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 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, 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). 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. 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. Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein. 105 Item 9B. 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. 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 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. 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 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 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. Item 13. Certain Relationships and Related Transactions, and Director Independence 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. Item 14. Principal Accountant Fees and Services 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. 106 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 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 10.2 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 8-K 001-38990 10.3 November 3, 2020 107 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. 10.3 Form of Investor Subscription Agreement 8-K 001-38990 10.4 September 8, 2020 10.4 Form of Sponsor Subscription Agreement 8-K 001-38990 10.5 September 8, 2020 10.5# Advantage Solutions Inc. 2020 Incentive Plan 8-K 001-38990 10.6# November 3, 2020 10.5(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 10.5(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 10.5(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 10.5(d)#* Advantage Solutions Inc. Non-Employee Director Compensation Policy 10.5(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 10.6# Advantage Solutions Inc. 2020 Employee Stock Purchase Plan 8-K 001-38990 10.7# November 3, 2020 10.7# Amended and Restated Employment Agreement dated as of March 1, 2022, by and between Advantage Solutions Inc. and Tanya Domier 8-K 001-38990 10.2# March 1, 2022 10.8# Third Amended and Restated Employment Agreement, dated September 30, 2022, by and between Brian Stevens and Advantage Sales & Marketing LLC 8-K 001-38990 10.1# October 4, 2022 10.9# Transition Agreement dated March 13, 2023, by and between Brian Stevens and Advantage Sales & Marketing LLC 8-K 001-38990 10.1# March 14, 2023 10.10# Amended and Restated Employment Agreement, dated March 1, 2022, by and between Advantage Solutions Inc. and Jill Griffin 8-K 001-38990 10.1# March 1, 2022 10.11# Separation Agreement and General Release executed January 16, 2023, by and between Advantage Solutions Inc. and Jill Griffin 8-K 001-38990 10.1# May 10, 2023 10.12#* Employment Agreement dated March 28, 2024, by and between Advantage Solutions Inc. and Jack Pestello 10.13# Amended and Restated Employment Agreement dated March 31, 2023, by and between Advantage Solutions Inc. and Christopher Growe 10-Q 001-38990 10.1# April 3, 2023 108 10.14#* Executive Employment Agreement dated October 18, 2017, by and between Daymon Worldwide Inc. and Michael Taylor 10.15# Form of Indemnification Agreement 8-K 001-38990 10.11# November 3, 2020 10.16 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 10.17 First Amendment to Eighth Amended and Restated Limited Partnership Agreement of Karman Topco L.P. 10-K 001-38990 10.19 March 1, 2023 10.18 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 10.19 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 10.20 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 10.21 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 10.22 Second Amendment to ABL Revolving Credit Agreement, dated as of December 2, 2022, by and among the Borrower, Holdings, the lenders party thereto and Bank of America, as administrative agent. 8-K 001-38990 10.1 December 6, 2022 10.23 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 10-Q 001-38990 10.1 August 4, 2023 14.1 Code of Ethics 10-K 001-38990 14.1 March 1, 2023 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 109 32.2** Section 1350 Certification of Chief Financial Officer 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation 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 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. *** 110 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/ David Peacock David Peacock Chief Executive Officer and Director Date: March 1, 2024 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/ David Peacock David Peacock Chief Executive Officer (Principal Executive Officer) and Director March 1, 2024 /s/ Christopher Growe Christopher Growe Chief Financial Officer (Principal Financial Officer) March 1, 2024 /s/ Bevin Conley Bevin Conley Chief Accounting Officer (Principal Accounting Officer) March 1, 2024 /s/ Chris Baldwin Director March 1, 2024 Chris Baldwin /s/ Cameron Breitner Director March 1, 2024 Cameron Breitner /s/ Virginie Costa Director March 1, 2024 Virginie Costa /s/ Timothy J. Flynn Director March 1, 2024 Timothy J. Flynn /s/ Tiffany Han Director March 1, 2024 Tiffany Han /s/ James M. Kilts Chairman and Director March 1, 2024 James M. Kilts /s/ Adam Levyn Director March 1, 2024 Adam Levyn /s/ Jody Macedonio Director March 1, 2024 Jody Macedonio /s/ Robin Manherz Director March 1, 2024 Robin Manherz SIGNATURE TITLE DATE /s/ Adam Nebesar Director March 1, 2024 Adam Nebesar /s/ Deborah Poole Director March 1, 2024 Deborah Poole /s/ Brian K. Ratzan Director March 1, 2024 Brian K. Ratzan /s/ David J. West Director March 1, 2024 David J. West