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Compiled from SEC Form N-PX filings and Criteo SA’s Form 8-K, filed June 29, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 29, 2026: 22 items on Criteo SA’s Form 8-K, filed June 29, 2026: 22 approved.
Meeting of February 27, 2026: 5 items on Criteo SA’s Form 8-K, filed February 27, 2026: 5 approved.
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
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These tallies are Criteo SA’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 29, 2026 (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 reported 2 meetings in this season; each is tabulated separately below, with its own filing.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| The resolution renewing the term of office of Mr. Michael Komasinski as Director was approved, based upon the following votes: | 49,407,975 | 600,092 | 55,824 | -- | -- | 99% | Approved | — |
| 2. The resolution renewing the term of office of Ms | 49,193,832 | 550,182 | 319,877 | -- | -- | 99% | Approved | — |
| 3. The resolution renewing the term of office of Mr | 49,065,461 | 914,740 | 83,690 | -- | -- | 98% | Approved | — |
| 4. The resolution renewing the term of office of Mr | 48,903,357 | 833,511 | 327,023 | -- | -- | 98% | Approved | — |
| 5. Resolution approving, on a non-binding advisory basis, the compensation for the named executive officers of the Company | 41,470,998 | 8,469,959 | 122,934 | -- | -- | 83% | Approved | — |
| 6. Resolution approving the statutory financial statements for the fiscal year ended December 31, 2025 | 49,552,605 | 237,153 | 274,133 | -- | -- | 99.5% | Approved | — |
| 7. Resolution approving the consolidated financial statements for the fiscal year ended December 31, 2025 | 49,552,705 | 237,035 | 274,151 | -- | -- | 99.5% | Approved | — |
| 8. Resolution approving the allocation of results for the fiscal year ended December 31, 2025 | 49,764,751 | 245,475 | 53,665 | -- | -- | 99.5% | Approved | — |
| 9. The resolution approving the Indemnification Agreement entered into between the Company and Ms | 49,706,444 | 284,967 | 72,480 | -- | -- | 99.4% | Approved | — |
| 10. The resolution delegating authority to the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Article L | 49,756,730 | 285,367 | 21,794 | -- | -- | 99.4% | Approved | — |
| 11. The resolution delegating authority to the Board of Directors to reduce the Company's share capital by canceling 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 | 49,785,352 | 255,996 | 22,543 | -- | -- | 99.4% | Approved | — |
| 12. The resolution delegating authority to the Board of Directors to reduce the Company's share capital by canceling shares acquired by the Company in accordance with the provisions of Article L | 49,779,287 | 255,105 | 29,499 | -- | -- | 99.4% | Approved | — |
| 13. 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 | 49,062,224 | 972,553 | 29,114 | -- | -- | 98% | Approved | — |
| 14. The resolution delegating authority to the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate officers of the Company and employees of its | 39,102,665 | 10,901,385 | 59,841 | -- | -- | 78% | Approved | — |
| 15. Resolution approving the maximum number of shares that may be issued or acquired pursuant to Resolution 15 of the Annual General Shareholders' Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to employees and corporate officers of the Co | 47,627,345 | 2,380,963 | 55,583 | -- | -- | 95% | Approved | — |
| 16. 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 | 49,706,807 | 296,525 | 60,559 | -- | -- | 99.4% | Approved | — |
| 17. 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 | 39,622,570 | 10,381,807 | 59,514 | -- | -- | 79% | Approved | — |
| 18. 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 | 49,704,366 | 297,903 | 61,622 | -- | -- | 99.4% | Approved | — |
| 19. 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 16, 17 and | 49,716,339 | 286,429 | 61,123 | -- | -- | 99.4% | Approved | — |
| 20. 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 | 49,390,678 | 611,113 | 62,100 | -- | -- | 99% | Approved | — |
| 21. Resolution approving the overall limits pursuant to Resolution 16 to Resolution 20 | 49,721,149 | 272,727 | 70,015 | -- | -- | 99.4% | Approved | — |
| 22. The resolution amending Article 19 of the by-laws of the Company relating to general meetings in order to comply with the new provisions of Article R | 49,767,896 | 243,538 | 52,457 | -- | -- | 99.5% | Approved | — |
Source: Criteo SA, Form 8-K, filed with the SEC on June 29, 2026 — read the filing on EDGAR.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Conversion Proposal | 50,511,371 | 114,993 | 37,908 | -- | -- | 99.7% | Approved | — |
| 2. The proposal, after having acknowledged the report prepared by the board of directors of the Company in accordance with Article 420-26(5) of the Luxembourg Company Law (attached as Annex B to the proxy statement / prospectus mailed to the Company's sharehol | 50,496,642 | 109,905 | 57,725 | -- | -- | 99.7% | Approved | a supermajority of the shares outstanding |
