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CRITEO SA 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CRITEO SA’s Form 8-K, filed June 26, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 25Reported items
  • 137Asset managers
  • 1,335Fund votes
  • June 25, 2024Meeting date

Results at a glance

Meeting of June 25, 2024: 23 items on CRITEO SA’s Form 8-K, filed June 26, 2024: 23 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CRITEO SA in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CRITEO SA

These tallies are CRITEO SA’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 26, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CRITEO SA — official shareholder meeting results, meeting held June 25, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
The resolution renewing the term of office of Ms. Megan Clarken as Director was approved, based upon the following votes: 55,803,187170,138102,297 ---- 99.6%Approved—
2. The resolution renewing the term of office of Ms 53,172,0742,753,206103,422 ---- 95%Approved—
3. The resolution renewing the term of office of Mr 55,717,735212,78398,974 ---- 99.6%Approved—
4. The resolution appointing Mr 55,897,43625,201106,855 ---- 99.9%Approved—
5. Resolution renewing the term of office of RBB Business Advisors as statutory auditor 55,828,46664,121136,915 ---- 99.8%Approved—
6. Resolution approving, on a non-binding advisory basis, the compensation for the named executive officers of the Company 49,523,7816,425,925126,789 ---- 89%Approved—
7. Resolution approving the statutory financial statements for the fiscal year ended December 31, 2023 55,732,2513,694293,252 ---- 99.9%Approved—
8. Resolution approving the consolidated financial statements for the fiscal year ended December 31, 2023 55,732,6963,549292,907 ---- 99.9%Approved—
9. Resolution approving the allocation of profits for the fiscal year ended December 31, 2023 55,932,4264,36392,408 ---- 99.9%Approved—
10. The resolution approving the Indemnification Agreement entered into between the Company and Mr 55,871,97011,630142,795 ---- 99.9%Approved—
11. The resolution delegating authority to the board of directors of the Company (the "Board of Directors") to execute a buyback of Company stock in accordance with the provisions of Article L 55,890,06536,426149,710 ---- 99.9%Approved—
12. 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 provision 55,929,97620,91878,307 ---- 99.9%Approved—
13. The resolution delegating authority to the Board of Directors to reduce the Company's share capital by cancelling shares acquired by the Company in accordance with the provisions of Article L 55,928,36522,56478,273 ---- 99.9%Approved—
14. Resolution delegating authority 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 52,709,9403,290,27075,817 ---- 94%Approved—
15. The resolution delegating authority to the Board of Directors to grant time-based restricted stock units ("Time-Based RSUs") to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L 50,498,6955,445,04085,155 ---- 90%Approved—
16. The resolution delegating authority to the Board of Directors to grant performance-based restricted stock units ("Performance-Based RSUs") to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Ar 50,636,1735,310,06582,738 ---- 91%Approved—
17. Resolution approving the maximum number of shares that may be issued or acquired pursuant to Resolution 16 of the Annual General Shareholders' Meeting dated June 13, 2023 (authorization to grant options to purchase or to subscribe shares), Resolution 15 (a 49,003,1036,938,80687,117 ---- 88%Approved—
18. 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 cri 53,198,4382,741,56886,749 ---- 95%Approved—
19. 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, while preserving the shareholders' preferential subscription right 52,701,9943,237,19187,579 ---- 94%Approved—
20. 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 (excluding offers covered by paragraph 53,064,1902,875,23587,339 ---- 95%Approved—
21. 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 with or without preserving shareholders' preferential subscription rights pursuant to Resolutions 18, 19, an 52,790,4783,141,04595,241 ---- 94%Approved—
22. 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'en 55,407,247532,07187,446 ---- 99.0%Approved—
23. Resolution approving the overall limits pursuant to Resolution 18 to Resolution 22 55,918,87712,12495,728 ---- 99.9%Approved—

Source: CRITEO SA, Form 8-K, filed with the SEC on June 26, 2024 — read the filing on EDGAR.

