Criteo (CRTO) Proxy Filing summary

Executive summary

• The meeting will address 27 resolutions, including director elections, executive compensation, financial statements, capital structure, and by-law amendments.

• The company highlights transformation into a Commerce Media leader, strong 2024 results, and a focus on AI-driven innovation and shareholder value.

• Share buybacks, board refreshment, and a new CEO appointment are key recent actions.

Voting matters and shareholder proposals

• Shareholders will vote on renewing three director terms, appointing a new director, and ratifying the interim CEO's board appointment.

• Advisory votes include executive compensation (say-on-pay) and approval of indemnification agreements for directors.

• Financial resolutions cover approval of 2024 statutory and consolidated financials, allocation of results, and amendments to stock option plans.

• Capital structure proposals include share buybacks, share capital reductions, new equity pool authorization, and financial authorizations for capital increases.

• By-law amendments align governance with updated French Commercial Code provisions.

Board of directors and corporate governance

• The board comprises a diverse mix of independent directors with expertise in technology, finance, retail media, and global operations.

• Board leadership transitioned to an independent chairperson, with flexibility to adjust structure as needed.

• Committees (audit, compensation, nomination/governance) are fully independent and meet regulatory requirements.

• Annual board and committee self-assessments, succession planning, and director share ownership guidelines are in place.