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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/24 Advantage Solutions Inc. 10-K 12/31/23 123:21M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.30M
2: EX-10.12 Material Contract HTML 204K
3: EX-10.14 Material Contract HTML 121K
4: EX-10.5(D) Material Contract HTML 47K
5: EX-21.1 Subsidiaries List HTML 45K
6: EX-23.1 Consent of Expert or Counsel HTML 35K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 54K
Awarded Compensation
12: EX-97.1 PDF Courtesy Copy -- adv-ex97_1 PDF 880K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 37K
14: R1 Cover Page HTML 112K
15: R2 Consolidated Balance Sheets HTML 169K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 56K
17: R4 Consolidated Statements of Operations and HTML 135K
Comprehensive (Loss) Income
18: R5 Consolidated Statements of Stockholders' Equity HTML 131K
19: R6 Consolidated Statements of Cash Flows HTML 170K
20: R7 Pay vs Performance Disclosure HTML 47K
21: R8 Insider Trading Arrangements HTML 40K
22: R9 Organization and Significant Accounting Policies HTML 197K
23: R10 Acquisitions, Divestitures and Deconsolidation HTML 155K
24: R11 Goodwill and Intangible Assets HTML 190K
25: R12 Prepaid Expenses and Other Assets HTML 78K
26: R13 Property and Equipment HTML 60K
27: R14 Other Liabilities HTML 113K
28: R15 Debt HTML 124K
29: R16 Leases HTML 93K
30: R17 Fair Value of Financial Instruments HTML 143K
31: R18 Investments in Unconsolidated Subsidiaries HTML 50K
32: R19 Stock-Based Compensation and Other Benefit Plans HTML 197K
33: R20 Equity HTML 61K
34: R21 Earnings Per Share HTML 101K
35: R22 Related Parties HTML 49K
36: R23 Income Taxes HTML 228K
37: R24 Segments and Geographic Information HTML 114K
38: R25 Redeemable Noncontrolling Interests HTML 58K
39: R26 Commitments and Contingencies HTML 45K
40: R27 Subsequent Events HTML 39K
41: R28 Schedule I - Condensed Parent Only Financial HTML 158K
Information of Advantage Solutions Inc.
42: R29 Organization and Significant Accounting Policies HTML 250K
(Policies)
43: R30 Organization and Significant Accounting Policies HTML 88K
(Tables)
44: R31 Acquisitions, Divestitures and Deconsolidation HTML 142K
(Tables)
45: R32 Goodwill and Intangible Assets (Tables) HTML 187K
46: R33 Prepaid Expenses and Other Assets (Tables) HTML 79K
47: R34 Property and Equipment (Tables) HTML 57K
48: R35 Other Liabilities (Tables) HTML 107K
49: R36 Debt (Tables) HTML 68K
50: R37 Leases (Tables) HTML 91K
51: R38 Fair Value of Financial Instruments (Tables) HTML 133K
52: R39 Earnings Per Share (Tables) HTML 95K
53: R40 Stock-Based Compensation and Other Benefit Plans HTML 165K
(Tables)
54: R41 Income Tax (Tables) HTML 224K
55: R42 Segments and Geographic Information (Tables) HTML 109K
56: R43 Redeemable Noncontrolling Interests (Tables) HTML 53K
57: R44 Organization and Significant Accounting Policies - HTML 136K
Additional Information (Details)
58: R45 Organization and Significant Accounting Policies - HTML 44K
Cash And Cash Equivalents (Details)
59: R46 Organization and Significant Accounting Policies - HTML 50K
Property Plant And Equipment Useful Lives
(Details)
60: R47 Organization and Significant Accounting Policies - HTML 36K
Property Plant And Equipment Useful Lives
(Parenthetical) (Details)
61: R48 Organization and Significant Accounting Policies - HTML 55K
Disaggregation Of Revenue (Details)
62: R49 Organization and Significant Accounting Policies - HTML 42K
Uncertain Tax Positions (Details)
63: R50 Acquisitions, Divestitures and Deconsolidation - HTML 82K
Schedule of Disposal Group's Assets and
Liabilities (Details)
64: R51 Acquisitions, Divestitures and Deconsolidation - HTML 106K
Schedule of Fair Values of Identifiable Assets and
Liabilities of Acquisitions (Details)
65: R52 Acquisitions, Divestitures and Deconsolidation - HTML 113K
Additional Information (Details)
66: R53 Goodwill and Intangible Assets - Additional HTML 61K
Information (Details)
67: R54 Goodwill and Intangible Assets - Schedule of HTML 80K
changes in goodwill (Details)
68: R55 Goodwill and Intangible Assets - Schedule of HTML 68K
intangible assets (Details)
69: R56 Goodwill and Intangible Assets - Schedule of HTML 50K
estimated future amortization expenses (Details)
70: R57 Prepaid Expenses and Other Assets - Schedule of HTML 53K
prepaid and other current assets (Details)
71: R58 Prepaid Expenses and Other Assets - Schedule of HTML 47K
other Noncurrent assets (Details)
72: R59 Property and Equipment - Schedule of property and HTML 52K
equipment (Details)
73: R60 Property and Equipment - Additional Information HTML 36K
(Details)
74: R61 Other Liabilities - Schedule of Other Accrued HTML 61K
Expenses (Details)
75: R62 Other Liabilities - Schedule of Other Long Term HTML 44K