How asset managers voted at the CRITEO SA 2023-2024 meeting

Each item below shows how the 137 asset managers that disclosed a CRITEO SA vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CRITEO SA’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. renew the term of office of Mr. Edmond Mesrobian as Director,

No official matchDIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: votes by 33 asset managers

The 33 asset managers below reported 8,715,487 for, 7,560 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 8,715,487ABSTAIN: 7,560
Largest asset managers voting on “renew the term of office of Mr. Edmond Mesrobian as Director,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

2. renew the term of office of Ms. Marie Lalleman as Director,

No official matchDIRECTOR ELECTIONS

Combines 3 wordings of this item as funds reported it.

99% of fund votes cast · no official result

FOR
Details: votes by 33 asset managers

The 33 asset managers below reported 8,605,298 for, 110,189 against, 7,560 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 8,605,298AGAINST: 110,189ABSTAIN: 7,560
Largest asset managers voting on “renew the term of office of Ms. Marie Lalleman as Director,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust090,827 00Against
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

3. The resolution renewing the term of office of Ms. Megan Clarken as Director was approved, based upon the following…

Official resultDIRECTOR ELECTIONSReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.6% Approved · of votes cast

FOR 99.6%
FOR: 55,803,187AGAINST: 170,138
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: renew the term of office of Ms. Megan Clarken as Director,

CRITEO SA’s own tally for this item (“The resolution renewing the term of office of Ms. Megan Clarken as Director was approved, based upon the following votes:”): 55,803,187 for, 170,138 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution renewing the term of office of Ms. Megan Clarken as Director was approved, based upon the following votes:”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,715,487 for, 7,560 abstained.

FOR
FOR: 8,715,487ABSTAIN: 7,560
Largest asset managers voting on “renew the term of office of Ms. Megan Clarken as Director,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

4. appoint Mr. Ernst Teunissen as Director,

No official matchDIRECTOR ELECTIONS

100% of fund votes cast · no official result

FOR
Details: votes by 18 asset managers

The 18 asset managers below reported 6,121,326 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,121,326
Largest asset managers voting on “appoint Mr. Ernst Teunissen as Director,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Lord Abbett930,4550 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
Pacific Life91,8430 00For
MML SERIES INVESTMENT FUND42,7010 00For
State Street36,1650 00For
MassMutual31,4070 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For
Equitable16,2460 00For
Invesco14,9620 00For
Blackstone Alternative Investment Funds4,4000 00For
Empower4,1580 00For

5. Appoint Ernst Teunissen as Director

No official matchDIRECTOR ELECTIONS

Combines 2 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: votes by 17 asset managers

The 17 asset managers below reported 2,594,161 for, 7,560 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 2,594,161ABSTAIN: 7,560
Largest asset managers voting on “Appoint Ernst Teunissen as Director” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Neuberger Berman1,401,7030 00For
Hartford307,2670 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
VELA Funds96,3550 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
MML SERIES INVESTMENT FUND76,8630 00For
SEI55,9760 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
MassMutual21,5430 00For
Brighthouse00 7,5600Abstain
Principal1,3220 00For
GUINNESS ATKINSON FUNDS1,1460 00For
CITY NATIONAL ROCHDALE FUNDS340 00For

6. 10. The resolution approving the Indemnification Agreement entered into between the Company and Mr

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 55,871,970AGAINST: 11,630
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: approve the agreements referred to in Articles L.225-38 et seq. of the French Commercial Code (related party transactions) (Indemnification Agreement entered into between the Company and Mr. Frederik van der Kooi),

CRITEO SA’s own tally for this item (“10. The resolution approving the Indemnification Agreement entered into between the Company and Mr”): 55,871,970 for, 11,630 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution approving the Indemnification Agreement entered into between the Company and Mr. Frederik van der Kooi (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,715,487 for, 7,560 abstained.