| 3. Proposal to appoint Deloitte Audit, a private limited liability company ( société à responsabilité limitée ), having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS Luxembourg | 50,540,892 | 73,499 | 49,881 | -- | -- | 99.8% | Approved | — |
| 4. The proposal to approve, authorize and empower the board of directors of the Company or any person duly appointed and authorized by the board of directors of the Company, acting individually with full power of substitution and full power of sub-delegation, | 50,498,779 | 98,775 | 66,718 | -- | -- | 99.8% | Approved | — |
| 5. Proposal to approve the adjournment or postponement of the General Meeting to a later date or dates to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Conversion Proposal, the Charter Proposal, the Audito | 49,926,093 | 692,039 | 46,140 | -- | -- | 99% | Approved | — |
Source: Criteo SA, Form 8-K, filed with the SEC on February 27, 2026 — read the filing on EDGAR.
Each item below shows how the 164 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.
Meeting held June 29, 2026.
Combines 3 wordings of this item as funds reported it.
95% of fund votes cast · no official result
The 16 asset managers below reported 2,881,917 for, 164,220 against. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 3 wordings of this item as funds reported it.
95% of fund votes cast · no official result
The 16 asset managers below reported 2,881,917 for, 164,220 against. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 3 wordings of this item as funds reported it.
99% Approved · of votes cast
Description as filed by funds: renewal of the term of office of Mr. Michael Komasinski as Director,
Criteo SA’s own tally for this item (“The resolution renewing the term of office of Mr. Michael Komasinski as Director was approved, based upon the following votes:”): 49,407,975 for, 600,092 against — passed, per its Form 8-K filed June 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The resolution renewing the term of office of Mr. Michael Komasinski as Director was approved, based upon the following votes:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 16 asset managers below reported 2,881,917 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 3 wordings of this item as funds reported it.
95% of fund votes cast · no official result
The 16 asset managers below reported 2,881,917 for, 164,220 against. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
99.5% Approved · of votes cast
Description as filed by funds: Amendment of the fifth paragraph of Article 19 of the by-laws of the Company related to general meetings in order to comply with the new provisions of Article R. 225-86 of the French Commercial Code.
Criteo SA’s own tally for this item (“22. The resolution amending Article 19 of the by-laws of the Company relating to general meetings in order to comply with the new provisions of Article R”): 49,767,896 for, 243,538 against — passed, per its Form 8-K filed June 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The resolution amending Article 19 of the by-laws of the Company relating to general meetings in order to comply with the new provisions of Article R. 225-86 of the French Commercial Code, was approved, based upon the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
78% Approved · of votes cast
Description as filed by funds: authorization to be given to the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders' preferential subscription rights,
Criteo SA’s own tally for this item (“14. The resolution delegating authority to the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate offic”): 39,102,665 for, 10,901,385 against — passed, per its Form 8-K filed June 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The resolution delegating authority to the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate officers of the Company and employees of its subsidiaries, pursuant to the provisions of…”
Support: 78% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 1,376,810 for, 2,727,098 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 0 | 923,858 | 0 | 0 | Against |
| American Century | 0 | 795,604 | 0 | 0 | Against |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 0 | 307,235 | 0 | 0 | Against |
| Fidelity | 62,999 | 182,176 | 0 | 0 | Mixed |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 0 | 165,484 | 0 | 0 | Against |
| Charles Schwab | 0 | 129,538 | 0 | 0 | Against |
| Morgan Stanley | 0 | 80,861 | 0 | 0 | Against |
| SEI | 0 | 62,164 | 0 | 0 | Against |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 0 | 27,090 | 0 | 0 | Against |
| State Street | 0 | 23,375 | 0 | 0 | Against |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 16,000 | 0 | 0 | Against |
| MML SERIES INVESTMENT FUND | 0 | 13,713 | 0 | 0 | Against |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| Vident Advisory, LLC | 9,570 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held February 27, 2026.
