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
                embedded within the Inline XBRL document.

© Edgar Online, source Glimpses