Criteo S.A. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on February 27, 2026, regarding Criteo S.A., a French public limited liability company. The filing details the results of a General Meeting of shareholders held at the company's registered office in Paris, France.
Key Financial Metrics
This filing is a corporate governance report and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on shareholder voting outcomes regarding corporate restructuring.
Material Changes and Corporate Actions
Shareholders approved five key proposals at the General Meeting:
- Cross-Border Conversion: Approval to convert from a French public limited liability company to a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg ("Lux Criteo"). This transfers the registered office and central administration to Luxembourg while retaining legal personality.
- Adoption of New Charter: Approval of the new articles of association for Lux Criteo, which include:
- An authorized share capital equal to 10% of the issued and outstanding share capital at the Effective Time.
- A five-year authorization for the board to issue new shares and limit or withdraw shareholders' preferential subscription rights.
- An 18-month authorization to acquire up to 11,000,000 shares for treasury.
- A five-year authorization to cancel treasury shares.
- Auditor Appointment: Approval to appoint Deloitte Audit as the statutory auditor of the Company, effective at the time of the Conversion, for a mandate expiring at the second annual meeting following the Effective Time.
- Board Delegation: Authorization for the board to confirm specific details to the Luxembourg notary and execute necessary documents to finalize the Conversion.
- Adjournment Authority: Approval to adjourn or postpone the meeting if necessary to solicit additional proxies.
Voting Results
| Proposal | Voted For | Voted Against | Abstained |
|---|---|---|---|
| Conversion to Luxembourg Entity | 50,511,371 | 114,993 | 37,908 |
| Adoption of Lux Articles (Charter) | 50,496,642 | 109,905 | 57,725 |
| Auditor Appointment (Deloitte) | 50,540,892 | 73,499 | 49,881 |
| Board Delegation | 50,498,779 | 98,775 | 66,718 |
| Adjournment Authority | 49,926,093 | 692,039 | 46,140 |
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future performance, or specific risk factors related to operations. The primary contingency noted is the requirement for a "Constat Deed" to be enacted by a Luxembourg notary to finalize the Conversion. The filing references a press release (Exhibit 99.1) for further details on the shareholder approval.
Investor Verification Checklist
- Verify the exact "Effective Time" of the Conversion once the Constat Deed is enacted by the Luxembourg notary.
- Confirm the updated legal domicile and governing laws of the entity (Grand Duchy of Luxembourg) for regulatory and tax purposes.
- Review the new Articles of Association (Lux Articles) to understand the specific terms of the 10% authorized share capital and the board's powers regarding share issuance and buybacks.
- Monitor the transition of the statutory auditor from the previous firm to Deloitte Audit.
- Check for subsequent filings regarding the completion of the cross-border conversion formalities.