Combines 6 wordings of this item as funds reported it.
99.7% Approved · of votes cast
Description as filed by funds: To consider and vote on a proposal to convert French Criteo, without being dissolved, wound up or placed into liquidation, into a public limited liability company (societe anonyme) governed by the laws of the Grand Duchy of Luxembourg (such entity, "Lux Criteo" and such transaction, the "Conversion"), thereby transferring its registered office (siege statutaire) and central administration (administration centrale) to the Grand Duchy of Luxembourg, while retaining its legal personality and continuing the terms of office of its directors as of the effective time of the Conversion (the "Effective Time"), i.e., the date of enactment of the Constat Deed (as defined below) by the Luxembourg notary upon the completion of the legality control of the Conversion (the "Conversion Proposal"). References herein to "Criteo" or the "Company" are to, in respect of the time period prior to the Conversion, French Criteo and, in respect of the time period following the Effective Time, Lux Criteo.
Criteo SA’s own tally for this item (“Conversion Proposal”): 50,511,371 for, 114,993 against — passed, per its Form 8-K filed February 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Conversion Proposal”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 24 asset managers below reported 3,857,627 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 685,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 464,370 | 0 | 0 | 0 | For |
| VELA Funds | 385,520 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 296,207 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 209,310 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 122,260 | 0 | 0 | 0 | For |
| Charles Schwab | 97,910 | 0 | 0 | 0 | For |
| Morgan Stanley | 84,995 | 0 | 0 | 0 | For |
| AllianceBernstein | 64,840 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 35,587 | 0 | 0 | 0 | For |
| Fidelity | 33,316 | 0 | 0 | 0 | For |
| DWS | 29,720 | 0 | 0 | 0 | For |
| Invesco | 25,965 | 0 | 0 | 0 | For |
| State Street | 22,546 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| GuideStone | 18,172 | 0 | 0 | 0 | For |
| Federated Hermes | 12,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 9,749 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
| Eaton Vance | 3,600 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 1,500 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 3 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: approval of the overall limits pursuant to Resolutions 16 to 20 above, and
Criteo SA’s own tally for this item (“21. Resolution approving the overall limits pursuant to Resolution 16 to Resolution 20”): 49,721,149 for, 272,727 against — passed, per its Form 8-K filed June 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The resolution approving the overall limits pursuant to Resolution 16 to Resolution 20 was approved, based upon the following votes:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: authorization to be given to 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 (“10. The resolution delegating authority to the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Article L”): 49,756,730 for, 285,367 against — passed, per its Form 8-K filed June 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The resolution delegating authority to 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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: authorization to be given to the Board of Directors to reduce the Company's share capital by canceling 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 (“12. The resolution delegating authority to the Board of Directors to reduce the Company's share capital by canceling shares acquired by the Company in accordance with the provisions of Article L”): 49,779,287 for, 255,105 against — passed, per its Form 8-K filed June 29, 2026 (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 canceling 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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 3 wordings of this item as funds reported it.
