ITEM 2.02 Results of Operations and Financial Condition
OnNovember 3, 2021 ,Criteo S.A. (the "Company") issued a press release and will hold a conference call regarding its financial results for the quarter endedSeptember 30, 2021 . 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 of 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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnOctober 28, 2021 , the Board of Directors of the Company approved an update to Article 6 of the Company's bylaws, effective immediately, solely to reflect an adjustment in the Company's share capital as a result of the cancellation of shares repurchased by the Company pursuant to the Company's previously announced share repurchase program and shares issued due to employee stock option and warrant exercises. The text of the updated Article is attached as Exhibit 3.1 hereto and is incorporated by reference herein. ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Update to By-laws ( statuts ) of Criteo S.A. (English Translation) 99.1 Press Release dated November 3 , 2021 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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