Advantage Solutions (ADV) Proxy Filing summary

Executive summary

• Special meeting scheduled for March 16, 2026, to be held virtually for all shareholders.

• Shareholders will vote on a reverse stock split and potential adjournment to solicit more proxies if needed.

• Board recommends voting in favor of both proposals to maintain Nasdaq listing and facilitate future capital raising.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a reverse stock split of Class A common stock at a ratio between 1-for-10 and 1-for-25, with the exact ratio to be determined by the Board.

• Proposal 1 also includes reducing authorized shares of common and preferred stock.

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if there are insufficient votes for Proposal 1.

• Only business specified in the notice will be conducted at the special meeting.

• Board recommends voting FOR both proposals.

Board of directors and corporate governance

• Board retains discretion to determine the reverse split ratio and timing, or to abandon the amendments even after shareholder approval.

• Board considered market conditions, trading price, and Nasdaq compliance in its recommendation.

• Board members and executive officers collectively own 9.4% of outstanding shares as of February 6, 2026.