79% Approved · of votes cast
Description as filed by funds: delegation of 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 (“17. 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 shareh”): 39,622,570 for, 10,381,807 against — passed, per its Form 8-K filed June 29, 2026 (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 followin…”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 1,354,706 for, 2,903,852 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 0 | 923,858 | 0 | 0 | Against |
| American Century | 0 | 795,604 | 0 | 0 | Against |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 0 | 307,235 | 0 | 0 | Against |
| Fidelity | 0 | 245,175 | 0 | 0 | Against |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 0 | 165,484 | 0 | 0 | Against |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 0 | 129,538 | 0 | 0 | Against |
| Morgan Stanley | 0 | 80,861 | 0 | 0 | Against |
| SEI | 0 | 62,164 | 0 | 0 | Against |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 16,000 | 0 | 0 | Against |
| MML SERIES INVESTMENT FUND | 0 | 13,713 | 0 | 0 | Against |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: delegation of 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 (“16. 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”): 49,706,807 for, 296,525 against — passed, per its Form 8-K filed June 29, 2026 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 5 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: Delegation of 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 16, 17, and 18 above ("green shoe"),
Criteo SA’s own tally for this item (“19. 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”): 49,716,339 for, 286,429 against — passed, per its Form 8-K filed June 29, 2026 (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 16, 17 and 18 above ('green shoe') was approved, …”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
98% Approved · of votes cast
Description as filed by funds: delegation of 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 (“13. 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”): 49,062,224 for, 972,553 against — passed, per its Form 8-K filed June 29, 2026 (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: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: authorization to be given to the Board of Directors to reduce the Company's share capital by canceling 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 (“11. The resolution delegating authority to the Board of Directors to reduce the Company's share capital by canceling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own ”): 49,785,352 for, 255,996 against — passed, per its Form 8-K filed June 29, 2026 (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 canceling 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 Comm…”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 20 asset managers below reported 4,094,338 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: delegation of 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 (“18. 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”): 49,704,366 for, 297,903 against — passed, per its Form 8-K filed June 29, 2026 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 20 asset managers below reported 4,094,338 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held February 27, 2026.
99.7% Approved · of votes cast
Description as filed by funds: THE CHARTER PROPOSAL: After having acknowledged the report prepared by our board of directors in accordance with Article 420-26(5) of the Luxembourg Company Law (attached as Annex B to the proxy statement / prospectus) detailing the reasons for the proposal to authorize the board of directors of Lux Criteo to limit or withdraw the shareholders' preferential subscription rights in respect of the issuance of any new shares from Lux Criteo's authorized share capital, to consider and vote on a ...(due to space limits, see proxy material for full proposal)
Criteo SA’s own tally for this item (“2. The proposal, after having acknowledged the report prepared by the board of directors of the Company in accordance with Article 420-26(5) of the Luxembourg Company Law (attached as Annex B to the proxy statement / pro”): 50,496,642 for, 109,905 against — passed, per its Form 8-K filed February 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “(c) an authorization to the board of directors of Lux Criteo for a period of 18 months from the Effective Time to acquire up to 11,000,000 shares (for the avoidance of doubt, this number does not include the shares acquired and held in treasury by the Company prior to the Effective Time) and hold i…”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“10% of the issued and outstanding”).
The 2 asset managers below reported 507,780 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| VELA Funds | 385,520 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 122,260 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
99.5% Approved · of votes cast
Description as filed by funds: approval of the allocation of results for the fiscal year ended December 31, 2025,
Criteo SA’s own tally for this item (“8. Resolution approving the allocation of results for the fiscal year ended December 31, 2025”): 49,764,751 for, 245,475 against — passed, per its Form 8-K filed June 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The resolution approving the allocation of results for the fiscal year ended December 31, 2025 was approved, based upon the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
99.5% Approved · of votes cast
Description as filed by funds: approval of the consolidated financial statements for the fiscal year ended December 31, 2025,
Criteo SA’s own tally for this item (“7. Resolution approving the consolidated financial statements for the fiscal year ended December 31, 2025”): 49,552,705 for, 237,035 against — passed, per its Form 8-K filed June 29, 2026 (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, 2025 was approved, based upon the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
99.5% Approved · of votes cast
Description as filed by funds: approval of the statutory financial statements for the fiscal year ended December 31, 2025,
Criteo SA’s own tally for this item (“6. Resolution approving the statutory financial statements for the fiscal year ended December 31, 2025”): 49,552,605 for, 237,153 against — passed, per its Form 8-K filed June 29, 2026 (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, 2025 was approved, based upon the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 3 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: approval of an agreement referred to in Article L.225-38 of the French Commercial Code (related party transactions) (Indemnification Agreement entered into between the Company and Ms. Stefanie Jay),
Criteo SA’s own tally for this item (“9. The resolution approving the Indemnification Agreement entered into between the Company and Ms”): 49,706,444 for, 284,967 against — passed, per its Form 8-K filed June 29, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The resolution approving the Indemnification Agreement entered into between the Company and Ms. Stefanie Jay (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code) was approved, based upon the following votes:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,094,338 for, 164,220 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held February 27, 2026.
