UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 27, 2020
Date of Report (Date of earliest event reported)
CRITEO S.A.
(Exact name of registrant as specified in its charter)
| France | 001-36153 | Not Applicable | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 32, rue Blanche Paris France | 75009 | |
| (Address of principal executive offices) | (Zip Code) |
+33 14 040 2290
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| * | Not for trading, but only in connection with the registration of the American Depositary Shares. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 2, 2020, Criteo S.A. (the “Company”) announced that Benoit Fouilland plans to leave his position as the Company’s Chief Financial Officer, effective as of June 30, 2020. Mr. Fouilland has indicated that he will continue to serve as Chief Financial Officer and a member of the senior executive team until his anticipated departure date and will play an active role in identifying and hiring his successor to ensure an orderly and smooth transition. The Company has launched a search for a replacement Chief Financial Officer.
| ITEM 7.01 | Regulation FD Disclosure. |
On March 2, 2020, the Company issued a press release announcing Mr. Fouilland’s planned departure. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number | Description | |
| 99.1 | Press release dated March 2, 2020 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Criteo S.A. | ||
| Date: March 2, 2020 | By: | /s/ Ryan Damon |
| Name: | Ryan Damon | |
| Title: | Executive Vice President, General Counsel and Secretary |
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