Advantage Solutions Inc. 10-K

Item 9A. Controls and Procedures Limitations on Effectiveness of Disclosure Controls and Procedures In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Commission’s rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation as of December 31, 2021, our chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective at the reasonable assurance level. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. In accordance with interpretive guidance issued by SEC staff, management has excluded from its assessment of internal control over financial reporting as of December 31, 2021 four acquisitions that were acquired through purchase business combinations during 2021. The acquired entities are wholly-owned subsidiaries whose total assets and total revenues excluded from our assessment of internal control over financial reporting collectively represent approximately 1% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021. The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein. 107 Item 9B. Other Information. None. Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this items is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021. The Company has adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code is available on our principal corporate website at www.advantagesolutions.net . Item 11. Executive Compensation. The information required by this items is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this items is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this items is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021. Item 14. Principal Accountant Fees and Services The information required by this items is incorporated herein by reference to our definitive proxy statement relating to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021. 108 PART IV Item 15. Exhibits, Financial Statement Schedules. (a)(1) Financial Statements. See Index to Financial Statements in Item 8. Financial Statements and Supplementary Data. (a)(2) Financial Statement Schedule. Schedule I — Condensed Registrant Only Financial Information. See Index to Financial Statements in Item 8. Financial Statements and Supplementary Data . All other financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements. (a)(3) Exhibits. Exhibit No. Incorporated by Reference Description Form File No. Exhibit Filing Date 2.1 Agreement and Plan of Merger, dated as of September 7, 2020, by and among Conyers Park II Acquisition Corp., CP II Merger Sub, Inc., Advantage Solutions Inc., and Karman Topco L.P. 8-K 001-38990 2.1 September 8, 2020 3.1 Third Amended and Restated Certificate of Incorporation of Advantage Solutions Inc. 8-K 001-38990 3.1 May 28, 2021 3.2 Third Amended and Restated Bylaws of Advantage Solutions Inc. 8-K 001-38990 3.1 April 13, 2021 4.1 Specimen Common Stock Certificate 8-K 001-38990 4.1 November 3, 2020 4.2 Warrant Agreement, dated July 22, 2019, between Conyers Park II Acquisition Corp. and Continental Stock Transfer & Trust Company 8-K 001-38990 4.1 July 22, 2019 4.3 Specimen Warrant Certificate (included in Exhibit 4.2) 8-K 001-38990 4.1 July 22, 2019 4.4 Indenture, dated as of October 28, 2020, among Advantage Solutions FinCo LLC, Advantage Sales & Marketing Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent 8-K 001-38990 4.4 November 3, 2020 4.5 Form of 6.50% Senior Secured Notes due 2028 (included in Exhibit 4.4) 8-K 001-38990 4.4 November 3, 2020 10.1 Sponsor Agreement, dated as of September 7, 2020, by and among Conyers Park II Sponsor LLC, the other holders of Acquiror Class B Common Stock set forth therein, Conyers Park II Acquisition Corp., and Advantage Solutions Inc. 8-K 001-38990 10.1 September 8, 2020 10.2 Amended and Restated Stockholders Agreement, dated as of October 27, 2020, by and among Conyers Park II Acquisition Corp., Karman Topco L.P., CVC ASM Holdco, L.P., the entities identified on the signature pages thereto under the heading “LGP Stockholders”, BC Eagle Holdings, L.P., and Conyers Park II Sponsor LLC 8-K 001-38990 10.2 November 3, 2020 109 10.3 Registration Rights Agreement, dated as of September 7, 2020 by and between Karman Topco L.P., Karman II Coinvest LP, Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, LGP Associates VI-B LLC, CVC ASM Holdco, LP, JCP ASM Holdco, L.P., Karman Coinvest L.P., Centerview Capital, L.P., Centerview Employees, L.P., BC Eagle Holdings, L.P. and Yonghui Investment Limited, Conyers Park II Sponsor LLC and the other holders of Common Series B Units, Vested Common Series C Units and Vested Common Series C-2 Units of Holdings listed on the schedule thereto as Contributing Investors. 