ITEM 5.03 Amendment to Bylaws

On June 15, 2021, the shareholders of Criteo S.A. (the "Company") amended and restated the by-laws (statuts) of the Company, effective immediately. Article 11 of the by-laws of the Company has been amended to provide for a Vice-chairperson of the board of directors of the Company (the "Board of Directors"). Article 12.4 of the by-laws of the Company has been amended to remove the requirement that an in-person Board of Directors meeting be held for the dismissal of the CEO for any cause other than willful misconduct.

The foregoing description is qualified in its entirety by the amended by-laws, the English translation of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. ITEM 5.07 Submission of Matters to a Vote of Security Holders

On June 15, 2021, the Company held its 2020 Annual Combined General Meeting of Shareholders (the "2020 Annual General Meeting") in closed session. The number of votes cast for and against and the number of abstentions with respect to each matter voted upon at the 2021 Annual General Meeting are set forth below. Because none of the matters voted upon at the 2021 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.

1.The resolution renewing the term of office of Ms. Rachel Picard as Director was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 58,426,309      1,555,358       125,990

2.The resolution renewing the term of office of Ms. Nathalie Balla as Director was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 58,890,508      1,093,320       123,829

3.The resolution renewing the term of office of Mr. Hubert de Pesquidoux as Director was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 58,808,879      1,174,507       124,271

4.The resolution ratifying the temporary appointment by the Board of Directors of Ms. Megan Clarken as Director was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,467,519       518,925        121,213

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:


 Voted For     Voted Against    Abstained
 58,096,082      1,824,481       187,094

6.The resolution approving the statutory financial statements for the fiscal year ended December 31, 2020 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,938,601       40,889         128,167

7.The resolution approving the consolidated financial statements for the fiscal year ended December 31, 2020 was approved, based upon the following votes:

--------------------------------------------------------------------------------



 Voted For     Voted Against    Abstained
 59,939,961       40,588         127,108

8.The resolution approving the allocation of profits for the fiscal year ended December 31, 2020 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,939,015       45,383         123,259

9.The resolution delegating authority to the Board of Directors to execute a buyback of Company stock in accordance with L. 225-209-2 of the French Commercial Code was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,709,463       208,758        189,436

10.The resolution delegating authority 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 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,931,597       48,759         127,301

11.The resolution delegating authority authorization to be given to the Board of Directors to reduce the Company's shares capital by cancelling 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:


 Voted For     Voted Against    Abstained
 59,933,201       46,623         127,833

12.The resolution delegating authority to be given 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:


 Voted For     Voted Against    Abstained
 59,611,064       306,918        189,675

13.The resolution approving the maximum number of shares that may be issued or acquired pursuant to the authorizations given to the Board of Directors by the Shareholders' Meeting dated June 25, 2020 to grant OSAs (options to subscribe for new Ordinary Shares) or OAAs (options to purchase Ordinary Shares), time-based restricted stock units (Time-Based RSUs) and performance-based restricted stock units (Performance-Based RSUs) pursuant to resolutions 16 to 18 of the Shareholders' Meeting dated June 25, 2020 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 51,968,777      8,006,523       132,357

14.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:


 Voted For     Voted Against    Abstained
 56,735,269      2,906,501       465,887

15.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 referred to in

--------------------------------------------------------------------------------

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:


 Voted For     Voted Against    Abstained
 56,734,206      2,907,219       466,232

16.The resolution delegating 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 was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,590,675       54,390         462,592

17.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 without shareholders' preferential subscription rights pursuant to items 14 and 15 above ("green shoe") was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 56,734,173      2,907,677       465,807

18.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) was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,334,568       307,562        465,527

19.The resolution approving the overall limits on the amount of ordinary shares to be issued pursuant to items 14 to 16 and 18 above was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,589,054       51,797         466,806

20.The resolution approving the amendment to Article 11 of the by-laws of the Company to provide for a Vice-chairperson of the Board of Directors was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,593,587       50,916         463,154

21.The resolution approving the amendment of Article 12.4 of the by-laws of the Company to remove the requirement that an in-person Board of Directors meeting be held for the dismissal of the CEO for any cause other than willful misconduct. was approved, based upon the following votes:


 Voted For     Voted Against    Abstained
 59,845,347       133,148        129,162

--------------------------------------------------------------------------------




ITEM 9.01    Financial Statements and Exhibits.



    (d)   Exhibits


Exhibit
Number                   Description
  3.1                      By-laws (statuts) (English translation)
104                      Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses