📜 What This Document Is 📑

This document is a Definitive Proxy Statement (DEF 14A). Think of it as a comprehensive guidebook for the annual meeting of stockholders. 📖 Its purpose is to inform you—the shareholder—about the company's directors, executive officers, compensation, and key proposals that require your vote. You should use this to understand the governance structure and the critical decisions the company is asking you to approve.

👉 Key Takeaway: This document is not a financial report showing profitability; it is a corporate governance filing detailing who runs the company and how shareholders can vote on its direction.

🏢 What Advantage Solutions Inc. Does 🌍

Advantage Solutions Inc. (ADV) is a company that operates within the consumer goods and retail sectors. While the filing focuses heavily on corporate governance, it confirms that the company operates a complex business involving various services across multiple consumer-facing markets.

👉 Why it matters: Understanding that ADV operates in the consumer goods space signals that its strategic direction and leadership decisions must align with major retail and market trends (like e-commerce and supply chain management).

🗓️ The Annual Meeting Details 📅

The Proxy Statement details the logistical requirements for the 2026 Annual Meeting of Stockholders. The meeting is scheduled for May 27, 2026, at 12:00 pm Central Time. Crucially, this meeting will be completely virtual, meaning no stockholders can attend in person.

• Record Date: The date the board set to determine who is entitled to vote is April 13, 2026.
• Voting Method: Stockholders must vote via the Internet (www.proxydocs.com/ADV) or by submitting a physical proxy card.
• Shares Eligible to Vote: Only holders of Class A common stock, as recorded on the Record Date, are entitled to vote. As of that date, there were 13,123,995 shares of Class A common stock issued and outstanding.

🏛️ Board Structure and Governance Principles 🛡️

The Board of Directors oversees the company's business and affairs. The governance section is detailed, outlining the committee structure and the rules under which the board operates. The board is structured into three classes of directors (Class I, Class II, and Class III), with each class serving a three-year staggered term.

• Quorum Requirements: For the business to be legally carried out, a quorum (a majority of voting power) must be present at the meeting, either virtually or by proxy.
• Controlled Company Status: The company has stated that Topco controls a majority of the voting power of its outstanding Class A common stock. Because of this, the company is considered a “controlled company” under NASDAQ rules. This grants them certain exemptions from traditional corporate governance requirements.

🎖️ The Board of Directors Composition 👨‍💼

The company currently has 14 directors. The filing details the background and experience of each director, showing deep expertise across consumer goods, finance, and technology. The board membership is designed to be highly diverse in skills, ranging from experience in global financial services to deep retail and consumer brand knowledge.

👉 Why it matters: The extensive and varied background of the directors—including service at major corporations like The Procter & Gamble Company, Hershey, and various financial institutions—suggests the company places a high value on industry experience to guide strategic decisions.

🔬 Key Board Committee Responsibilities 📊

The Board of Directors has three standing committees to assist in its duties: the Audit, the Human Capital, and the Nominating and Corporate Governance Committee. Each committee has a specific, highly detailed charter outlining its responsibilities.

• The Audit Committee: This committee is responsible for the financial backbone of the company, including overseeing the independent public accounting firm, reviewing the scope of audits, and monitoring financial reporting controls.
• The Human Capital Committee: This committee focuses on the company's people strategy, including reviewing the CEO's performance and setting compensation recommendations for all executive officers.
• The Nominating and Corporate Governance Committee: This group's primary role is ensuring the board has the necessary skills and experience. They are responsible for identifying and recommending qualified individuals to become directors.

🗳️ Proposal 1: Electing Directors 🧍

The first proposal asks stockholders to elect four individuals to serve as Class III directors for the upcoming term. The nominees recommended by the board are Tiffany Han, Adam Levyn, David Peacock, and David J. West.

• Voting Requirement: Approval for the election requires the plurality of votes cast, meaning the nominees who receive the highest number of "For" votes will be elected.
• Board Recommendation: The board recommends voting "For" all four nominees, indicating strong support for these individuals to continue guiding the company.

📑 Proposal 2: Ratifying the Independent Auditor 🧑‍💻

This proposal asks stockholders to ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm for the 2026 fiscal year.

• Importance: The auditor is one of the most critical figures in the corporate world because they provide an unbiased opinion on the accuracy of the company's financial statements.
• Board Recommendation: The board recommends voting "For" the ratification of PwC’s appointment.

💰 Proposal 3: Executive Compensation Review 💸

The third matter requires stockholders to vote, on an advisory (non-binding) basis, to approve the compensation of the company's named executive officers.

• Non-Binding Status: Because this vote is advisory, the result will not legally force the company or the Board to change the compensation structure. However, management uses this vote to gauge shareholder sentiment.
• Board Recommendation: The board recommends voting "For" the approval of the executive compensation, signaling management's confidence in its current structure.

🧑‍💼 Key Executive Officers 🚀

The filing lists the key executive officers who run the day-to-day business. These roles define the operational leadership and are vital to understanding who is managing the company's day-to-day activities.

• CEO David Peacock: Serves as the Chief Executive Officer (Age 57).
• CFO Christopher Growe: Serves as the Chief Financial Officer (Age 51).
• Chief Operating Officers (COOs): The company has three COOs, overseeing different segments:
  • Jeffrey Harsh (Branded Services)
  • Michael Taylor (Retailer Services and Activation)
  • George Johnson (Demonstration Services and Workforce Operations)

📈 Director Compensation for 2025 💵

For 2025, the board has set the compensation structure for non-employee directors. The pay consists of an annual cash retainer and an equity award of restricted stock units (RSUs).

• Annual Cash Retainer: Non-employee directors generally receive an annual cash retainer of $100,000. Directors chairing a committee receive higher retainers ($20,000 for Audit, $17,500 for Human Capital, and $17,500 for Nominating & Governance).
• Equity Awards: Each non-employee director was granted an RSU award with an aggregate fair value of $175,000.
• Total Compensation: Directors like Virginie Costa, Robin Manherz, and Christopher Baldwin received total compensation around $326,760–$328,635 for 2025.

📩 How to Vote and Get Information 📞

The filing provides detailed instructions on how stockholders can submit their votes. All proxy materials are available online at www.proxydocs.com/ADV.

• Mailing Address for Proxy Card: Stockholders can return physical proxy cards to the Corporate Secretary at 7676 Forsyth Boulevard, 5th Floor, St. Louis, Missouri 63105.
• Virtual Voting: Instructions are available via the Internet and by phone (1-844-325-1107).
• Importance of Proxy: If you are a beneficial owner, it is critical to give explicit voting instructions to your broker or bank, otherwise, those shares may not be counted in your vote.

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🧠 The Analogy 🎭

Think of a corporate annual meeting like an election for a school student council. The principals (the Board of Directors) are running for reelection, and they also have to elect committee heads (like the Audit Committee) to oversee the books. This proxy statement is the detailed ballot: it lists the candidates, explains what the committee heads do, and tells you exactly how you must cast your vote for each role to ensure your voice is counted.

🧩 Final Takeaway 🚀

This proxy statement is a blueprint of corporate power, showing that ADV is running a vote to confirm its leadership (board members) and its financial oversight (PwC). The primary takeaway is the deep commitment to governance—the company is meticulously detailing who serves on every committee and how voting power is structured.