Combines 2 wordings of this item as funds reported it.
99.2% of fund votes cast · no official result
Description as filed by funds: To approve the adjournment or postponement of the General Meeting to a later date or dates to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Conversion Proposal, the Charter Proposal, the Auditor Proposal or the Delegation Proposal (the "Adjournment Proposal").
The 19 asset managers below reported 2,814,938 for, 22,546 against. 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 685,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 464,370 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Charles Schwab | 97,910 | 0 | 0 | 0 | For |
| Morgan Stanley | 84,995 | 0 | 0 | 0 | For |
| AllianceBernstein | 64,840 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 35,587 | 0 | 0 | 0 | For |
| Fidelity | 33,316 | 0 | 0 | 0 | For |
| DWS | 29,720 | 0 | 0 | 0 | For |
| Invesco | 25,965 | 0 | 0 | 0 | For |
| State Street | 0 | 22,546 | 0 | 0 | Against |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| GuideStone | 18,172 | 0 | 0 | 0 | For |
| Federated Hermes | 12,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 9,749 | 0 | 0 | 0 | For |
| Eaton Vance | 3,600 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 1,500 | 0 | 0 | 0 | For |
Meeting held February 27, 2026.
Combines 3 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: To consider and vote on a proposal to approve, authorize and empower our board of directors or any person duly appointed and authorized by our board of directors, acting individually with full power of substitution and full power of sub-delegation, in the name and on behalf of the Company, (i) for the purposes of the Constat Deed to be passed by the Luxembourg notary in the context of the Conversion, to confirm the following information to the Luxembourg notary as of the date of the Constat Deed: (a) the name, professional address and the terms of office of the directors of the Company; (b) the amount of the issued share capital, the number of ordinary shares and the nominal value of each ordinary share of the Company, for the purposes of including in Article 5.1 of the Lux Articles the correct amount of issued share capital, the number of ordinary shares and nominal value of each ordinary share of the Company; and (c) the satisfaction or waiver of any conditions precedent to the Conversion set forth in the Draft Terms of Cross-Border Conversion of Criteo, dated January 6, 2026, which is attached to the accompanying proxy statement / prospectus as Annex D, and (ii) to effect, implement and carry out any actions, steps, formalities or execute any documents, confirmations, acknowledgments, notices as our board of directors or such delegate deems relevant, necessary or appropriate, in its sole discretion, in connection with the passing of the Constat Deed before the Luxembourg notary and the Conversion (the "Delegation Proposal").
The 17 asset managers below reported 2,168,920 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| American Century | 685,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 464,370 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 296,207 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 209,310 | 0 | 0 | 0 | For |
| AllianceBernstein | 64,840 | 0 | 0 | 0 | For |
| Voya | 35,587 | 0 | 0 | 0 | For |
| Fidelity | 33,316 | 0 | 0 | 0 | For |
| DWS | 29,720 | 0 | 0 | 0 | For |
| Invesco | 25,965 | 0 | 0 | 0 | For |
| State Street | 22,546 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| GuideStone | 18,172 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 9,749 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
| Eaton Vance | 3,600 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 1,500 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 2 wordings of this item as funds reported it.
95% Approved · of votes cast
Description as filed by funds: approval of the maximum number of shares that may be issued or acquired pursuant to Resolution 15 of the Shareholders' Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), Resolution 16 of the Shareholders' Meeting dated June 25, 2024 (authorization to grant Performance-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), and Resolution 14 herein (authorization to grant options to purchase or to subscribe shares to employees and corporate officers of the Company and employees of its subsidiaries),
Criteo SA’s own tally for this item (“15. Resolution approving the maximum number of shares that may be issued or acquired pursuant to Resolution 15 of the Annual General Shareholders' Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to em”): 47,627,345 for, 2,380,963 against — passed, per its Form 8-K filed June 29, 2026 (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 15 of the Annual General Shareholders' Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 2,896,466 for, 1,207,442 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 0 | 795,604 | 0 | 0 | Against |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 62,999 | 182,176 | 0 | 0 | Mixed |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 0 | 165,484 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 0 | 27,090 | 0 | 0 | Against |
| State Street | 0 | 23,375 | 0 | 0 | Against |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 0 | 13,713 | 0 | 0 | Against |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| Vident Advisory, LLC | 9,570 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 3 wordings of this item as funds reported it.
