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Advantage Solutions Inc. – ‘10-K’ for 12/31/23 – ‘EX-10.5(D)’

On:  Friday, 3/1/24, at 4:06pm ET   ·   For:  12/31/23   ·   Accession #:  950170-24-23841   ·   File #:  1-38990

Previous ‘10-K’:  ‘10-K’ on 3/1/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   16 References:   

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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

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

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-10.5(D)’   —   Material Contract


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  EX-10.5(d)  

Advantage Solutions Inc.

Non-Employee Director Compensation Policy February 27, 2024

 

Non-employee members of the board of directors (the “Board”) of Advantage Solutions Inc. (the “Company”), other than those members listed on Exhibit A, shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy, as amended by the Board from time to time (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (unless such member is listed on Exhibit A) (each, a “Non-Employee Director”) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy, including any amendment hereto shall become effective on the date (the “Effective Date”) of its adoption or amendment by the Board and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy, including without limitation Exhibit A, may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors and between any subsidiary of the Company and any of its non-employee directors.

1.
Cash Compensation.
(a)
Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $100,000 for service on the Board.
(b)
Additional Annual Retainers. In addition, a Non-Employee Director shall receive the following annual retainers:
(i)
Audit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $20,000 for such service.
(ii)
Compensation Committee. A Non-Employee Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $17,500 for such service.
(iii)
Nominating and Corporate Governance Committee. A Non-Employee Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $17,500 for such service.
(c)
Payment of Retainers. The annual retainers described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section 1(b), for an entire calendar quarter, such Non-Employee Director shall receive a prorated portion of the retainer(s) otherwise payable to such Non-Employee Director for such calendar quarter pursuant to Sections 1(a) and 1(b), with such prorated portion determined by multiplying such otherwise payable retainer(s) by a fraction, the numerator of which is the number of days during which the Non-Employee Director serves as a Non-Employee Director or in the applicable positions described in Section 1(b) during the applicable calendar quarter and the denominator of which is the number of days in the applicable calendar quarter.
2.
Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2020 Incentive Award Plan or any other applicable Company equity incentive

1


plan then-maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”) and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all equity grants hereunder are subject in all respects to the terms of the Equity Plan.
(a)
Annual Awards. Each Non-Employee Director who (i) serves on the Board as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) after the Effective Date and (ii) will continue to serve as a Non-Employee Director immediately following such Annual Meeting shall be automatically granted, on the date of such Annual Meeting, an award of restricted stock units that have an aggregate fair value on the date of grant of $175,000 (as determined in accordance with ASC 718 and subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(a) shall be referred to as the Annual Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an Annual Meeting shall receive only an Annual Award in connection with such election, and shall not receive any Initial Award on the date of such Annual Meeting as well.
(b)
Initial Awards. Except as otherwise determined by the Board or as waived by a member, each Non-Employee Director who is initially elected or appointed to the Board on or after October 28, 2020 or on any date other than the date of an Annual Meeting shall be automatically granted, on the date of such Non-Employee Director’s initial election or appointment (such Non-Employee Director’s “Start Date”), an award of restricted stock units that have an aggregate fair value on such Non-Employee Director’s Start Date equal to the product of (i) $175,000 (as determined in accordance with ASC 718) and

2


 

(ii) a fraction, the numerator of which is (x) 365 minus (y) the number of days in the period beginning on the date of the Annual Meeting immediately preceding such Non-Employee Director’s Start Date (or, in the case of the initial grant occurring in the months immediately following October 28, 2020 the number of days shall equal 216 (representing the period from October 28 to June 1 in a calendar year)) and ending on such Non-Employee Director’s Start Date and the denominator of which is 365 (with the number of shares of common stock underlying each such award subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(b) shall be referred to as “Initial Awards.” For the avoidance of doubt, no Non-Employee Director shall be granted more than one Initial Award.

(c)
Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Award pursuant to Section 2(b) above, but to the extent that they are otherwise eligible, will be eligible to receive, after termination from employment with the Company and any parent or subsidiary of the Company, Annual Awards as described in Section 2(a) above.
(d)
Vesting of Awards Granted to Non-Employee Directors. Each Annual Award and Initial Award shall vest on the earlier of (i) the day immediately preceding the date of the first Annual Meeting following the date of grant and (ii) the first anniversary of the date of grant, subject to the Non- Employee Director continuing in service on the Board through the applicable vesting date. No portion of an Annual Award or Initial Award that is unvested at the time of a Non-Employee Director’s termination of service on the Board shall become vested thereafter. All of a Non-Employee Director’s Annual Awards and Initial Awards shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

2



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/1/24
2/27/244
For Period end:12/31/23
10/28/2025-NSE,  3,  4,  8-K,  8-K/A,  DEFA14A
 List all Filings 


16 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/04/23  Advantage Solutions Inc.          10-Q        6/30/23   76:18M                                    Donnelley … Solutions/FA
 4/03/23  Advantage Solutions Inc.          8-K:5,7,9   3/28/23   13:692K                                   Donnelley … Solutions/FA
 3/14/23  Advantage Solutions Inc.          8-K:5,7,9   3/13/23   14:670K                                   Donnelley … Solutions/FA
 3/01/23  Advantage Solutions Inc.          10-K       12/31/22  120:25M                                    Donnelley … Solutions/FA
 1/18/23  Advantage Solutions Inc.          8-K:5,7,9   1/16/23   14:434K                                   Donnelley … Solutions/FA
12/06/22  Advantage Solutions Inc.          8-K:1,2,7,912/02/22   13:5.8M                                   Shearman & Sterling LLP
10/04/22  Advantage Solutions Inc.          8-K:5,9     9/30/22   12:387K                                   Shearman & Sterling LLP
 3/01/22  Advantage Solutions Inc.          8-K:2,5,7,9 3/01/22   17:2.5M                                   Shearman & Sterling LLP
10/29/21  Advantage Solutions Inc.          8-K:1,2,9  10/28/21   13:2.2M                                   Shearman & Sterling LLP
 5/28/21  Advantage Solutions Inc.          8-K:5,9     5/26/21   12:355K                                   Shearman & Sterling LLP
 4/19/21  Advantage Solutions Inc.          8-K:5,8,9   4/13/21   12:439K                                   Shearman & Sterling LLP
 3/16/21  Advantage Solutions Inc.          10-K       12/31/20  113:12M                                    Donnelley … Solutions/FA
 1/06/21  Advantage Solutions Inc.          8-K:5,8,9   1/04/21   15:475K                                   Shearman & Sterling LLP
11/03/20  Advantage Solutions Inc.          8-K:1,2,3,510/28/20   28:6.9M                                   Donnelley … Solutions/FA
 9/08/20  Advantage Solutions Inc.          8-K:1,3,7,9 9/08/20   10:10M                                    Donnelley … Solutions/FA
 7/23/19  Advantage Solutions Inc.          8-K:1,3,5,9 7/17/19    9:960K                                   EdgarAgents LLC/FA
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