Criteo S.A 8-K, filed May 15, 2020
Criteo S.A. (CRTO)
8-K
2020-05-15
For: 2020-05-15
View Original
Added on
April 08, 2026
About this 8-K
Criteo S.A filed this 8-K on May 15, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| Not Applicable | ||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On May 15, 2020, Criteo S.A. (the “Company”) announced the appointment of Dave Anderson as the Company’s Interim Chief Financial Officer for a six-month term in replacement of Benoit Fouilland, effective May 18, 2020. During his engagement, Mr. Anderson will also be the Company’s principal financial officer and principal accounting officer.
In connection with the appointment of Mr. Anderson, the Company's wholly-owned subsidiary, Criteo Corp., and Mr. Anderson have entered into a Consulting Agreement, dated May 14, 2020 (the “Consulting Agreement”), pursuant to which Criteo Corp. will pay Mr. Anderson $83,333.33 per month for his services. Additionally, Mr. Anderson will have the opportunity to earn a $250,000.00 performance bonus, based on the achievement of goals determined by the Company's board of directors. The Company will also provide Mr. Anderson with directors' and officers' liability insurance and indemnification, in accordance with the terms of the Company's standard form of Offer to Directors, Officers or Specifically Designated Persons to Subscribe Liability Insurance and Provide Indemnification. Mr. Anderson is not entitled to any other compensation or benefits from the Company or Criteo Corp. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Consulting Agreement, which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q.
Mr. Anderson, age 70, previously served as Chief Financial Officer of Nielsen Holdings plc from September 2018 to December 2019. Prior to that, Mr. Anderson was the Executive Vice President and Chief Financial Officer of Alexion Pharmaceuticals, Inc. from December 2016 to August 2017. Prior to joining Alexion, Mr. Anderson served as Senior Vice President and Chief Financial Officer of Honeywell International from 2003 to 2014. Prior to joining Honeywell, Mr. Anderson was Senior Vice President and Chief Financial Officer of ITT Industries, as well as Newport News Shipbuilding. Previously, he held senior financial positions with RJR Nabisco and the Quaker Oats Company. Mr. Anderson serves on the board of directors of American Electric Power Company, Inc.
There is no arrangement or understanding, other than the Consulting Agreement, between Mr. Anderson and any other person pursuant to which Mr. Anderson has been selected. Mr. Anderson has not engaged in any transaction exceeding $120,000 with the Company and does not have a family relationship with any director or executive officer of the Company.
A copy of the press release announcing Mr. Anderson's appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| 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: May 15, 2020 | By: | /s/ Ryan Damon | ||||||
| Name: | Ryan Damon | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||
Exhibit 99.1
CRITEO APPOINTS DAVE ANDERSON AS INTERIM CHIEF FINANCIAL OFFICER
NEW YORK – May 15, 2020 – Criteo S.A. (NASDAQ: CRTO), the global technology company powering the world’s marketers with trusted and impactful advertising, today announced the appointment of Dave Anderson as interim Chief Financial Officer for a six-month engagement in replacement of Benoit Fouilland, effective May 18, 2020.
As the prior CFO of Nielsen Holdings and Honeywell International, Dave Anderson is a highly experienced and senior finance and operations leader who has worked in diverse global companies across a range of industries. In addition to a strong CFO skills set, Dave brings significant experience in driving, with company leaders and boards of directors, complex company transformations, including optimization of organization design and internal operations. Dave Anderson has been recognized by Institutional Investor magazine as one of America’s Top CFOs in Institutional Investor’s annual survey of investors and sell-side analysts.
“I’m excited and honored to join Criteo at this pivotal point in its trajectory,” said Dave Anderson. “I very much look forward to working with Megan and the executive team to help drive Criteo’s transformation in this critical time”.
“Dave is an amazing leader,” said Megan Clarken, CEO. “He brings a deep wealth of experience and expertise in transforming companies which will help Criteo strike the appropriate balance between a necessary right-sizing of the cost base and increased investments in its strategic initiatives”.
During his engagement, Dave Anderson will be Criteo’s principal financial officer and principal accounting officer.
Benoit Fouilland, whose planned departure was announced on March 2, 2020, will support Dave and the Company to ensure a smooth transition through June 30, 2020 as required. In the interim, the Company continues to actively search for a permanent Chief Financial Officer.
About Criteo
Criteo (NASDAQ: CRTO) is the global technology company powering the world’s marketers with trusted and impactful advertising. 2,700 Criteo team members partner with over 20,000 customers and thousands of publishers around the globe to deliver effective advertising across all channels, by applying advanced machine learning to unparalleled data sets. Criteo empowers companies of all sizes with the technology they need to better know and serve their customers. For more information, please visit www.criteo.com.
Contacts
Criteo Investor Relations
Edouard Lassalle, VP, Head of Market Relations, e.lassalle@criteo.com
Friederike Edelmann, IR Director, f.edelmann@criteo.com
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Criteo Public Relations
Isabelle Leung-Tack, VP, Global Communications, i.leungtack@criteo.com
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