99% Approved · of votes cast
Description as filed by funds: Delegation of 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,
Criteo SA’s own tally for this item (“20. 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”): 49,390,678 for, 611,113 against — passed, per its Form 8-K filed June 29, 2026 (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% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 21 asset managers below reported 4,103,908 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 795,604 | 0 | 0 | 0 | For |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 165,484 | 0 | 0 | 0 | For |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 42,356 | 0 | 0 | 0 | For |
| Invesco | 27,090 | 0 | 0 | 0 | For |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 13,713 | 0 | 0 | 0 | For |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| Vident Advisory, LLC | 9,570 | 0 | 0 | 0 | For |
| GuideStone | 8,896 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
Meeting held February 27, 2026.
Combines 4 wordings of this item as funds reported it.
100% of fund votes cast · no official result
Description as filed by funds: After having acknowledged the report prepared by our board of directors in accordance with Article 420-26(5) of the Luxembourg Company Law (attached as Annex B to the accompanying proxy statement / prospectus) detailing the reasons for the proposal to authorize the board of directors of Lux Criteo to limit or withdraw the shareholders' preferential subscription rights in respect of the issuance of any new shares from Lux Criteo's authorized share capital, to consider and vote on a proposal to adopt the articles of association of Lux Criteo, attached as Annex C to the accompanying proxy statement / prospectus (the "Lux Articles"), to be effective as of the Effective Time, which, among other things, provide for: (a) an authorized share capital, excluding the issued and outstanding share capital as of the Effective Time, set at an amount equal to 10% of the issued and outstanding share capital of the Company at the Effective Time, as confirmed in the acknowledgment (constat) deed enacted by the Luxembourg notary in the context of the Conversion (the "Constat Deed"), rounded down to the nearest whole number, which consists of a number of shares equal to such authorized share capital divided by the per share nominal value of EUR 0.025; (b) an authorization for the board of directors of Lux Criteo, for a period of five years from the Effective Time, to (i) issue new shares with or without share premium, having the same rights as the existing shares, any subscription and/or conversion rights, including options, time-based restricted stock units, performance-based restricted stock units, warrants or similar instruments and any other instruments convertible into or repayable by or exchangeable for new shares, and to limit or withdraw the shareholders' preferential subscription rights to the new shares in accordance with the Article 420-26(5) of the Luxembourg law dated 10 August 1915 on commercial companies, as amended, (the "Luxembourg Company Law"), and (ii) proceed to a gratuitous allocation of existing shares or shares to be issued from and within the limits of the authorized share capital; (c) an authorization to the board of directors of Lux Criteo for a period of 18 months from the Effective Time to acquire up to 11,000,000 shares (for the avoidance of doubt, this number does not include the shares acquired and held in treasury by the Company prior to the Effective Time) and hold its own shares, in accordance with, Article 430-15(1) of the Luxembourg Company Law and the conditions set forth in the Lux Articles; and (d) an authorization to the board of directors of Lux Criteo for a period of five years from the Effective Time to proceed with the cancellation of any own shares held in treasury from time to time, including the cancellation of any treasury shares acquired by the Company prior to the Effective Time (the "Charter Proposal").
The 17 asset managers below reported 2,168,920 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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| American Century | 685,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 464,370 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 296,207 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 209,310 | 0 | 0 | 0 | For |
| AllianceBernstein | 64,840 | 0 | 0 | 0 | For |
| Voya | 35,587 | 0 | 0 | 0 | For |
| Fidelity | 33,316 | 0 | 0 | 0 | For |
| DWS | 29,720 | 0 | 0 | 0 | For |
| Invesco | 25,965 | 0 | 0 | 0 | For |
| State Street | 22,546 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| GuideStone | 18,172 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 9,749 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
| Eaton Vance | 3,600 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 1,500 | 0 | 0 | 0 | For |
Meeting held June 29, 2026.
