Criteo S.A 8-K, filed Mar 2, 2020
Criteo S.A. (CRTO)
About this 8-K
Criteo S.A filed this 8-K on March 2, 2020, reporting on events of February 27, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
+
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. |
1
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 |
2
Exhibit 99.1
CRITEO ANNOUNCES PLANNED DEPARTURE OF BENOIT FOUILLAND,
CHIEF FINANCIAL OFFICER, AT THE END OF THE SECOND QUARTER 2020
NEW YORK – March 2, 2020 – Criteo S.A. (NASDAQ: CRTO), the global technology company powering the world’s marketers with trusted and impactful advertising, today announced that Chief Financial Officer Benoit Fouilland plans to depart from Criteo at the end of the second quarter 2020. Mr. Fouilland has indicated that he will remain fully committed to his role as Chief Financial Officer and member of the senior executive team, and will play an active role in identifying and hiring his successor to ensure an orderly and smooth transition until his anticipated departure date of June 30, 2020. Criteo has launched a search for a replacement Chief Financial Officer.
“Benoit has played a pivotal role at Criteo over the last eight years, particularly in driving financial discipline to develop a powerful financial model with strong profitability and cash flow generation,” commented Megan Clarken, CEO. “He has been a great partner since I joined Criteo. While we’ll all be sad to see him leave at the end of June, we wish Benoit all the best in his new endeavors”.
Benoit Fouilland joined Criteo in March 2012 and, during his eight-year tenure, has been instrumental in taking Criteo public on the NASDAQ Global Market, in scaling the Company to support growth from $200 million revenue to $2.3 billion globally, and in contributing to evolve Criteo’s operating model for the future. After this eight-year cycle, Mr. Fouilland took the personal decision to pursue new professional endeavors.
About Criteo
Criteo (NASDAQ: CRTO) is the global technology company powering the world’s marketers with trusted and impactful advertising. 2,800 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
Criteo Public Relations
Isabelle Leung-Tack, VP, Global Communications, i.leungtack@criteo.com
1