Liabilities (Details)
76: R63 Other Liabilities - Additional Information HTML 69K
(Details)
77: R64 Other Liabilities - Summary of the Changes in the HTML 44K
Carrying Value of the Contingent Consideration
Liabilities (Details)
78: R65 Debt - Summary of Long term Debt, Net of Current HTML 49K
Portion (Details)
79: R66 Debt - Senior Secured Notes (Details) HTML 104K
80: R67 Debt - Senior Secured Credit Facilities (Details) HTML 50K
81: R68 Debt - Revolving Credit Facility (Details) HTML 95K
82: R69 Debt - Term Loan Facility (Details) HTML 84K
83: R70 Debt - Government Loans for COVID-19 Relief HTML 68K
(Details)
84: R71 Debt - Summary of Future Minimum Principal HTML 55K
Payments on Long-term Debt (Details)
85: R72 Leases - Additional Information (Details) HTML 39K
86: R73 Leases - Schedule of Present Value of Lease HTML 56K
Payments for Remaining Lease Term (Details)
87: R74 Leases - Schedule of Maturities of lease HTML 53K
liabilities (Details)
88: R75 Fair Value of Financial Instruments - Summary of HTML 66K
Financial Assets and Liabilities Measured on
Recurring Basis (Details)
89: R76 Fair Value of Financial Instruments - Additional HTML 59K
Information (Details)
90: R77 Fair Value of Financial Instruments - Summary of HTML 54K
Financial Liabilities Measured on Recurring Basis
(Details)
91: R78 Investments in Unconsolidated Subsidiaries - HTML 90K
Additional Information (Details)
92: R79 Stock-Based Compensation and Other Benefit Plans - HTML 145K
Additional Information (Details)
93: R80 Stock-Based Compensation and Other Benefit Plans - HTML 55K
Schedule of stock-based compensation expense and
equity-based compensation expense (Details)
94: R81 Stock-Based Compensation and Other Benefit Plans - HTML 54K
Summary of Performance restricted Stock Units
(Details)
95: R82 Stock-Based Compensation and Other Benefit Plans - HTML 69K
Summary of PSU Activity (Details)
96: R83 Stock-Based Compensation and Other Benefit Plans - HTML 79K
Summary Of Stock Option Plan Activity (Details)
97: R84 Stock-Based Compensation and Other Benefit Plans - HTML 42K
Share-based Compensation, Activity (Details)
98: R85 Stock-Based Compensation and Other Benefit Plans - HTML 53K
Schedule of Assumptions Used To Determine Fair
Value (Details)
99: R86 Equity - Additional Information (Details) HTML 121K
100: R87 Earnings Per Share - Summary of Reconciliation of HTML 74K
Basic and Diluted Net Earnings (loss) Per Common
Share (Details)
101: R88 Earnings Per Share - Additional Information HTML 48K
(Details)
102: R89 Related Parties - Additional Information (Details) HTML 85K
103: R90 Income Tax - Schedule of Components of (Benefit HTML 63K
from) Provision for Income Taxes (Details)
104: R91 Income Tax - Schedule of Geographic Components of HTML 41K
Income (loss) Before Income Taxes (Details)
105: R92 Income Tax - Schedule of Net Deferred Tax HTML 85K
Liabilities (Details)
106: R93 Income Tax - Schedule of Uncertain Tax Positions HTML 41K
(Details)
107: R94 Income Tax - Additional Information (Details) HTML 68K
108: R95 Segments and Geographic Information - Summary Of HTML 55K
Revenue And Operating Income (Details)
109: R96 Segments and Geographic Information - Summary of HTML 50K
Revenues and Long-lived Assets by Services
Provided in Geographic Region (Details)
110: R97 Segments and Geographic Information - Additional HTML 47K
Information (Details)
111: R98 Redeemable Noncontrolling Interests - Additional HTML 55K
Information (Details)
112: R99 Redeemable Noncontrolling Interests - Summary Of HTML 49K
Redeemable Noncontrolling Interest (Details)
113: R100 Commitments and Contingencies - Additional HTML 40K
Information (Details)
114: R101 Subsequent Events - Additional Information HTML 47K
(Details)
115: R102 Schedule I - Condensed Parent Only Financial HTML 92K
Information - Condensed Balance Sheets (Details)
116: R103 Schedule I - Condensed Parent Only Financial HTML 48K
Information - Condensed Balance Sheets
(Parenthetical) (Details)
117: R104 Schedule I - Condensed Parent Only Financial HTML 119K
Information - Condensed Statements of Operations
(Details)
118: R105 Schedule I - Condensed Parent Only Financial HTML 48K
Information - Additional Information (Details)
120: XML IDEA XML File -- Filing Summary XML 231K
123: XML XBRL Instance -- adv-20231231_htm XML 4.58M
119: EXCEL IDEA Workbook of Financial Report Info XLSX 276K
13: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 7.93M
Linkbases Document -- adv-20231231
121: JSON XBRL Instance as JSON Data -- MetaLinks 912± 1.50M
122: ZIP XBRL Zipped Folder -- 0000950170-24-023841-xbrl Zip 1.05M
| EX-97.1 |
ADVANTAGE SOLUTIONS INC.
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Advantage Solutions Inc. (the "Company") has adopted 
