ADVANTAGE SOLUTIONS INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On March 13, 2023, Brian Stevens, the Chief Financial Officer and Chief
Operating Officer of Advantage Solutions Inc. (the “Company”), entered into a
Transition Services Agreement (the “Transition Agreement”) with the Company’s
subsidiary, Advantage Sales & Marketing LLC (“ASM”), pursuant to which Mr. Stevens will transition out of his current role effective as of March 27,
2023, and continue on with ASM as a non-executive employee assisting on certain
development projects during a transition period ending August 1, 2023 (unless Mr. Stevens’ employment terminates sooner for any reason).

Stevens Transition Agreement

The Transition Agreement provides that Mr. Stevens is eligible for continued
employment with ASM through August 1, 2023 at his current compensation through
such date, subject to earlier termination for any reason. Upon the occurrence of
the transition date as a result of the expiration of the transition period on
August 1, 2023 or his termination by ASM without cause, Mr. Stevens will be
eligible to receive (a) severance payments in an amount equal to his base salary
for 18 months following the date of separation, (b) 18 months of continued
health insurance coverage at active employee rates, and (c) accelerated vesting
of a portion of his outstanding and unvested time-based restricted stock units
and stock option awards that were originally scheduled to vest on October 3,
2023, as if he had remain continuously employed with ASM through such date. Mr. Steven’s receipt of his severance benefits is subject to and conditioned
upon his non-revocation of a separation agreement and general release attached
to the Transition Agreement and his continued compliance with any restrictive
covenants.

The foregoing description of the Transition Agreement is qualified in its
entirety by reference to the full text of the Transition Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by
reference herein.

Appointment of Christopher Growe as Chief Financial Officer

On March 13, 2023, the Company approved the appointment of Christopher Growe as
Chief Financial Officer, effective as of March 27, 2023.

Mr. Growe has served as a managing director since 2007 at Stifel, a global
wealth management, investment banking and investment advisory company. As a
managing director in the consumer and retail sector, Mr. Growe provided analyst
coverage of food and tobacco stocks and offered guidance to institutional
investors. Prior to joining Stifel, Mr. Growe was an analyst covering food,
beverage and tobacco stocks with A.G. Edwards. He spent his early career in
marketing at Anheuser-Busch and holds bachelor’s and master’s degrees in
business administration from Saint Louis University.

There are no arrangements or understandings between Mr. Growe and any other
persons pursuant to which he was appointed as an officer, and there are no
family relationships between him and any director or executive officer of the
Company. Mr. Growe has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Growe Employment Agreement

In connection with the appointment of Mr. Growe as Chief Financial Officer of
the Company, the Company and Mr. Growe entered into an Employment Agreement (the
“Growe Agreement”), pursuant to which Mr. Growe will commence employment on
March 27, 2023 (unless otherwise mutually agreed between Mr. Growe and the
Company) and will receive an annual base salary of $560,000 and a cash signing
bonus of $100,000 (the “Signing Bonus”). Mr. Growe will also be eligible to
receive a target bonus of 100% of his base salary and an annual equity award for
2023 under the Company’s 2020 Incentive Award Plan (the “Plan”) with an
aggregate grant date fair value of 100% of his base salary. For fiscal year 2024
and thereafter, Mr. Growe will be eligible for an annual equity award under the
Plan with an aggregate grant date fair value of 200% of his salary.

As provided in the Growe Agreement, the Company will also make a one-time equity
grant of options to Mr. Growe under the Plan upon the commencement of his
employment with the Company. The grant of options shall have a value of
$1,600,000 determined using the Black-Scholes formula based on the closing stock
price of the Company’s Class A common stock on the first business day of the
calendar month following the month Mr. Growe commences employment with the
Company. Such grant will vest over five years, in increments of one-fifth of the
options on each of the five anniversary dates of the Effective Date; provided,
however, that the options shall become fully vested upon a Change in Control (as
defined in the Plan). The options shall have an exercise price of (1) the
greater of (x) $2.50 or (y) the fair market

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value per share of the Company’s Class A common stock on the date of grant, with
respect to 31.25% of the options; (2) $5.00, with respect to another 31.25% of
the options; and (3) $10.00, with respect to the last 37.5% of the options;
provided, however, that in no event shall any of the options be granted with an
exercise price that is less than the fair market value per share of the
Company’s Class A common stock on the date of grant. In all other respects, the
options shall be subject to the terms and conditions of the Plan, the applicable
option award agreement, and the other documents governing the options.

If the Company terminates Mr. Growe’s employment without cause or if Mr. Growe resigns for good reason, the Company will, subject to his execution
and non-revocation of a general release and continued compliance with any
restrictive covenants, pay him severance benefits of: (i) continued payment of
base salary for 12 months following termination, (ii) payment to Mr. Growe of
the Company’s portion of post-employment Company-sponsored healthcare insurance
premiums under COBRA for 12 months following termination,
(iii) pro-rated vesting of outstanding time-based equity awards scheduled to
vest on the next applicable vesting date based on the number of days worked
during the then-current vesting period, and (iv) pro-rated vesting of
outstanding performance-based equity awards scheduled to vest on the next
applicable vesting date based on the number of days worked during the
then-current performance period (with performance stock units vesting based on
actual performance). In addition, Mr. Growe’s vested and outstanding stock
options will remain exercisable until the first anniversary of his termination
date (or, if earlier, the original expiration date of such options). Mr. Growe is also entitled to certain severance benefits in the event his employment is
terminated due to his death and disability.

Under the terms of the Growe Agreement, Mr. Growe has agreed not to disparage
the Company during his employment term or at any time thereafter.

The foregoing description of the Growe Agreement is qualified in its entirety by
reference to the full text of the Growe Agreement, which is filed as Exhibit
10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On March 14, 2023, the Company issued a press release regarding the executive
transition matters described in this Current Report on Form 8-K. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. The information being furnished pursuant to Item 7.01 of this Current
Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this Current Report on Form 8-K, including any
information furnished in connection therewith, that may be considered
forward-looking statements within the meaning of the federal securities laws,
including statements regarding the expected terms of severance arrangements, the
commencement of employment by certain officers, and the future performance of
the Company’s business. Forward-looking statements generally relate to future
events or the Company’s future financial or operating performance. These
forward-looking statements generally are identified by the words “may,”
“should,” “expect,” “intend,” “will,” “would,” “estimate,” “anticipate,”
“believe,” “predict,” “potential” or “continue,” or the negatives of these terms
or variations of them or similar terminology. Such forward-looking statements
are predictions, projections and other statements about future events that are
based on current expectations and assumptions and, as a result, are subject to
risks, uncertainties, and other factors which could cause actual results to
differ materially from those expressed or implied by such forward looking
statements.

Detailed risk factors affecting the Company are set forth in the section titled
“Risk Factors” in the Annual Report on Form 10-K filed by the Company with the
Securities and Exchange Commission (the “SEC”) on March 1, 2023 and in its other
filings made from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation and does not intend to update or revise
these forward-looking statements, whether as a result of new information, future
events, or otherwise, except as required by law.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.       Description

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

10.2          Employment Agreement dated March 13, 2023, by and between Advantage
            Solutions Inc. and Christopher Growe.

99.1          Press Release issued by Advantage Solutions Inc. dated March 14,
            2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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