FOR
FOR: 8,715,487ABSTAIN: 7,560
Largest asset managers voting on “approve the agreements referred to in Articles L.225-38 et seq. of the French Commercial Code (related party t” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

7. 11. The resolution delegating authority to the board of directors of the Company (the "Board of Directors") to execute…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 55,890,065AGAINST: 36,426
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: authorize the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code,

CRITEO SA’s own tally for this item (“11. The resolution delegating authority to the board of directors of the Company (the "Board of Directors") to execute a buyback of Company stock in accordance with the provisions of Article L”): 55,890,065 for, 36,426 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution delegating authority to the board of directors of the Company (the "Board of Directors") to execute a buyback of Company stock in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code was approved, based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,723,047 for.

FOR
FOR: 8,723,047
Largest asset managers voting on “authorize the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Ar” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

8. 13. The resolution delegating authority to the Board of Directors to reduce the Company's share capital by cancelling…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 55,928,365AGAINST: 22,564
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: authorize the Board of Directors to reduce the Company's share capital by cancelling shares acquired by the Company in accordance with the provisions of Article L. 225-208 of the French Commercial Code,

CRITEO SA’s own tally for this item (“13. The resolution delegating authority to the Board of Directors to reduce the Company's share capital by cancelling shares acquired by the Company in accordance with the provisions of Article L”): 55,928,365 for, 22,564 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution delegating authority to the Board of Directors to reduce the Company's share 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:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,723,047 for.

FOR
FOR: 8,723,047
Largest asset managers voting on “authorize the Board of Directors to reduce the Company's share capital by cancelling shares acquired by the Co” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

9. 12. The resolution delegating authority to the Board of Directors to reduce the Company's share capital by cancelling…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 55,929,976AGAINST: 20,918
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: authorize 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,

CRITEO SA’s own tally for this item (“12. 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”): 55,929,976 for, 20,918 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 Com…”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,723,047 for.

FOR
FOR: 8,723,047
Largest asset managers voting on “authorize the Board of Directors to reduce the Company's share capital by cancelling shares as part of the aut” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

10. 20. The resolution delegating authority to the Board of Directors to increase the Company's share capital by issuing…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 53,064,190AGAINST: 2,875,235
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: delegate 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 (excluding offers covered by paragraph 1 of article L. 411-2 of the French Monetary and Financial Code), without shareholders' preferential subscription rights,

CRITEO SA’s own tally for this item (“20. 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 offerin”): 53,064,190 for, 2,875,235 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 (excluding offers covered by paragraph 1 of article L. 411-2 of the French Moneta…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 5,912,190 for, 2,810,857 against.

FORAGAINST
FOR: 5,912,190AGAINST: 2,810,857
Largest asset managers voting on “delegate authority to the Board of Directors to increase the Company's share capital by issuing ordinary share” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus02,720,030 00Against
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust090,827 00Against
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

11. 18. Resolution delegating authority to the Board of Directors to increase the Company's share capital by issuing…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 53,198,438AGAINST: 2,741,568
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: delegate 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,

CRITEO SA’s own tally for this item (“18. 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 categ”): 53,198,438 for, 2,741,568 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 sharehold…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 6,003,017 for, 2,720,030 against.

FORAGAINST
FOR: 6,003,017AGAINST: 2,720,030
Largest asset managers voting on “delegate authority to the Board of Directors to increase the Company's share capital by issuing ordinary share” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus02,720,030 00Against
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

12. 19. Resolution delegating authority to the Board of Directors to increase the Company's share capital by issuing…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 52,701,994AGAINST: 3,237,191
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: delegate 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, while preserving the shareholders' preferential subscription rights,

CRITEO SA’s own tally for this item (“19. 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, while preserving the share”): 52,701,994 for, 3,237,191 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, while preserving the shareholders' preferential subscription rights, was approved, based upon the followi…”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 6,003,017 for, 2,720,030 against.