Combines 6 wordings of this item as funds reported it.
83% Approved · of votes cast
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 (“5. Resolution approving, on a non-binding advisory basis, the compensation for the named executive officers of the Company”): 41,470,998 for, 8,469,959 against — passed, per its Form 8-K filed June 29, 2026 (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: 83% 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 0 | 795,604 | 0 | 0 | Against |
| VELA Funds | 495,189 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 477,970 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 307,235 | 0 | 0 | 0 | For |
| Fidelity | 245,175 | 0 | 0 | 0 | For |
| Legg Mason | 0 | 243,900 | 0 | 0 | Against |
| Bridge Builder Trust | 0 | 165,484 | 0 | 0 | Against |
| UNIFIED SERIES TRUST | 0 | 164,220 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| Morgan Stanley | 80,861 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 0 | 42,356 | 0 | 0 | Against |
| Invesco | 0 | 27,090 | 0 | 0 | Against |
| State Street | 23,375 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 0 | 18,292 | 0 | 0 | Against |
| Federated Hermes | 16,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 0 | 13,713 | 0 | 0 | Against |
| BlackRock | 10,792 | 0 | 0 | 0 | For |
| GuideStone | 0 | 8,896 | 0 | 0 | Against |
| HARBOR FUNDS | 0 | 6,846 | 0 | 0 | Against |
Fund voting reports, all 21 managers: 2,772,157 for, 1,486,401 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 7,050,744 | 0 | 0 | 0 | For |
| DnB Asset Management AS | 5,772,212 | 0 | 0 | 0 | For |
| Senvest Management, LLC | 4,597,322 | 0 | 0 | 0 | For |
| Janus Henderson | 0 | 3,532,650 | 0 | 0 | Against |
| American Century | 0 | 1,337,101 | 0 | 0 | Against |
| ACADIAN ASSET MANAGEMENT LLC | 0 | 962,810 | 0 | 0 | Against |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 0 | 692,486 | 0 | 0 | Against |
| Robeco Institutional Asset Management B.V. | 566,027 | 0 | 0 | 0 | For |
| APG Asset Management US Inc. | 0 | 513,046 | 0 | 0 | Against |
| VELA Investment Management, LLC | 257,413 | 0 | 0 | 0 | For |
| Clearbridge Investments, LLC | 0 | 254,774 | 0 | 0 | Against |
| Nierenberg Investment Management Company, LLC | 248,555 | 0 | 0 | 0 | For |
| STRS OHIO | 0 | 245,399 | 0 | 0 | Against |
| Ballast Asset Management, LP | 0 | 233,538 | 0 | 0 | Against |
| Fidelity | 223,446 | 0 | 0 | 0 | For |
| KING LUTHER CAPITAL MANAGEMENT CORP | 0 | 178,659 | 0 | 0 | Against |
| PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 0 | 159,520 | 0 | 0 | Against |
| DE Shaw | 0 | 155,178 | 0 | 0 | Against |
| Corient Private Wealth LP | 12,197 | 139,646 | 0 | 0 | Mixed |
| HighTower Advisors, LLC | 0 | 139,804 | 0 | 0 | Against |
| Charles Schwab | 129,538 | 0 | 0 | 0 | For |
| BlackRock | 55,073 | 71,197 | 0 | 0 | Mixed |
| Amundi | 0 | 89,448 | 0 | 0 | Against |
| SEI | 89,265 | 0 | 0 | 0 | For |
| VIRGINIA RETIREMENT SYSTEMS ET Al | 0 | 83,279 | 0 | 0 | Against |
Institutional-manager reports, all 148 managers: 19,807,290 for, 9,450,111 against, 50 withheld, 15,332 abstained, 182 not voted. Showing the 25 largest; see all in the interactive database.
Meeting held February 27, 2026.
Combines 6 wordings of this item as funds reported it.
99.8% Approved · of votes cast
Description as filed by funds: To consider and vote on a proposal to appoint Deloitte Audit, a private limited liability company (societe a responsabilite limitee), having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS Luxembourg under number B67895, as statutory auditor (reviseur d'entreprises agree) of the Company, as of the Effective Time, for a mandate expiring at the second annual meeting of the Company following the Effective Time (the "Auditor Proposal").
