Filing Summary
Business Context and Reporting Period
Advantage Solutions Inc. filed this Form 8-K on March 18, 2022, under Item 5.02. The filing reports changes to the company’s board of directors and does not present financial results for a reporting period.
Board Changes
- Ryan Cotton resigned from the board and its Nominating and Corporate Governance Committee effective March 18, 2022.
- The company stated that Mr. Cotton’s resignation was not due to any disagreement with the company regarding operations, policies, or practices.
- Adam Nebesar was appointed as a Class II director to fill the vacancy, serving until the 2022 annual meeting of stockholders or his earlier resignation, retirement, or removal.
- Mr. Nebesar was also appointed to the Nominating and Corporate Governance Committee.
- Mr. Nebesar is a Managing Director at Bain Capital Private Equity and was appointed pursuant to the company’s Amended and Restated Stockholders Agreement, which provides for Bain Capital’s director-nomination rights subject to specified equity ownership levels.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other financial metrics.
Compensation, Related Parties, and Other Matters
- Because Mr. Nebesar is a non-employee director affiliated with Bain Capital, he will not receive the company’s standard non-employee director compensation package.
- The filing states that there were no transactions since the beginning of the last fiscal year, or currently proposed transactions, involving Mr. Nebesar and the company exceeding $120,000 in which he had or will have a direct or indirect material interest.
Investor Verification Items
- Verify the effect of the board transition on committee composition and governance oversight.
- Review the Amended and Restated Stockholders Agreement for Bain Capital’s nomination rights and applicable ownership thresholds.
- Confirm the final board composition following the 2022 annual meeting of stockholders.
- Consult the company’s periodic financial filings for financial performance, liquidity, leverage, outlook, and risk information, which are not included in this Form 8-K.