FORAGAINST
FOR: 6,003,017AGAINST: 2,720,030
Largest asset managers voting on “delegate authority to the Board of Directors to increase the Company's share capital by issuing ordinary share” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus02,720,030 00Against
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

13. 21. Resolution delegating authority to the Board of Directors to increase the number of securities to be issued as a…

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 52,790,478AGAINST: 3,141,045
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: delegate authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase with or without preserving shareholders' preferential subscription rights pursuant to the Eighteenth resolution, Nineteenth resolution and Twentieth resolution above ("green shoe"),

CRITEO SA’s own tally for this item (“21. 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 with or without preserving shareholders' preferential subscription r”): 52,790,478 for, 3,141,045 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 with or without preserving shareholders' preferential subscription rights pursuant to Resolutions 18, 19, and 20 ('green shoe") was approved, based…”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 5,995,457 for, 2,720,030 against, 7,560 abstained.

FORAGAINST
FOR: 5,995,457AGAINST: 2,720,030ABSTAIN: 7,560
Largest asset managers voting on “delegate authority to the Board of Directors to increase the number of securities to be issued as a result of ” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus02,720,030 00Against
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

14. 14. Resolution delegating authority to the Board of Directors to reduce the share capital by way of a buyback of…

Official resultEXTRAORDINARY TRANSACTIONSCAPITAL STRUCTUREReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 52,709,940AGAINST: 3,290,270
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: delegate authority 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,

CRITEO SA’s own tally for this item (“14. Resolution delegating authority 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”): 52,709,940 for, 3,290,270 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution delegating authority 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:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 6,003,017 for, 2,720,030 against.

FORAGAINST
FOR: 6,003,017AGAINST: 2,720,030
Largest asset managers voting on “delegate authority to the Board of Directors to reduce the share capital by way of a buyback of Company stock ” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus02,720,030 00Against
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

15. approve the overall limits pursuant to the Eighteenth resolution to the Twenty-second resolution above.

No official matchCAPITAL STRUCTURE

Combines 2 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: votes by 24 asset managers

The 24 asset managers below reported 6,713,799 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,713,799
Largest asset managers voting on “approve the overall limits pursuant to the Eighteenth resolution to the Twenty-second resolution above.” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Lord Abbett930,4550 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
MML SERIES INVESTMENT FUND42,7010 00For
State Street36,1650 00For
MassMutual31,4070 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For
Equitable16,2460 00For
Invesco14,9620 00For
Blackstone Alternative Investment Funds4,4000 00For
Empower4,1580 00For
CITY NATIONAL ROCHDALE FUNDS340 00For

16. 23. Resolution approving the overall limits pursuant to Resolution 18 to Resolution 22

Official resultCAPITAL STRUCTUREReported outcome: Approved

99.9% Approved · of votes cast

FOR 99.9%
FOR: 55,918,877AGAINST: 12,124
Details: description as filed, official tally, votes by 11 asset managers

Description as filed by funds: Approve the overall limits pursuant to Resolution 18 to Resolution 22 above

CRITEO SA’s own tally for this item (“23. Resolution approving the overall limits pursuant to Resolution 18 to Resolution 22”): 55,918,877 for, 12,124 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution approving the overall limits pursuant to Resolution 18 to Resolution 22 was approved, based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 11 asset managers below reported 2,009,248 for.

FOR
FOR: 2,009,248
Largest asset managers voting on “Approve the overall limits pursuant to Resolution 18 to Resolution 22 above” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Neuberger Berman1,401,7030 00For
Hartford307,2670 00For
MML SERIES INVESTMENT FUND76,8630 00For
SEI55,9760 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
MassMutual21,5430 00For
Brighthouse7,5600 00For
Principal1,3220 00For
GUINNESS ATKINSON FUNDS1,1460 00For

17. 9. Resolution approving the allocation of profits for the fiscal year ended December 31, 2023

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 55,932,426AGAINST: 4,363
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: approve the allocation of profits for the fiscal year ended December 31, 2023,

CRITEO SA’s own tally for this item (“9. Resolution approving the allocation of profits for the fiscal year ended December 31, 2023”): 55,932,426 for, 4,363 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution approving the allocation of profits for the fiscal year ended December 31, 2023 was approved, based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,715,487 for, 7,560 abstained.

