ADVANTAGE SOLUTIONS INC CLASS A (ADV)
Sector: Communication
2026 Annual Meeting Analysis
ADVANTAGE SOLUTIONS INC CLASS A · Meeting: May 27, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Class III Directors
Han has served since October 2020 and the 3-year TSR trigger does not apply — ADV outperformed the compensation peer group median by +48.8 percentage points over three years (peer median -34.3% vs ADV +14.5%), well above the 35-percentage-point threshold required to trigger a No vote; no overboarding, attendance, or independence concerns identified.
Levyn joined in October 2023, which is within 24 months of the 2026 annual meeting, so he is exempt from the TSR trigger under the new-director exemption; no other policy flags apply.
Peacock joined as CEO and director in February 2023; the 3-year TSR trigger does not apply because ADV outperformed its compensation peer group median by +48.8 percentage points over three years, clearing the 35-percentage-point threshold; no overboarding or attendance concerns identified.
West has served since May 2019 and the 3-year TSR trigger does not apply — ADV outperformed the compensation peer group median by +48.8 percentage points over three years, well above the 35-percentage-point underperformance threshold required to trigger a No vote; no overboarding, attendance, or independence concerns identified.
All four Class III director nominees receive a FOR vote. The primary TSR test uses the company's disclosed compensation peer group (19 peers), where ADV's 3-year return of +14.5% outperformed the peer median of -34.3% by +48.8 percentage points — comfortably above the 35-percentage-point threshold needed to trigger a No vote for low-positive absolute TSR. Adam Levyn is additionally protected by the 24-month new-director exemption. No overboarding, material attendance failures, or independence concerns were identified for any nominee.
Say on Pay
✓ FORCEO
David Peacock
Total Comp
$5,600,280
Prior Support
91.4%%
CEO David Peacock received total compensation of $5,600,280 for 2025, which is reasonable for a CEO at a ~$500M market-cap company in the business services / consumer sector; prior Say on Pay support was 91.4% at the 2025 annual meeting, indicating strong shareholder satisfaction. The pay program shows meaningful performance alignment: the annual cash bonus paid out at 0% of target for 2025 because the company missed its financial performance threshold, and the 2025 performance stock awards also scored 0% on both ACE and Adjusted EBITDA Margin metrics for the year, meaning executives did not receive above-benchmark incentive pay during a year of underperformance. The compensation structure includes a meaningful clawback policy, robust share ownership guidelines, and a mix of performance stock awards, time-based restricted stock units, and stock options that keeps a substantial portion of pay variable and tied to long-term outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$6,508,000
Non-Audit Fees
$1,332,200
Non-audit fees (audit-related fees of $55,000 plus tax fees of $1,275,200 plus other fees of $2,000, totaling approximately $1,332,200) represent about 20.5% of audit fees of $6,508,000, well below the 50% threshold that would trigger a No vote; PwC is a Big 4 firm appropriate for a company of this size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, and no material financial restatements were identified.
Actual Vote Results
Meeting held March 16, 2026
Other Proposals
Proposal 1
Approve amendments to the Company's Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's Class A common stock at a ratio ranging from 1-for-10 to 1-for-25, inclusive, and reduce the number of authorized shares of Common Stock and preferred stock
Proposal 2
Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve Proposal 1
Overall Assessment
The 2026 Advantage Solutions annual meeting presents three standard proposals: election of four Class III directors, ratification of PwC as auditor, and an advisory vote on executive pay. All three proposals receive a FOR vote — the director TSR trigger does not fire because ADV significantly outperformed its compensation peer group over three years, the auditor fee structure is clean with non-audit fees well below the 50% threshold, and the CEO pay program demonstrates genuine pay-for-performance alignment with zero annual bonus and zero short-term incentive payout in a year the company missed its financial targets.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing