Current Report Filing (8-k)
29 May 2021 - 6:20AM
Edgar (US Regulatory)
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2021-05-26
2021-05-26
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2021-05-26
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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 26, 2021
_________________________
Advantage
Solutions Inc.
(Exact
name of registrant as specified in its charter)
_________________________
|
Delaware
|
001-38990
|
83-4629508
|
|
(State
or other jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
|
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
|
|
|
18100
Von Karman Avenue, Suite 1000
|
|
|
|
Irvine,
CA
|
|
92612
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (949) 797-2900
Not
Applicable
(Former
name or former 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))
|
|
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
|
The NASDAQ Stock Market LLC
|
|
Warrants to purchase Class
A common stock
|
ADVWW
|
The NASDAQ Stock Market LLC
|
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 26, 2021, Advantage Solutions Inc. (the “Company”) held its annual stockholders meeting, and the following proposals
were voted on by the Company’s stockholders, as set forth below:
|
Proposal 1:
|
|
Election
of Directors.
|
|
|
For
|
Withheld
|
Broker
Non-Vote
|
|
Ronald
E. Blaylock
|
269,369,314.43
|
4,704,858
|
662,758
|
|
Cameron
Breitner
|
251,629,690.43
|
22,444,482
|
662,758
|
|
Virginie
Costa
|
272,249,559.43
|
1,824,613
|
662,758
|
|
Timothy
J. Flynn
|
252,104,434.43
|
21,969,738
|
662,758
|
|
Brian
K. Ratzan
|
252,115,456.43
|
21,958,716
|
662,758
|
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, 2021.
|
For
|
Against
|
Abstain
|
|
274,690,038.43
|
1,476
|
45,416
|
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 of the Third Amended and Restated Certificate of Incorporation.
|
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
|
274,027,929.43
|
823.00
|
45,420
|
662,758
|
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
4: Approval, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of the Company’s named
executive officers.
|
One
Year
|
Two
Years
|
Three
Years
|
Abstain
|
Broker
Non-Vote
|
|
274,021,351.43
|
5,340
|
1,573
|
45,908
|
662,758
|
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
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 hereunto duly authorized.
Dated:
May 28, 2021
|
|
ADVANTAGE
SOLUTIONS INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Brian Stevens
|
|
|
Name:
|
Brian
Stevens
|
|
|
Title:
|
Chief
Financial Officer and Chief Operating Officer
|
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