FOR
FOR: 8,715,487ABSTAIN: 7,560
Largest asset managers voting on “approve the allocation of profits for the fiscal year ended December 31, 2023,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

18. 8. Resolution approving the consolidated financial statements for the fiscal year ended December 31, 2023

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 55,732,696AGAINST: 3,549
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: approve the consolidated financial statements for the fiscal year ended December 31, 2023,

CRITEO SA’s own tally for this item (“8. Resolution approving the consolidated financial statements for the fiscal year ended December 31, 2023”): 55,732,696 for, 3,549 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution approving the consolidated financial statements for the fiscal year ended December 31, 2023 was approved, based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,715,487 for, 7,560 abstained.

FOR
FOR: 8,715,487ABSTAIN: 7,560
Largest asset managers voting on “approve the consolidated financial statements for the fiscal year ended December 31, 2023,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

19. 7. Resolution approving the statutory financial statements for the fiscal year ended December 31, 2023

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 55,732,251AGAINST: 3,694
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: approve the statutory financial statements for the fiscal year ended December 31, 2023,

CRITEO SA’s own tally for this item (“7. Resolution approving the statutory financial statements for the fiscal year ended December 31, 2023”): 55,732,251 for, 3,694 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution approving the statutory financial statements for the fiscal year ended December 31, 2023 was approved, based upon the following votes:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,715,487 for, 7,560 abstained.

FOR
FOR: 8,715,487ABSTAIN: 7,560
Largest asset managers voting on “approve the statutory financial statements for the fiscal year ended December 31, 2023,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

20. 17. Resolution approving the maximum number of shares that may be issued or acquired pursuant to Resolution 16 of the…

Official resultCOMPENSATIONReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

88% Approved · of votes cast

FOR 88%
FOR: 49,003,103AGAINST: 6,938,806
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: approve the maximum number of shares that may be issued or acquired pursuant to the sixteenth resolution of the Shareholders' Meeting dated June 13, 2023 (authorization to grant options to purchase or to subscribe shares), the Fifteenth resolution herein (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries) and the Sixteenth resolution herein (authorization to grant Performance-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries),

CRITEO SA’s own tally for this item (“17. Resolution approving the maximum number of shares that may be issued or acquired pursuant to Resolution 16 of the Annual General Shareholders' Meeting dated June 13, 2023 (authorization to grant options to purchase o”): 49,003,103 for, 6,938,806 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution approving the maximum number of shares that may be issued or acquired pursuant to Resolution 16 of the Annual General Shareholders' Meeting dated June 13, 2023 (authorization to grant options to purchase or to subscribe shares), Resolution 15 (authorization to grant Time-Based RSUs t…”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 3,975,709 for, 4,747,338 against.

FORAGAINST
FOR: 3,975,709AGAINST: 4,747,338
Largest asset managers voting on “approve the maximum number of shares that may be issued or acquired pursuant to the sixteenth resolution of th” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus02,720,030 00Against
AllianceBernstein01,519,880 00Against
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity46,289198,212 00Mixed
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND76,86342,701 00Mixed
VELA Funds96,3550 00For
Pacific Life091,843 00Against
Bridge Builder Trust090,827 00Against
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual21,54331,407 00Mixed
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street036,165 00Against
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC016,273 00Against

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

21. authorize the Board of Directors to grant performance-based restricted stock units ("Performance-Based RSUs") to…

No official matchCOMPENSATION

Combines 4 wordings of this item as funds reported it.

67% of fund votes cast · no official result

FORAGAINST
Details: description as filed, votes by 33 asset managers

Description as filed by funds: authorize the Board of Directors to grant performance-based restricted stock units ("Performance-Based RSUs") to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code, without shareholders' preferential subscription rights,

The 33 asset managers below reported 5,801,678 for, 2,913,809 against, 7,560 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 5,801,678AGAINST: 2,913,809ABSTAIN: 7,560
Largest asset managers voting on “authorize the Board of Directors to grant performance-based restricted stock units ("Performance-Based RSUs") ” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus02,720,030 00Against
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS153,8909,631 00Mixed
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust090,827 00Against
John Hancock81,1810 00For
SEI055,976 00Against
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street036,165 00Against
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

22. authorize the Board of Directors to grant time-based restricted stock units ("Time-Based RSUs") to employees and…

No official matchCOMPENSATION

Combines 4 wordings of this item as funds reported it.

