{"url_path":"/sec/crto/8-k/2026-06-29/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1576427/0001576427-26-000067-index.html","accession_number":"0001576427-26-000067","cik":"0001576427","ticker":"CRTO","issuer_name":"Criteo S.A.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1576427/0001576427-26-000067-index.html","primary_entity_key":"0001576427","primary_entity_name":"Criteo S.A."},"word_count":1080,"has_tables":true,"body_markdown":"ITEM 5.07Submission of Matters to a Vote of Security Holders\n\nOn June 29, 2026, the Company held its 2026 Annual Combined General Meeting of Shareholders (the “2026 Annual General Meeting”). The number of votes cast for and against and the number of abstentions with respect to each matter voted upon at the 2026 Annual General Meeting are set forth below. Because none of the matters voted upon at the 2026 Annual General Meeting were considered “routine” under relevant stock exchange rules, brokers were not permitted to exercise discretion with respect to any matter; accordingly, there were no broker non-votes with respect to any matter.\n\n1.The resolution renewing the term of office of Mr. Michael Komasinski as Director was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,407,975600,09255,824\n\n2.The resolution renewing the term of office of Ms. Marie Lalleman as Director was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,193,832550,182319,877\n\n3.The resolution renewing the term of office of Mr. Ernst Teunissen as Director was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,065,461914,74083,690\n\n4.The resolution renewing the term of office of Mr. Edmond Mesrobian as Director was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n48,903,357833,511327,023\n\n5.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:\n\nVoted ForVoted AgainstAbstained\n\n41,470,9988,469,959122,934\n\n6.The resolution approving the statutory financial statements for the fiscal year ended December 31, 2025 was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,552,605237,153274,133\n\n7.The resolution approving the consolidated financial statements for the fiscal year ended December 31, 2025 was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,552,705237,035274,151\n\n8.The resolution approving the allocation of results for the fiscal year ended December 31, 2025 was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,764,751245,47553,665\n\n9.The resolution approving the Indemnification Agreement entered into between the Company and Ms. Stefanie Jay (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,706,444284,96772,480\n\n10.The resolution delegating authority 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 was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,756,730285,36721,794\n\n11.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:\n\nVoted ForVoted AgainstAbstained\n\n49,785,352255,99622,543\n\n12.The resolution delegating authority to the Board of Directors to reduce the Company’s share capital by canceling shares acquired by the Company in accordance with the provisions of Article L. 225-208 of the French Commercial Code was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,779,287255,10529,499\n\n13.The resolution delegating 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 was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,062,224972,55329,114\n\n14.The resolution delegating authority to the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate officers of the Company and employees of its subsidiaries, pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders' preferential subscription rights was approved, based on the following votes:\n\nVoted ForVoted AgainstAbstained\n\n39,102,66510,901,38559,841\n\n15.The resolution approving the maximum number of shares that may be issued or acquired pursuant to Resolution 15 of the Annual General 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), Resolution 16 of the Annual General 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), and Resolution 14 of the 2026 Annual\n\nGeneral Meeting (authorization to grant options to purchase or to subscribe shares to employees and corporate officers of the Company and employees of its subsidiaries) was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n47,627,3452,380,96355,583\n\n16.The resolution delegating 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, was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,706,807296,52560,559\n\n17.The resolution delegating 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, while preserving the shareholders' preferential subscription rights, was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n39,622,57010,381,80759,514\n\n18.The resolution delegating 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 (excluding offers covered by paragraph 1 of article L. 411-2 of the French Monetary and Financial Code), without shareholders' preferential subscription rights, was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,704,366297,90361,622\n\n19.The resolution delegating authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase with or without preserving shareholders' preferential subscription rights pursuant to Resolutions 16, 17 and 18 above ('green shoe') was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,716,339286,42961,123\n\n20.The resolution delegating 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, was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,390,678611,11362,100\n\n21.The resolution approving the overall limits pursuant to Resolution 16 to Resolution 20 was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,721,149272,72770,015\n\n22.The resolution amending Article 19 of the by-laws of the Company relating to general meetings in order to comply with the new provisions of Article R. 225-86 of the French Commercial Code, was approved, based upon the following votes:\n\nVoted ForVoted AgainstAbstained\n\n49,767,896243,53852,457"}