Criteo SA’s own tally for this item (“3. Proposal to appoint Deloitte Audit, a private limited liability company ( société à responsabilité limitée ), having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg”): 50,540,892 for, 73,499 against — passed, per its Form 8-K filed February 27, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “The proposal to appoint Deloitte Audit, a private limited liability company ( société à responsabilité limitée ), having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS Luxembourg under number B67895, as statutory audi…”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 24 asset managers below reported 3,857,627 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Neuberger Berman | 923,858 | 0 | 0 | 0 | For |
| American Century | 685,000 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 464,370 | 0 | 0 | 0 | For |
| VELA Funds | 385,520 | 0 | 0 | 0 | For |
| TRUST FOR PROFESSIONAL MANAGERS | 296,207 | 0 | 0 | 0 | For |
| Legg Mason | 243,900 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 209,310 | 0 | 0 | 0 | For |
| UNIFIED SERIES TRUST | 122,260 | 0 | 0 | 0 | For |
| Charles Schwab | 97,910 | 0 | 0 | 0 | For |
| Morgan Stanley | 84,995 | 0 | 0 | 0 | For |
| AllianceBernstein | 64,840 | 0 | 0 | 0 | For |
| SEI | 62,164 | 0 | 0 | 0 | For |
| Voya | 35,587 | 0 | 0 | 0 | For |
| Fidelity | 33,316 | 0 | 0 | 0 | For |
| DWS | 29,720 | 0 | 0 | 0 | For |
| Invesco | 25,965 | 0 | 0 | 0 | For |
| State Street | 22,546 | 0 | 0 | 0 | For |
| STEWARD FUNDS, INC. | 18,292 | 0 | 0 | 0 | For |
| GuideStone | 18,172 | 0 | 0 | 0 | For |
| Federated Hermes | 12,000 | 0 | 0 | 0 | For |
| MML SERIES INVESTMENT FUND | 9,749 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 6,846 | 0 | 0 | 0 | For |
| Eaton Vance | 3,600 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 1,500 | 0 | 0 | 0 | For |
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 50,098,139 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Neuberger Berman | 1.84% |
| 2 | American Century | 1.37% |
| 3 | Columbia Threadneedle | 0.93% |
| 4 | VELA Funds | 0.77% |
| 5 | TRUST FOR PROFESSIONAL MANAGERS | 0.59% |
| 6 | Legg Mason | 0.49% |
| 7 | Bridge Builder Trust | 0.42% |
| 8 | UNIFIED SERIES TRUST | 0.24% |
| 9 | Charles Schwab | 0.20% |
| 10 | Morgan Stanley | 0.17% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Neuberger Berman | 14.07% |
| 2 | DnB Asset Management AS | 11.52% |
| 3 | Senvest Management, LLC | 9.18% |
| 4 | Janus Henderson | 7.05% |
| 5 | American Century | 2.67% |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 1.92% |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.38% |
| 8 | Robeco Institutional Asset Management B.V. | 1.13% |
| 9 | APG Asset Management US Inc. | 1.02% |
| 10 | VELA Investment Management, LLC | 0.51% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Neuberger Berman Group LLC | 15.88% | 13G |
| DNB Asset Management AS | 10.95% | 13G |
| Morgan Stanley | 9.80% | 13G |
| Senvest Management, LLC | 9.18% | 13G |
| Barclays PLC | 6.06% | DEF14A |
| Millennium Management | 0.87% | 13F |
| D.E. Shaw | 0.73% | 13F |
| Sarah Glickman | 0.50% | DEF14A |
| Megan Clarken | 0.39% | DEF14A |
| Goldman Sachs | 0.34% | 13F |
Percentages above are of 50,098,139 shares outstanding, as reported by Criteo SA on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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, 2026. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Criteo SA's 2 shareholder meetings in the 2025-2026 proxy season (held February 27, 2026 and June 29, 2026), 164 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,053 separate fund positions. Their filings are grouped here into 28 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 of the season, voted at the meeting held June 29, 2026 — 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 83% 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 29, 2026.
Criteo SA proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.