Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2021, the Compensation Committee ("Committee") of the Board of
Directors (the "Board") of Advantage Solutions Inc. (the "Company") recommended
to the Board, and on January 5, 2021 the Board approved, the grant of
performance restricted stock units with respect to our Class A common stock
("PSUs") to Tanya Domier (our Chief Executive Officer) under the Advantage
Solutions Inc. 2020 Incentive Award Plan (the "Plan"). On January 4, 2021, the
Committee approved grants of PSUs to Brian Stevens (our Chief Financial Officer
and Chief Operating Officer) and Jill Griffin (our President and Chief
Commercial Officer) under the Plan. The PSUs are the first grants made to our
named executive officers under the Plan and are a component of their annual
compensation for 2021. The PSUs are with respect to the following number of
shares: 662,500 (Ms. Domier); 300,000 (Mr. Stevens); and 300,000 (Ms. Griffin).
Subject to the achievement of certain performance conditions based on the
Company's Adjusted EBITDA and Revenues and the recipient's continued service to
the Company, the PSUs are scheduled to vest over a three-year period from the
date of grant and may vest from 0% to 150% of the number of shares set forth in
the immediately preceding sentence. The PSUs are subject to the provisions of
the form of award agreement attached hereto as exhibit 99.1.
On January 4, 2021, the Committee also approved a grant of restricted stock
units with respect to our Class A common stock ("RSUs") to Ms. Griffin with
respect to 125,000 shares. Subject to Ms. Griffin's continued service to the
Company, the RSUs are scheduled to vest 50% on each of January 4, 2022 and 2023
and are subject to the provisions of the form of award agreement attached hereto
as exhibit 99.2.
Item 8.01 Other Events.
On January 5, 2021, the Board approved the grant of RSUs to certain of its
directors (Ronald E. Blaylock, Beverly Chase, Virginie Costa and Elizabeth
Munoz) with respect to 10,356 shares each. The grants were made in accordance
with the Company's Non-Employee Director Compensation Policy, as amended, which
was approved by the Board on December 18, 2020, and is attached hereto as
exhibit 99.3. The RSUs are scheduled to vest on the earlier of the one-year
anniversary of the date of grant or the day immediately preceding the date of
the first annual meeting of the Company's stockholders occurring after the date
of grant and are subject to the provisions of the form of award agreement
attached hereto as exhibit 99.4.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Form of Performance Restricted Stock Unit Award Agreement
under the Advantage Solutions Inc. 2020 Incentive Award Plan
99.2 Form of Restricted Stock Unit Award Agreement (Employees)
under the Advantage Solutions Inc. 2020 Incentive Award Plan
99.3 Advantage Solutions Inc. Non-Employee Director Compensation
Policy
99.4 Form of Restricted Stock Unit Award Agreement (Non-Employee
Directors) under the Advantage Solutions Inc. 2020 Incentive
Award Plan
104 Cover Page Interactive Data File - the cover page XBRL tags are
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