Advantage Solutions (ADV) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 28, 2025, with voting available online, by phone, or mail.

• Key items for shareholder vote include election of five Class II directors, ratification of PwC as auditor, and an advisory vote on executive compensation.

• Karman Topco L.P. holds 55.6% of voting power and intends to vote in line with board recommendations, ensuring a quorum and likely passage of proposals.

Voting matters and shareholder proposals

• Shareholders will vote on electing five Class II directors, ratifying PwC as auditor for 2025, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals and nominees.

• Shareholder proposals and director nominations for the 2026 meeting must be submitted between January 28 and February 27, 2026.

Board of directors and corporate governance

• The board consists of 14 directors divided into three classes with staggered three-year terms.

• Board committees include Audit, Human Capital, and Nominating and Corporate Governance, all with independent directors.

• Controlled company status exempts the company from certain NASDAQ governance requirements.

• Board and committees conduct annual self-assessments and maintain a code of ethics.