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
July 29, 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-(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(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 | |||||||||
| American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share | CRTO | Nasdaq Global Select Market | |||||||||
| Ordinary Shares, nominal value €0.025 per share* | Nasdaq Global Select Market | ||||||||||
*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 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. c
| ITEM 2.02 | Results of Operations and Financial Condition | ||||
On July 29, 2020, Criteo S.A. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, 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.
The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.
| ITEM 7.01 | Regulation FD Disclosure. | ||||
On July 28, 2020, Jean-Baptiste Rudelle notified the board of directors (the "Board") of the Company of his decision to resign as Chairman of the Board, effective immediately. Mr. Rudelle will continue to serve as a member of the Board.
In accordance with its terms, the Consulting Agreement dated December 17, 2019 between the Company and Rocabella, a company fully owned by Mr. Rudelle and members of his immediate family, which provided certain advisory services to the Company as previously disclosed, was terminated immediately upon Mr. Rudelle’s resignation as Chairman.
On July 28, 2020, the Board appointed current director Rachel Picard to serve as Chairwoman of the Board, and current Lead Independent Director James Warner to serve as Vice Chairman of the Board, effective immediately. Ms. Picard has served as a member of the Board since June 2017, and Mr. Warner has served as a member of the Board since 2013.
On July 29, 2020, the Company issued a press release announcing the changes to the Board. A copy of the press release is furnished as Exhibit 99.2 to this report.
The information furnished with this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of 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 filing.
| ITEM 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | |||||||
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: July 29, 2020 | By: | /s/ Dave Anderson | ||||||
| Name: | Dave Anderson | |||||||
| Title: | Interim Chief Financial Officer | |||||||