Shareholders back directors, auditor and pay at Advantage Solutions (NASDAQ: ADV)

Rhea-AI Filing Summary

Advantage Solutions Inc. held its 2026 annual stockholders meeting, where shareholders elected four directors, ratified the independent auditor, and approved executive pay on an advisory basis. A strong turnout was recorded, with 11,636,123 Class A shares voting, or about 88.7% of the 13,123,995 shares outstanding as of the April 13, 2026 record date.

All four director nominees received more votes for than withheld. Shareholders also approved the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026 by 11,575,257 votes for, and supported the company’s named executive officer compensation with 10,705,180 votes for.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 13,123,995 shares Shares represented: 11,636,123 shares Tiffany Han director votes: 10,683,936 for; 174,379 withheld +5 more

8 metrics

Shares outstanding 13,123,995 shares Class A common stock outstanding as of April 13, 2026 record date

Shares represented 11,636,123 shares Shares present in person or by proxy at 2026 annual meeting (about 88.7% of outstanding)

Tiffany Han director votes 10,683,936 for; 174,379 withheld Election of director Tiffany Han at 2026 annual meeting; 777,808 broker non-votes

Adam Levyn director votes 10,609,611 for; 248,704 withheld Election of director Adam Levyn at 2026 annual meeting; 777,808 broker non-votes

David Peacock director votes 10,751,244 for; 107,071 withheld Election of director David Peacock at 2026 annual meeting; 777,808 broker non-votes

David J. West director votes 10,713,733 for; 144,582 withheld Election of director David J. West at 2026 annual meeting; 777,808 broker non-votes

Auditor ratification votes 11,575,257 for; 55,552 against; 5,314 abstain Ratification of PricewaterhouseCoopers LLP as 2026 independent auditor

Say-on-pay votes 10,705,180 for; 145,646 against Advisory approval of named executive officer compensation; 7,489 abstain, 777,808 broker non-votes

Key Terms

emerging growth company, broker non-vote, independent registered public accounting firm, advisory (non-binding) basis, +1 more

5 terms

emerging growth company regulatory

"Emerging growth company On May 27, 2026, Advantage Solutions Inc."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

broker non-vote financial

"Proposal 1: Election of Directors. [TABLE] | For | Withheld | Broker Non-Vote"

independent registered public accounting firm financial

"Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory (non-binding) basis regulatory

"Approval, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers."

record date financial

"As of the close of business on April 13, 2026, the record date for eligibility to vote"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

0001776661false00017766612026-05-272026-05-270001776661adv:ClassCommonStock0.0001ParValuePerShareMember2026-05-272026-05-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2026

Advantage Solutions Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38990	83-4629508
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7676 Forsyth Boulevard, Fifth Floor
St. Louis, Missouri				63105
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (314) 655-9333

Not Applicable

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		ADV		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 27, 2026, Advantage Solutions Inc. (the “Company”) held its 2026 annual stockholders meeting (the “Annual Meeting”) and the following three proposals were voted on by the holders of Company's Class A common stock (“Common Stock”), as set forth below. As of the close of business on April 13, 2026, the record date for eligibility to vote at the Annual Meeting, there were 13,123,995 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 11,636,123 shares of Common Stock were present in person or represented by proxy, representing approximately 88.7% of the Company's outstanding Common Stock as of the April 13, 2026 record date. Each of the proposals was described in detail in the proxy statement for the Annual Meeting. The vote totals noted below are final voting results from the Annual Meeting.

Proposal 1: Election of Directors.

	For	Withheld	Broker Non-Vote
Tiffany Han	10,683,936	174,379	777,808
Adam Levyn	10,609,611	248,704	777,808
David Peacock	10,751,244	107,071	777,808
David J. West	10,713,733	144,582	777,808

This proposal received the required affirmative vote of holders of a plurality of the votes cast and all of the foregoing candidates were elected as the Company’s directors.

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

For	Against	Abstain
11,575,257	55,552	5,314

This proposal received the affirmative vote of the holders of a majority of the shares having voting power present in person or represented by proxy at the Annual Meeting and was approved as set forth above.

Proposal 3: Approval, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Vote
10,705,180	145,646	7,489	777,808

This proposal received the affirmative vote of the holders of a majority of the shares having voting power present in person or represented by proxy at the Annual Meeting and was approved as set forth above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	Exhibit No.		Description
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	May 28, 2026		ADVANTAGE SOLUTIONS INC.
		By:	/s/ Christopher Growe
			Christopher Growe Chief Financial Officer

FAQ

What did Advantage Solutions Inc. (ADV) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing four directors, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and approving on an advisory basis the compensation of named executive officers. All three proposals received the required affirmative shareholder votes and were approved.

How many Advantage Solutions (ADV) shares were eligible and voted at the 2026 annual meeting?

As of the April 13, 2026 record date, 13,123,995 shares of Class A common stock were outstanding and entitled to vote. At the meeting, 11,636,123 shares were present in person or by proxy, representing approximately 88.7% of eligible shares.

Were all director nominees elected at Advantage Solutions’ 2026 annual meeting?

Yes. Director nominees Tiffany Han, Adam Levyn, David Peacock, and David J. West each received more votes for than withheld. They were elected under the company’s plurality voting standard based on the final vote tallies reported from the meeting.

Did Advantage Solutions (ADV) shareholders approve PricewaterhouseCoopers as 2026 auditor?

Yes. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 11,575,257 votes for, 55,552 votes against, and 5,314 abstentions reported.

How did Advantage Solutions shareholders vote on executive compensation in 2026?

On an advisory, non-binding basis, shareholders approved the compensation of the company’s named executive officers, with 10,705,180 votes for, 145,646 votes against, 7,489 abstentions, and 777,808 broker non-votes recorded on the say-on-pay proposal.

Filing Exhibits & Attachments

1 document

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