ADV 8-K
Advantage Solutions Inc. (ADV)
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
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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):
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Young Transition Agreement
Effective as of August 18, 2025, Andrea Young, previously a named executive officer of Advantage Solutions Inc. (the “Company”), entered into a transition agreement (the “Transition Agreement”) with a subsidiary of the Company. The Transition Agreement provides that (i) effective August 18, 2025, Ms. Young’s salary would be reduced from $525,000 per year to $60,000, (ii) Ms. Young will continue to serve such subsidiary in a non-executive employment capacity through August 15, 2026, or such earlier date as set forth in the Transition Agreement (the “Transition Date”), and (iii) effective as of the Transition Date, Ms. Young will cease to be an employee of such subsidiary of the Company. Pursuant to the Transition Agreement, Ms. Young will be entitled to receive the following severance benefits: (i) cash severance equal to $525,000, payable over the 12-month period following the Transition Date, (ii) 18 months of continued health insurance coverage, with Ms. Young only having to pay the active employee rate, and (iii) with respect to Ms. Young’s outstanding equity awards, (A) continued vesting of her outstanding equity awards in accordance with their existing vesting schedules through the Transition Date, (B) following the Transition Date, continued vesting of certain restricted stock units and performance restricted stock units that are scheduled to vest in October 2026, and (C) following the Transition Date, continued vesting of her outstanding stock options that are scheduled to vest in April 2027 and April 2028 (and the exercise period of the stock options has been extended to three years from the Transition Date). The Transition Agreement further provides that Ms. Young’s heirs and estate are entitled to the severance benefits if Ms. Young dies prior to the Transition Date. Ms. Young’s receipt of her severance benefits is subject to and conditioned upon her execution and non-revocation of the Transition Agreement, including a release, and her continued compliance with any restrictive covenants.
The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
Description |
10.1# |
Transition Agreement, dated August 18, 2025, by and between Andrea Young and Club Demonstration Services, Inc. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
# Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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.
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August 22, 2025 |
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ADVANTAGE SOLUTIONS INC. |
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By: |
/s/ Christopher Growe |
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Christopher Growe |
TRANSITION AGREEMENT
This Transition Agreement (“Agreement”) is entered into as of August 18, 2025 (the “Effective Date”), by and between Andrea Young, an individual (“Employee”), on the one hand, and Club Demonstration Services, Inc., a Connecticut corporation (the “Company"), on the other hand.
WHEREAS, the Company desires to continue to employ Employee, and Employee desires to continue employment with the Company, through the end of the Term (as defined below), pursuant to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the promises and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows:
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A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
YOU MAY NOT MAKE ANY CHANGES TO THIS AGREEMENT. BEFORE SIGNING THIS AGREEMENT, READ IT CAREFULLY. THE COMPANY ADVISES YOU TO DISCUSS THIS AGREEMENT WITH YOUR ATTORNEY. YOU HAVE 21 DAYS FOLLOWING THE DATE ON WHICH YOU RECEIVED THIS AGREEMENT TO CONSIDER IT AND DELIVER A SIGNED COPY OF IT TO CHIEF LEGAL OFFICER C/O ADVANTAGE SOLUTIONS AT 15310 BARRANCA PKWY #100, IRVINE, CA 92618, ALTHOUGH YOU ARE FREE TO SIGN AND DELIVER IT ANYTIME WITHIN THAT PERIOD. BY SIGNING IT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS.
YOU MAY RESCIND THIS AGREEMENT. TO DO SO, YOU MUST DELIVER A WRITTEN NOTICE THAT YOU ARE RESCINDING TO CHIEF LEGAL OFFICER C/O ADVANTAGE SOLUTIONS AT 15310 BARRANCA PKWY #100, IRVINE, CA 92618 BEFORE 7 DAYS EXPIRE FROM THE TIME YOU SIGNED IT. IF YOU RESCIND THIS AGREEMENT, IT WILL NOT GO INTO EFFECT AND YOU WILL NOT RECEIVE THE BENEFITS DESCRIBED IN IT THAT ARE CONTINGENT ON YOUR ENTERING INTO AND NOT RESCINDING THIS AGREEMENT.
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EMPLOYEE:
Date: 8/18/2025_______ /s/ Andrea Young
Andrea Young
Club Demonstration Services, Inc.
Date: 8/19/2025_______ /s/ Pamela Morris-Thornton
Pamela Morris-Thornton
Chief Human Resources Officer
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