Advantage Solutions Inc.
For the period ended Mar 16, 2026. Filed Feb 13, 2026.
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Mar 16, 2026 · Filed Feb 13, 2026
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DEF 14A 1 d57044ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**(RULE 14a-101) **
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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ADVANTAGE SOLUTIONS INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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February 13, 2026
Dear Fellow Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend a special meeting of stockholders of Advantage Solutions Inc. (the “Special Meeting”), which will be held on March 16, 2026, beginning at 9:00 a.m. Central Time. The Special Meeting will be held in a virtual meeting format only. You will be able to attend the meeting and vote via the Internet by visiting www.proxydocs.com/ADV and entering the control number included on your proxy card. You will not be able to attend the virtual Special Meeting physically in person.
Attached to this letter are a Notice of Special Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting.
Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the Special Meeting via the Internet. Please vote electronically over the Internet, by telephone or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the Special Meeting. Instructions on how to vote while participating at the meeting live via the Internet are posted at www.proxydocs.com/ADV.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
David Peacock
Chief Executive Officer and Director
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
| Date and Time: | March 16, 2026 at 9:00 a.m. Central Time. |
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| Place: | The Special Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. You will be able to attend the Special Meeting and vote on the day of the meeting via the Internet by visiting www.proxydocs.com/ADV and entering the control number included on your proxy card. |
| Items of Business: | • to approve amendments to our Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of our Class A common stock, par value $0.0001 per share (the “Common Stock”), at a ratio ranging from any whole number between 1-for-10 and 1-for-25, inclusive, with such ratio to be determined at the discretion of our Board of Directors (the “Board”) and reduce the number of authorized shares of Common Stock and unissued authorized shares of our preferred stock, no par value (the “Preferred Stock”), subject to the Board’s authority to determine when to file the amendment and to abandon the other amendments notwithstanding prior stockholder approval of such amendments; and |
| • to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. | |
| Record Date: | The board of directors set February 6, 2026 as the record date for the Special Meeting (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. |
| Voting: | YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Special Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Special Meeting by following the instructions in the proxy statement. |
This Notice of Special Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about February 17, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting:
This Proxy Statement is available free of charge at ir.youradv.com/overview.
By order of the board of directors,
Bryce Robinson* *
Chief Legal Officer and Corporate Secretary
February 13, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.