67% of fund votes cast · no official result

FORAGAINST
Details: description as filed, votes by 33 asset managers

Description as filed by funds: authorize the Board of Directors to grant time-based restricted stock units ("Time-Based RSUs") to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code, without shareholders' preferential subscription rights,

The 33 asset managers below reported 5,801,678 for, 2,913,809 against, 7,560 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 5,801,678AGAINST: 2,913,809ABSTAIN: 7,560
Largest asset managers voting on “authorize the Board of Directors to grant time-based restricted stock units ("Time-Based RSUs") to employees a” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus02,720,030 00Against
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS153,8909,631 00Mixed
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust090,827 00Against
John Hancock81,1810 00For
SEI055,976 00Against
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street036,165 00Against
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

23. 22. Resolution delegating authority to the Board of Directors to increase the Company's share capital by way of issuing…

Official resultCOMPENSATIONReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99.0% Approved · of votes cast

FOR 99.0%
FOR: 55,407,247AGAINST: 532,071
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: delegate 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'epargne d'entreprise), without shareholders' preferential subscription rights, and

CRITEO SA’s own tally for this item (“22. 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 C”): 55,407,247 for, 532,071 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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), without shareholders' prefer…”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,715,487 for, 7,560 against.

FOR
FOR: 8,715,487AGAINST: 7,560
Largest asset managers voting on “delegate authority to the Board of Directors to increase the Company's share capital by way of issuing shares ” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

24. 6. Resolution approving, on a non-binding advisory basis, the compensation for the named executive officers of the…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

89% Approved · of votes cast

FOR 89%
FOR: 49,523,781AGAINST: 6,425,925
Details: description as filed, official tally, votes by 137 asset managers

Description as filed by funds: non-binding advisory vote to approve the compensation for the named executive officers of the Company,

CRITEO SA’s own tally for this item (“6. Resolution approving, on a non-binding advisory basis, the compensation for the named executive officers of the Company”): 49,523,781 for, 6,425,925 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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:”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 33 asset managers voting on “non-binding advisory vote to approve the compensation for the named executive officers of the Company,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus02,720,030 00Against
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya019,704 00Against
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Fund voting reports, all 33 managers: 5,974,607 for, 2,740,880 against, 7,560 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 113 asset managers voting on “non-binding advisory vote to approve the compensation for the named executive officers of the Company,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
DnB Asset Management AS5,472,7280 00For
Neuberger Berman5,436,3670 00For
CADIAN CAPITAL MANAGEMENT, LP5,253,9480 00For
AllianceBernstein3,611,7580 00For
Senvest Management, LLC2,784,5800 00For
Voya01,769,924 00Against
Janus Henderson1,367,1270 00For
ACADIAN ASSET MANAGEMENT LLC1,141,2670 00For
LORD, ABBETT & CO. LLC1,079,6220 00For
Wellington620,3120 00For
Orchard Capital Management, LLC439,9780 00For
Two Sigma429,4560 00For
APG Asset Management US Inc.400,3530 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP355,8620 00For
STRS OHIO331,2050 00For
Desjardins Global Asset Management Inc.0295,342 00Against
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO177,1870 00For
Royce132,2490 00For
MARSHALL WACE, LLP107,9430 00For
Corient Private Wealth LLC104,1120 00For
NEW YORK STATE COMMON RETIREMENT FUND0102,941 00Against
VELA Investment Management, LLC99,3450 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC98,7140 00For
NOMURA ASSET MANAGEMENT CO LTD97,4550 00For
US BANK NATIONAL ASSOCIATION91,9000 00For

Institutional-manager reports, all 113 managers: 30,687,251 for, 2,333,434 against, 899 not voted, 8 unknown. Showing the 25 largest; see all in the interactive database.

