Advantage Solutions (ADV) Proxy Filing summary

Executive summary

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

• Main agenda: approval of a reverse stock split and reduction of authorized shares, 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.

• Forward-looking statements highlight risks and uncertainties, especially regarding Nasdaq compliance and capital market access.

Voting matters and shareholder proposals

• Proposal 1: Amend Certificate of Incorporation to effect a reverse stock split (ratio between 1-for-10 and 1-for-25) and reduce authorized shares of common and preferred stock.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

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

• Board recommends voting FOR both proposals.

• Stockholder proposals for the 2026 annual meeting must be submitted by December 30, 2025, to be included in proxy materials.

Board of directors and corporate governance

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

• Board will consider market conditions, trading price, and Nasdaq requirements in its decision.

• Board has authority to issue preferred stock with rights senior to common stock without further stockholder vote.

• Stockholder nominations for directors at the 2026 annual meeting must be submitted between January 28 and February 27, 2026.