What changed in this filing

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Item 9A. Controls and Procedures

2024-03-01 compared with 2023-03-01 · 49 added, 35 removed, 153 unchanged (35% of the section changed)

4 unchanged sentences

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 Exchange Act 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, 2022, 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 Exchange Act) are effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Based on the evaluation as of December 31, 2023, 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 Exchange Act) 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).

1 unchanged sentence

(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, 2022 two acquisitions that were acquired through purchase business combinations during 2022.

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 less than 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

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.

We rely extensively on information systems and technology to manage our business and summarize operating results.

We are in the process of a multi-year implementation of a new global enterprise resource planning (“ERP”) system, which will replace our existing operating and financial systems.

The ERP system is designed to accurately maintain the Company’s financial records, enhance operational functionality and provide timely information to the Company’s management team related to the operation of the business.

The implementation is expected to occur in phases over the next several years.

As the next phases are rolled out in connection with the ERP implementation, we will give appropriate consideration to whether these process changes necessitate changes in the design of and testing for effectiveness of internal controls over financial reporting.

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.

2 unchanged sentences

Other Information.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, none of our directors and executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

The information required by this item is incorporated herein by reference to our definitive proxy statement relating to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023.

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.

1 unchanged sentence

Executive Compensation.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits, Financial Statement Schedules.

3 unchanged sentences

(a)(2) Financial Statement Schedule.

Schedule I —

Condensed Registrant Only Financial Information.

Schedule I — Condensed Registrant Only Financial Information.

See Index to Financial Statements in Item 8.

19 unchanged sentences

November 3, 2020

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

November 3, 2020

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.

November 3, 2020

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.

Form of Investor Subscription Agreement

16 unchanged sentences

Non-Employee Director Compensation Policy

January 6, 2021

Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Advantage Solutions Inc.

9 unchanged sentences

October 4, 2022

Transition Agreement dated March 13, 2023, by and between Brian Stevens and Advantage Sales & Marketing LLC

March 14, 2023

Amended and Restated Employment Agreement, dated March 1, 2022, by and between Advantage Solutions Inc.

3 unchanged sentences

and Jill Griffin

January 18, 2023

Employment Agreement dated January 16, 2023, by and between Advantage Solutions Inc.

and David Peacock

January 18, 2023

Employment Agreement dated March 28, 2024, by and between Advantage Solutions Inc.

and Jack Pestello

Amended and Restated Employment Agreement dated March 31, 2023, by and between Advantage Solutions Inc.

and Christopher Growe

April 3, 2023

Executive Employment Agreement dated October 18, 2017, by and between Daymon Worldwide Inc.

and Michael Taylor

Form of Indemnification Agreement

2 unchanged sentences

November 3, 2020

First Amendment to Eighth Amended and Restated Limited Partnership Agreement of Karman Topco L.P.

March 1, 2023

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.

9 unchanged sentences

December 6, 2022

First Amendment to Eighth Amended and Restated Limited Partnership Agreement of Karman Topco L.P.

Amendment No.

2 to First Lien Credit Agreement, dated as of May 24, 2023, by and among the Borrower, Holdings, the other guarantors parties thereto, each lender party thereto, and Bank of America, as administrative agent

August 4, 2023

Code of Ethics

March 1, 2023

List of Subsidiaries

4 unchanged sentences

Section 1350 Certification of Chief Financial Officer

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

Policy Relating to Recovery of Erroneously Awarded Compensation

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

Inline XBRL Taxonomy Extension Schema Document

19 unchanged sentences

March 1, 2024

/s/ Brian Stevens

Brian Stevens

Chief Financial Officer (Principal Financial Officer) and Chief Operating Officer

/s/ Christopher Growe

Christopher Growe

Chief Financial Officer (Principal Financial Officer)

March 1, 2024

/s/ Dean Kaye

Chief Financial Officer –

North America (Principal Accounting Officer)

/s/ Bevin Conley

Chief Accounting Officer (Principal Accounting Officer)

March 1, 2024

5 unchanged sentences

Cameron Breitner

/s/ Tanya Domier

Executive Chair and Director

March 1, 2023

/s/ Virginie Costa

5 unchanged sentences

March 1, 2024

Chairman and Director

March 1, 2024

/s/ Adam Levyn

March 1, 2024

/s/ Jody Macedonio

March 1, 2024

Jody Macedonio

/s/ Robin Manherz

7 unchanged sentences

March 1, 2024

/s/ Jonathan D.

March 1, 2024

March 1, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures