received by Uptevia (Services Assemblées Générales) at the following address:
Uptevia
90 – 110 Esplanade du Général de Gaulle
92931 Paris La Défense Cedex
The deadline for requesting a proxy card from Uptevia is at least six days before the date of the Combined Shareholders Meeting, i.e., on June 7, 2025 at the latest.
Further, if you choose to vote by mail, please note that to be taken into account, the voting forms must be received by Uptevia (Services Assemblées Générales) by June 9, 2025 at the latest.
You can also submit questions during the Combined Shareholders Meeting and in advance of the meeting. Questions submitted in advance of the Combined Shareholders Meeting must be sent to the Company in written form at the latest on the fourth (4th) day prior to the date on which the Combined Shareholders Meeting is held, i.e., June 9, 2025 included, to the attention of the Chief Executive Officer of the Company, either by mail sent with acknowledgment of receipt to the Company’s registered office, or by email at the following address: [email protected] in each case accompanied with proof of a shareholding certificate. At management’s discretion, proper questions raised in advance of the meeting in accordance with these procedures will be addressed by the Company during the Combined Shareholders Meeting.
Finally, note that all information regarding the Combined Shareholders Meeting can be found online on the Company’s Investor Relations website: http://criteo.investorroom.com/annuals.
Yours sincerely,
/s/ Frederik van der Kooi
For the Board of Directors
Frederik van der Kooi
Chairperson of the Board of Directors
Encl.: agenda of the Combined Shareholders Meeting
RESOLUTIONS SUBMITTED TO THE COMBINED SHAREHOLDERS’ MEETING
OF JUNE 13, 2025
AGENDA
Agenda for the Ordinary Shareholders’ Meeting
1.renewal of the term of office of Ms. Rachel Picard as Director,
2.renewal of the term of office of Ms. Nathalie Balla as Director,
3.renewal of the term of office of Mr. Frederik van der Kooi as Director,
4.appointment of Ms. Stefanie Jay as Director,
5.ratification of the interim appointment of Mr. Michael Komasinski as Director decided by the Board of Directors,
6.Nexbonis Advisory (formerly RBB Audit) to continue as statutory auditor in lieu and place of RBB Business Advisors,
7.non-binding advisory vote to approve the compensation for the named executive officers of the Company,
8.approval of the statutory financial statements for the fiscal year ended December 31, 2024,
9.approval of the consolidated financial statements for the fiscal year ended December 31, 2024,
10.approval of the allocation of results for the fiscal year ended December 31, 2024,
11.approval of an agreement referred to in Article L.225-38 of the French Commercial Code (related party transactions) (Indemnification Agreement entered into between the Company and Mr. Ernst Teunissen),
12.approval of an agreement referred to in Article L.225-38 of the French Commercial Code (related party transactions) (Indemnification Agreement entered into between the Company and Mr. Michael Komasinski),
13.approval of the amendment and restatement of the Amended 2016 Stock Option Plan to extend its term,
14.authorization to be given 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,
Agenda for the Extraordinary Shareholders’ Meeting
15.authorization to be given 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,
16.authorization to be given 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,
17.delegation of 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,
18.approval of the maximum number of shares that may be issued or acquired pursuant to the sixteenth resolution of the Shareholders’ Meeting dated June 13, 2023 (authorization to grant options to purchase or to subscribe shares to employees and corporate officers of the Company and employees of its subsidiaries), the fifteenth resolution of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries) and the sixteenth resolution of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Performance-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries),
19.delegation of 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,
20.delegation of 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,
21.delegation of authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase without preserving shareholders’ preferential subscription rights pursuant to the Nineteenth resolution and Twentieth resolution above (“green shoe”),
22.delegation of 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,
23.delegation of 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), without shareholders’ preferential subscription rights,
24.approval of the overall limits pursuant to the Nineteenth resolution, Twentieth resolution, Twenty-first resolution, Twenty-second resolution and Twenty-third resolution above,
25.amendment of Article 12 of the by-laws of the Company entitled “meeting of the Board of Directors”,
26.amendment of Article 19 of the by-laws of the Company relating to shareholders meetings,
27.amendment of Article 24 of the by-laws of the Company entitled “Loss of one half of share capital” in order to comply with the new provisions of Article L. 225-248 of the French Commercial Code.