Attached files
| file | filename |
|---|---|
| EX-10.3 - EXHIBIT 10.3 PSU PLAN - Criteo S.A. | exhibit103performance-base.htm |
| EX-10.2 - EXHIBIT 10.2 RSU PLAN - Criteo S.A. | exhibit102time-basedplan.htm |
| EX-10.1 - EXHIBIT 10.1 SO PLAN - Criteo S.A. | exhibit1012016stockoptionp.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2016
CRITEO S.A.
(Exact name of registrant as specified in its charter)
France | 001-36153 | Not Applicable | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
32, rue Blanche, Paris - France | 75009 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: +33 14 040 2290
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
c | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
c | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
c | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
c | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
2016 Stock Option Plan
As described in Item 5.07 below, on June 29, 2016, at the 2016 Annual Combined General Meeting of Shareholders (the “2016 Annual General Meeting”) of Criteo S.A. (the “Company”), the Company’s shareholders approved the 2016 Stock Option Plan. A description of the 2016 Stock Option Plan is set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2016 (the “2016 Proxy Statement”) and is qualified in its entirety by reference to the full text of the 2016 Stock Option Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
Amended and Restated 2015 Time-Based RSU Plan
As described in Item 5.07 below, at the 2016 Annual General Meeting, the Company’s shareholders approved an amendment to the Company’s 2015 Time-Based Free Share/RSU Plan (as amended, the “Amended and Restated 2015 Time-Based RSU Plan”) pursuant to which the rate at which free shares (also known as “restricted share units” or “RSUs”) deplete the ordinary shares of the Company available for issuance under the share reserve authorized by the Company’s shareholder pursuant to Resolution 27 presented at the 2016 Annual General Meeting (the “fungible rate”) was decreased from 2.5 to 1.57. A description of the Amended and Restated 2015 Time-Based RSU Plan is set forth in the 2016 Proxy Statement and is qualified in its entirety by reference to the full text of the Amended and Restated 2015 Time-Based RSU Plan, a copy of which is filed as Exhibit 10.2 to this Form 8-K.
Amended and Restated 2015 Performance-Based RSU Plan
As described in Item 5.07 below, at the 2016 Annual General Meeting, the Company’s shareholders approved an amendment to the Company’s 2015 Performance-Based Free Share/RSU Plan (as amended, the “Amended and Restated 2015 Performance-Based RSU Plan”) pursuant to which the fungible rate was decreased from 2.5 to 1.57. A description of the Amended and Restated 2015 Performance-Based RSU Plan is set forth in the 2016 Proxy Statement and is qualified in its entirety by reference to the full text of the Amended and Restated 2015 Performance-Based RSU Plan, a copy of which is filed as Exhibit 10.3 to this Form 8-K.
ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
The number of votes cast for and against and the number of abstentions with respect to each matter voted upon at the 2016 Annual General Meeting are set forth below. Because none of the matters voted upon at the 2016 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. Resolution 9 received the greatest number of votes among the three say-on-frequency proposals presented as Resolutions 9 through 11 and is considered the preference of the shareholders. In light of this vote, the Company’s board of directors has determined that the Company will hold an advisory vote to approve executive compensation on an annual basis until the next required say-on-frequency vote.
1. | The resolution renewing the term of office of Mr. Jean-Baptiste Rudelle as Director was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,714,485 | 87,738 | 59,545 |
2. | The resolution renewing the term of office of Mr. James Warner as Director was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,181,533 | 620,630 | 59,605 |
3. | The resolution ratifying the provisional appointment of Ms. Sharon Fox Spielman as Director was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,779,684 | 22,654 | 59,430 |
4. | The resolution renewing the term of office of Ms. Sharon Fox Spielman as Director was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,779,466 | 22,697 | 59,605 |
5. | The resolution appointing Mr. Eric Eichmann as Director was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,771,340 | 30,888 | 59,540 |
6. | The resolution renewing the term of office of Mr. Dominique Vidal, subject to the approval of Resolution 37, was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,352,980 | 448,378 | 60,410 |
7. | The resolution determining of the amount of directors’ attendance fees was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
61,361,161 | 1,393,337 | 107,270 |
8. | 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: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
60,916,627 | 1,855,478 | 89,663 |
9. | The resolution approving, on a non-binding advisory basis, holding a non-binding advisory vote to approve the compensation for the named executive officers of the Company every year was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
61,756,207 | 574,277 | 531,284 |
10. | The resolution approving, on a non-binding advisory basis, holding a non-binding advisory vote to approve the compensation for the named executive officers of the Company every two years was not approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
166,575 | 62,157,780 | 537,413 |
11. | The resolution approving, on a non-binding advisory basis, holding a non-binding advisory vote to approve the compensation for the named executive officers of the Company every three years was not approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
703,018 | 61,620,452 | 538,298 |
12. | The resolution approving the statutory financial statements for the fiscal year ended December 31, 2015 was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,762,309 | 3,480 | 95,979 |
13. | The resolution approving the consolidated financial statements for the fiscal year ended December 31, 2015 was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
61,799,829 | 965,721 | 96,218 |
14. | The resolution approving the discharge (quitus) of the members of the board of directors and the Statutory Auditors for the performance of their duties for the fiscal year ended December 31, 2015 was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,588,713 | 148,162 | 124,893 |
15. | The resolution allocating the profits for the fiscal year ended December 31, 2015 was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