8-K 001-38990 10.3 November 3, 2020 10.4 Form of Investor Subscription Agreement 8-K 001-38990 10.4 September 8, 2020 10.5 Form of Sponsor Subscription Agreement 8-K 001-38990 10.5 September 8, 2020 10.6# Advantage Solutions Inc. 2020 Incentive Plan 8-K 001-38990 10.6# November 3, 2020 10.6(a)# Form of Stock Option Award Grant Notice and Agreement under the Advantage Solutions Inc. 2020 Incentive Plan 10-K 001-38990 10.6(a)# March 16, 2021 10.6(b)# Form of Restricted Stock Award Grant Notice and Agreement under the Advantage Solutions Inc. 2020 Incentive Plan 10-K 001-38990 10.6(b)# March 16, 2021 10.6(c)# Form of Performance Restricted Stock Unit Grant Notice and Agreement under the Advantage Solutions Inc. 2020 Incentive Award Plan 10-K 001-38990 10.6(c)# March 16, 2021 10.6(d)# Advantage Solutions Inc. Non-Employee Director Compensation Policy 8-K 001-38990 99.3 January 6, 2021 10.6(e)# Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Advantage Solutions Inc. 2020 Incentive Award Plan 8-K 001-38990 99.4 January 6, 2021 10.7# Advantage Solutions Inc. 2020 Employee Stock Purchase Plan 8-K 001-38990 10.7# November 3, 2020 10.8# Amended and Restated Employment Agreement, dated December 17, 2010, by and between Tanya Domier and Advantage Sales & Marketing LLC 8-K 001-38990 10.8# November 3, 2020 10.8(a)# Amendment No. 1 to Amended and Restated Employment Agreement, dated October 1, 2013, by and between Tanya Domier and Advantage Sales & Marketing LLC 8-K 001-38990 10.8(a)# November 3, 2020 10.8(b)# Amendment No. 2 to Amended and Restated Employment Agreement, dated October 1, 2014, by and between Tanya Domier and Advantage Sales & Marketing LLC 8-K 001-38990 10.8(b)# November 3, 2020 10.8(c)# Amendment No. 3 to Amended and Restated Employment Agreement, dated June 11, 2020, by and between Tanya Domier and Advantage Sales & Marketing LLC 8-K 001-38990 10.8(c)# November 3, 2020 110 10.9# Second Amended and Restated Employment Agreement, dated September 3, 2019, by and between Brian Stevens and Advantage Sales & Marketing LLC 8-K 001-38990 10.9# November 3, 2020 10.10# Amended and Restated Employment Agreement, dated September 3, 2019, by and between Jill Griffin and Advantage Sales & Marketing LLC 8-K 001-38990 10.10# November 3, 2020 10.11# Form of Indemnification Agreement 8-K 001-38990 10.11# November 3, 2020 10.12# Form of Letter Agreement Regarding Management Incentive Plan Payments Acceleration. 8-K 001-38990 10.12# November 3, 2020 10.13# Letter Agreement, dated November 1, 2020, by and between Tanya Domier and ASI Intermediate Corp. 8-K 001-38990 10.13# November 3, 2020 10.14 Eighth Amended and Restated Agreement of Limited Partnership for Karman Topco L.P., dated as of September 7, 2020 8-K 001-38990 10.14 November 3, 2020 10.15 ABL Revolving Credit Agreement, dated October 28, 2020, by and among Advantage Sales & Marketing Inc., as Borrower, Karman Intermediate Corp., Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lender parties thereto. 8-K 001-38990 10.15 November 3, 2020 10.16 First Lien Credit Agreement, dated October 28, 2020, by and among Advantage Sales & Marketing Inc., as Borrower, Karman Intermediate Corp., Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lender parties thereto. 8-K 001-38990 10.16 November 3, 2020 10.17 Amendment No. 1 to First Lien Credit Agreement, dated as of October 28, 2021, by and among the Borrower, Holdings, the other guarantors parties thereto, each lender party thereto, and Bank of America, as administrative agent. 8-K 001-38990 10.1 October 29, 2021 10.18 First Amendment to ABL Revolving Credit Agreement, dated as of October 28, 2021, by and among the Borrower, Holdings, the lenders party thereto and Bank of America, as administrative agent. 8-K 001-38990 10.2 October 29, 2021 14.1 Code of Ethics 8-K 001-38990 14.1 March 16, 2021 21.1* List of Subsidiaries 23.1* Consent of PricewaterhouseCoopers LLP 31.1* Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2* Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 32.1** Section 1350 Certification of Chief Executive Officer 32.2** Section 1350 Certification of Chief Financial Officer 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 111 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. # Indicates management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary. None. *** 112 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ADVANTAGE SOLUTIONS INC. By: /s/ Tanya Domier Tanya Domier Chief Executive Officer and Director Date: March 1, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Tanya Domier Tanya Domier Chief Executive Officer (Principal Executive Officer) and Director March 1, 2022 /s/ Brian Stevens Brian Stevens Chief Financial Officer (Principal Financial Officer) and Chief Operating Officer March 1, 2022 /s/ Dean Kaye Dean Kaye Chief Financial Officer – North America (Principal Accounting Officer) March 1, 2022 /s/ Ronald E. Blaylock Director March 1, 2022 Ronald E. Blaylock /s/ Cameron Breitner Director March 1, 2022 Cameron Breitner /s/ Beverly F. Chase Director March 1, 2022 Beverly F. Chase /s/ Virginie Costa Director March 1, 2022 Virginie Costa /s/ Ryan Cotton Director March 1, 2022 Ryan Cotton /s/ Timothy J. Flynn Director March 1, 2022 Timothy J. Flynn /s/ Tiffany Han Director March 1, 2022 Tiffany Han /s/ James M. Kilts Chairman of the Board and Director March 1, 2022 James M. Kilts SIGNATURE TITLE DATE /s/ Robin Manherz Director March 1, 2022 Robin Manherz /s/ Brian K. Ratzan Director March 1, 2022 Brian K. Ratzan /s/ Jonathan D. Sokoloff Director March 1, 2022 Jonathan D. Sokoloff /s/ David J. West Director March 1, 2022 David J. West