20 unchanged sentences
Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.
+Added: There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
Other Information.
+Added: Principal Accounting Officer
+Added: Our board of directors appointed Christopher Growe as the Company’s principal accounting officer as of March 4, 2025.
Rule 10b5-1 Trading Plans
4 unchanged sentences
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.
−Removed: A copy of that code is available on our principal corporate website at www.advantagesolutions.net .
+Added: A copy of that code is available on our principal corporate website at https://youradv.com .
Executive Compensation.
17 unchanged sentences
Incorporated by Reference
−Removed: 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.
−Removed: September 8, 2020
Third Amended and Restated Certificate of Incorporation of Advantage Solutions Inc.
14 unchanged sentences
November 3, 2020
−Removed: 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
−Removed: November 3, 2020
−Removed: 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.
+Added: 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.
−Removed: Form of Investor Subscription Agreement
−Removed: September 8, 2020
−Removed: Form of Sponsor Subscription Agreement
−Removed: September 8, 2020
+Added: November 3, 2020
Advantage Solutions Inc.
+Added: 2020 Incentive Plan, as amended and restated
+Added: Form of Pre-2024 Stock Option Award Grant Notice and Agreement under the Advantage Solutions Inc.
2020 Incentive Plan
−Removed: November 3, 2020
+Added: Form of Pre-2024 Restricted Stock Award Grant Notice and Agreement under the Advantage Solutions Inc.
+Added: 2020 Incentive Plan
+Added: Form of Pre-2024 Performance Restricted Stock Unit Grant Notice and Agreement under the Advantage Solutions Inc.
+Added: 2020 Incentive Award Plan
Form of 2024 Stock Option Award Grant Notice and Agreement under the Advantage Solutions Inc.
2020 Incentive Plan
−Removed: March 16, 2021
Form of 2024 Restricted Stock Award Grant Notice and Agreement under the Advantage Solutions Inc.
2020 Incentive Plan
−Removed: March 16, 2021
Form of 2024 Performance Restricted Stock Unit Grant Notice and Agreement under the Advantage Solutions Inc.
2020 Incentive Award Plan
−Removed: March 16, 2021
Advantage Solutions Inc.
Non-Employee Director Compensation Policy
+Added: March 1, 2024
Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Advantage Solutions Inc.
2020 Incentive Award Plan
−Removed: January 6, 2021
Advantage Solutions Inc.
1 unchanged sentence
November 3, 2020
−Removed: Amended and Restated Employment Agreement dated as of March 1, 2022, by and between Advantage Solutions Inc.
−Removed: and Tanya Domier
−Removed: March 1, 2022
−Removed: Third Amended and Restated Employment Agreement, dated September 30, 2022, by and between Brian Stevens and Advantage Sales & Marketing LLC
−Removed: October 4, 2022
−Removed: Transition Agreement dated March 13, 2023, by and between Brian Stevens and Advantage Sales & Marketing LLC
−Removed: March 14, 2023
−Removed: Amended and Restated Employment Agreement, dated March 1, 2022, by and between Advantage Solutions Inc.
−Removed: and Jill Griffin
−Removed: March 1, 2022
−Removed: Separation Agreement and General Release executed January 16, 2023, by and between Advantage Solutions Inc.
−Removed: and Jill Griffin
+Added: Amended and Restated Employment Agreement dated February 1, 2023, by and between Advantage Solutions Inc.
+Added: and Dave Peacock
Employment Agreement dated March 28, 2023, by and between Advantage Solutions Inc.
and Jack Pestello
+Added: March 1, 2024
Amended and Restated Employment Agreement dated March 31, 2023, by and between Advantage Solutions Inc.
3 unchanged sentences
and Michael Taylor
+Added: March 1, 2024
Form of Indemnification Agreement
18 unchanged sentences
August 4, 2023
−Removed: Code of Ethics
−Removed: March 1, 2023
+Added: Amendment No.
+Added: 3 to First Lien Credit Agreement, dated as of April 17, 2024, by and among the Borrower, Holdings, the other guarantors parties
+Added: April 18, 2024
+Added: thereto, each lender party thereto, and Bank of America, as administrative agent.
+Added: Code of Business Conduct and Ethics
+Added: Advantage Solutions Inc.
+Added: Insider Trading Compliance Policy and Procedures
List of Subsidiaries
29 unchanged sentences
Christopher Growe
−Removed: Chief Financial Officer (Principal Financial Officer)
−Removed: March 1, 2024
−Removed: /s/ Bevin Conley
−Removed: Chief Accounting Officer (Principal Accounting Officer)
+Added: Chief Financial Officer (Principal Accounting Officer)
March 7, 2025
30 unchanged sentences
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.