Policy for Recovery of Erroneously Awarded Compensation (the "Policy"), effective October 2, 2023 (the "Effective Date"). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
This Policy shall apply to current and former Covered Executives. Any application of this Policy to a Covered Executive that is not an Officer shall apply in the manner determined by the Committee in its sole discretion.
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is "received" shall be determined under the Applicable 
, which generally provide that Incentive-Based Compensation is "received" in the Company's fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Covered Executive engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person's right to voluntarily terminate employment for "good reason," or due to a "constructive termination" (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset
of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements (including the Prior Policy (as defined below)), the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the" Board
may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the "Committee" shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final,
conclusive and binding on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person's potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan,
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equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the "Recovery Arrangements"). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.
Notwithstanding the preceding paragraph of this Section 8, from and after the Effective Date, this Policy shall supersede and replace the Company's Recoupment Policy, originally adopted by the Company on February 23, 2022 (the "Prior Policy") with respect to Erroneously Awarded Compensation received by a current or former Covered Executive from and after the Effective Date; provided that the Prior Policy shall continue to apply with respect to compensation received prior to the Effective Date by any Covered Executives in accordance with its terms and conditions to the extent such compensation is not Erroneously Awarded Compensation subject to this Policy. For the avoidance of doubt, the Prior Policy is hereby amended to be consistent with this paragraph.
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
"Applicable Rules" 
Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Companyy's securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company's securities are listed.
"Committee" committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.
"Covered Executive" means (i) each officer and (ii) each other individual serving as a senior executive of the Company directly reporting to the Chief Executive Officer of the Company and identified by the Committee as subject to this Policy.
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"Erroneously Awarded Compensation" means the amount of Incentive-Based Compensation received by a current or former Covered Executive that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Covered Executive based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Financial Reporting Measure" means any measure determined and presented in accordance with the accounting principles used in preparing the Company's financial statements and any measures derived wholly or in part from such measures, including GAAP, IFRS and non- GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.
"GAAP" means United States generally accepted accounting principles.
"IFRS" means international financial reporting standards as adopted by the International Accounting Standards Board.
"Impracticable" 
(a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company has
(i) made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company's home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
"Incentive-Based Compensation" means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as a Covered Executive; (b) who served as a Covered Executive at any time during the performance period for that compensation; (c) while the Company has a class of securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
"Officer" serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.
"Restatement" means an accounting restatement to correct the Company's material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
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"Three-Year Period" means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The "Three-Year Period" also includes any transition period (that results from a change in the Company's fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/1/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| 2/23/22 | ||||
| List all Filings | ||||