25. 5. Resolution renewing the term of office of RBB Business Advisors as statutory auditor

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%
FOR: 55,828,466AGAINST: 64,121
Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: renew RBB Business Advisors as statutory auditor,

CRITEO SA’s own tally for this item (“5. Resolution renewing the term of office of RBB Business Advisors as statutory auditor”): 55,828,466 for, 64,121 against — passed, per its Form 8-K filed June 26, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The resolution renewing the term of office of RBB Business Advisors as statutory auditor was approved, based upon the following votes:”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 8,715,487 for, 7,560 abstained.

FOR
FOR: 8,715,487ABSTAIN: 7,560
Largest asset managers voting on “renew RBB Business Advisors as statutory auditor,” at CRITEO SA, 2023-2024
Asset managerForAgainst AbstainWithheldVote
Virtus2,720,0300 00For
AllianceBernstein1,519,8800 00For
Neuberger Berman1,401,7030 00For
Lord Abbett930,4550 00For
Hartford307,2670 00For
Fidelity244,5010 00For
Royce215,2280 00For
AIG/SunAmerica165,2690 00For
TRUST FOR PROFESSIONAL MANAGERS163,5210 00For
HARBOR FUNDS160,5550 00For
MML SERIES INVESTMENT FUND119,5640 00For
VELA Funds96,3550 00For
Pacific Life91,8430 00For
Bridge Builder Trust90,8270 00For
John Hancock81,1810 00For
SEI55,9760 00For
MassMutual52,9500 00For
Morgan Stanley50,8330 00For
New York Life42,9620 00For
Federated Hermes42,0730 00For
State Street36,1650 00For
DWS30,0990 00For
Voya19,7040 00For
BNY Mellon18,0050 00For
PENN SERIES FUNDS INC16,2730 00For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

Largest CRITEO SA shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 61,181,001 shares outstanding at the time of that meeting.

Fund voting reports: top CRITEO SA shareholders by shares voted on “non-binding advisory vote to approve the compensation for the named executive officers of the…”, 2023-2024
#Asset manager % of shares outstanding
1Virtus 4.45%
2AllianceBernstein 2.48%
3Neuberger Berman 2.29%
4Lord Abbett 1.52%
5Hartford 0.50%
6Fidelity 0.40%
7Royce 0.35%
8AIG/SunAmerica 0.27%
9TRUST FOR PROFESSIONAL MANAGERS 0.27%
10HARBOR FUNDS 0.26%
Institutional-manager reports: top CRITEO SA shareholders by shares voted on “non-binding advisory vote to approve the compensation for the named executive officers of the…”, 2023-2024
#Asset manager % of shares outstanding
1DnB Asset Management AS 8.95%
2Neuberger Berman 8.89%
3CADIAN CAPITAL MANAGEMENT, LP 8.59%
4AllianceBernstein 5.90%
5Senvest Management, LLC 4.55%
6Voya 2.89%
7Janus Henderson 2.23%
8ACADIAN ASSET MANAGEMENT LLC 1.87%
9LORD, ABBETT & CO. LLC 1.76%
10Wellington 1.01%

Reported CRITEO SA holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CRITEO SA holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Neuberger Berman Group LLC 9.37% DEF14A
DNB Asset Management AS 8.85% DEF14A
Morgan Stanley 7.13% DEF14A
Cadian Capital Management 6.93% DEF14A
Petrus Advisers Ltd. 4.78% DEF14A
Senvest Management, LLC 4.65% DEF14A
JPMorgan Chase 0.57% 13F
Megan Clarken 0.51% DEF14A
Two Sigma 0.30% 13F
Sarah Glickman 0.23% DEF14A

Percentages above are of 61,181,001 shares outstanding, as reported by CRITEO SA on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CRITEO SA’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At CRITEO SA's shareholder meeting held June 25, 2024, in the 2023-2024 proxy season, 137 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,335 separate fund positions. Their filings are grouped here into 25 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — non-binding advisory vote to approve the compensation for the named executive officers of the… — CRITEO SA's filing reports the proposal as approved, with 89% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: CRITEO SA's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 26, 2024.

CRITEO SA proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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