Criteo (CRTO) Proxy filing summary

Executive summary

• Achieved solid operational performance in 2025, with revenue of $1.945 billion, gross profit up 7% to $1.049 billion, and net income up 30% to $149 million.

• Continued strategic focus on commerce intelligence, AI-driven decisioning, and leadership in Retail Media, with 235 retail partners and over $1 trillion in annual ecommerce transactions.

• Repurchased 5.4 million shares for $152 million in 2025; share buyback authorization increased to $200 million in February 2026.

• Announced plan to redomicile to Luxembourg and directly list ordinary shares on Nasdaq, approved by shareholders in February 2026.

Voting matters and shareholder proposals

• 22 resolutions scheduled, including director renewals, say-on-pay, approval of 2025 financial statements, allocation of results, indemnification agreements, share buybacks, capital reductions, equity plan authorizations, and amendments to by-laws.

• Board recommends voting FOR all resolutions, including equity plan renewals and financial authorizations for capital increases and company savings plans.

Board of directors and corporate governance

• Board consists of eight directors with diverse expertise in technology, retail media, finance, and global business.

• Chairperson is independent; committees include audit, compensation, and nomination/governance, all with independent members.

• Annual board and committee self-assessments, director independence reviewed per Nasdaq and SEC standards.

• Shareholder nomination and proxy access procedures detailed; succession planning and director attendance tracked.