Criteo (CRTO) Proxy filing summary

Executive summary

• The proxy filing covers the agenda and resolutions for the June 29, 2026 combined shareholders' meeting, including both ordinary and extraordinary matters.

• Key financial highlights for 2025 include a 4% decrease in revenue to €1,721.3 million, a 2% increase in gross profit to €929.9 million, and a 13% increase in net income to €127.1 million.

• Major events include the appointment of a new CEO, the intention to transfer legal domicile from France to Luxembourg, and the extension of share repurchase programs.

• The company expects flat to low-single-digit growth in Contribution ex-TAC for 2026.

Voting matters and shareholder proposals

• Proposals include renewal of four director terms, advisory vote on executive compensation, approval of statutory and consolidated financials, allocation of 2025 net loss to retained earnings, approval of a related party indemnification agreement, and authorization for share buybacks.

• Extraordinary matters include authorizations for share capital reductions, equity grants, capital increases (with and without preferential rights), and by-law amendments to comply with new French law.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent, with a mix of U.S. and European residents.

• Board and committee attendance rates were high, and the board composition reflects the company’s global footprint.

• Michael Komasinski was appointed CEO and director in February 2025, succeeding Megan Clarken.