61,809,667 | 22,860 | 1,029,241 |
16. | The resolution approving the agreement relating to the provision of premises and means entered into with The Galion Project (agreement referred to in Article L. 225-38 of the French Commercial Code) was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,594,663 | 25,859 | 241,246 |
17. | The resolution ratifying the partnership entered into with The Galion Project (agreement referred to in Article L. 225-38 of the French Commercial Code) was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
53,086,804 | 9,707,439 | 67,525 |
18. | The resolution ratifying the partnership entered into with France Digitale (agreement referred to in Article L. 225-38 of the French Commercial Code) was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
53,087,114 | 9,708,414 | 66,240 |
19. | The resolution delegating authority to the board of directors to execute a buyback of Company stock in accordance with Article L. 225-209-2 of the French Commercial Code was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,841,537 | 13,668 | 6,563 |
20. | The resolution approving the 2016 Stock Option Plan adopted by the board of directors was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
58,633,783 | 4,213,603 | 14,382 |
21. | The resolution approving the modification to the fungible share ratio in the 2015 Time-Based Free Share/RSU Plan as amended by the board of directors was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
60,290,717 | 2,469,007 | 102,044 |
22. | The resolution approving the modification to the fungible share ratio in the 2015 Performance-Based Free Share/RSU Plan as amended by the board of directors was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
60,310,890 | 2,478,241 | 72,637 |
23. | The resolution authorizing the board of directors to grant OSAs (options to subscribe to new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company, pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code, subject to the approval of Resolution 20, was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
59,469,948 | 3,379,995 | 11,825 |
24. | The resolution authorizing the board of directors to grant time-based free shares/restricted stock units to employees pursuant to the provisions of Articles L.225-197-1 et seq. of the French Commercial Code was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
59,762,486 | 3,088,128 | 11,154 |
25. | The resolution authorizing the board of directors to grant performance-based free shares/restricted stock units to executives and certain employees, from time to time, pursuant to the provisions of Articles L.225-197-1 et seq. of the French Commercial Code was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
59,504,990 | 3,345,277 | 11,501 |
26. | The resolution delegating authority to the board of directors to issue and grant non-employee warrants (bons de souscription d’actions) for the benefit of a category of persons meeting predetermined criteria, without shareholders’ preferential subscription rights was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
60,741,148 | 2,107,996 | 12,624 |
27. | The resolution determining the overall limits on the number of ordinary shares to be issued pursuant to Resolutions 23 to 26 above was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
58,918,808 | 3,410,047 | 532,913 |
28. | 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: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
61,860,072 | 993,441 | 8,255 |
29. | The resolution delegating authority to the board of directors to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria, without shareholders’ preferential subscription rights was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
48,902,495 | 13,947,160 | 12,113 |
30. | The resolution delegating authority to the board of directors to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, through a public offering, without shareholders’ preferential subscription rights was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
50,728,685 | 12,120,794 | 12,289 |
31. | The resolution delegating authority to the board of directors in order to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, in the context of a private placement, without shareholders’ preferential subscription rights was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
48,872,824 | 13,976,483 | 12,461 |
32. | The resolution delegating authority to the board of directors in order to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, while preserving the shareholders’ preferential subscription rights was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
59,847,285 | 3,002,648 | 11,835 |
33. | 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 pursuant to the delegations in Resolutions 29 to 32, with or without shareholders’ preferential subscription rights was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
49,367,464 | 13,480,341 | 13,963 |
34. | The resolution determining the overall financial limits applicable to the issuances to be completed pursuant to the delegations in Resolutions 29 to 33 and 35 was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,012,342 | 831,824 | 17,602 |
35. | The resolution delegating authority to the board of directors to increase the Company’s share capital by way of issuing shares and securities for the benefit of members of a Company savings plan (plan d’épargne d’entreprise) was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
51,997,958 | 10,331,666 | 532,144 |
36. | The resolution amending the quorum requirements for ordinary and extraordinary meetings of the Company’s shareholders and approving the corresponding amendment to Article 19 of the Company’s By-laws was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,696,098 | 96,048 | 69,622 |
37. | The resolution reducing the term of office of the directors and observers from three years to two years and approving the corresponding amendment to the Company’s By-laws was approved, based upon the following votes: |
Number of Ordinary Shares | ||
Voted For | Voted Against | Abstained |
62,777,430 | 22,752 | 61,586 |
ITEM 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number | Description | |
10.1 | 2016 Stock Option Plan. | |
10.2 | Amended and Restated 2015 Time-Based RSU Plan. | |
10.3 | Amended and Restated 2015 Performance-Based RSU Plan. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CRITEO S.A. | ||
Date: June 30, 2016 | By: | /s/ Nicole Linda Kelsey |
Name: | Nicole Linda Kelsey | |
Title: | General Counsel | |
EXHIBIT INDEX
Exhibit Number | Description | |
10.1 | 2016 Stock Option Plan | |
10.2 | Amended and Restated 2015 Time-Based RSU Plan | |
10.3 | Amended and Restated 2015 Performance-Based RSU Plan | |