Advantage Solutions (ADV) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 27, 2026, with voting available online, by phone, or mail.

• Four Class III directors are nominated for election, and shareholders will vote on auditor ratification and executive compensation.

• Karman Topco L.P. holds a majority voting stake and intends to vote in line with board recommendations.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class III directors, ratifying PricewaterhouseCoopers LLP as auditor for 2026, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted by specified deadlines.

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, each with defined responsibilities and independent members.

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

• Annual board and committee self-assessments are conducted.