Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Jill Griffin as Chief Executive Officer and Director
On January 16, 2023, Jill Griffin informed the Board of Directors (the "Board")
of Advantage Solutions Inc. (the "Company") that she resigned as the Company's
Chief Executive Officer and as member of the Company's board of directors (the
"Board"), effective January 16, 2023.
Griffin Separation Agreement
In connection with Ms. Griffin's resignation as Chief Executive Officer of the
Company, the Company and Ms. Griffin entered into a Separation Agreement and
General Release (the "Separation Agreement"), pursuant to which Ms. Griffin's
employment terminated effective as of January 16, 2023. Pursuant to the
Separation Agreement, Ms. Griffin is eligible to receive severance benefits of
(i) continued payment of base salary for 24 months following the date of
termination, (ii) a pro-rated bonus for 2023 based on actual results for the
full year, (iii) 24 months of continued health insurance coverage at active
employee rates, (iv) pro-rated vesting of outstanding time-based equity awards
scheduled to vest on the next applicable vesting date based on the number of
days worked during the then-current vesting period and (v) pro-rated vesting of
outstanding performance-based equity awards scheduled to vest on the next
applicable vesting date based on the number of days worked during the
then-current performance period (with performance stock units ("PSUs") vesting
based on actual performance). Ms. Griffin's receipt of her severance benefits is
subject to and conditioned upon her non-revocation of the Separation Agreement
and her continued compliance with any restrictive covenants.
The foregoing description of the Separation Agreement is qualified in its
entirety by reference to the full text of the Separation Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by
reference herein.
Appointment of David Peacock as Chief Executive Officer and Director
On January 16, 2023, the Company approved the appointment of David Peacock to
succeed Ms. Griffin as the Company's Chief Executive Officer and as a member of
the Board to fill the vacancy left by Ms. Griffin's resignation as a Class III
director, in each case, effective February 1, 2023 (the "Appointment Date").
Following Mr. Peacock's appointment to the Board, he will initially serve as a
director until the Company's 2023 annual meeting of stockholders or his earlier
resignation, retirement or removal.
Mr. Peacock served as the Chief Operating Officer of Continental Grain Company,
a global investor, owner and operator of companies across the food and
agribusiness spectrum, from October 2021 until January 2023 and served as a
member of its board of directors from April 2021 to June 2022. He also served as
President and Chief Operating Officer of Schnuck Markets, Inc., a family-owned
grocery retailer, from May 2017 to October 2021 and served on its board of
directors until January 2023. Previously, Mr. Peacock served on the board for,
and was the founder and chairman of, Vitaligent, LLC, a multi-unit restaurant
franchise until the business was sold in 2022. Mr. Peacock also spent
approximately 20 years in various roles at Anheuser-Busch, a brewing company,
including serving as senior advisor from February 2012 to June 2012, president
from November 2008 to February 2012, vice president of marketing from October
2007 to November 2008, and vice president of business operations from December
2004 to September 2007. He has also served on the board of directors of
Wayne-Sanderson Farms, a privately held poultry business, since the closing of
the merger of Sanderson Farms and Wayne Farms in July 2022. Mr. Peacock has also
served as a member of the board of directors of Stifel Financial Corp. (NYSE:
SF) since 2017 and of Post Holdings Partnership Corporation from 2021 until
January 2023. He has also served on the Board of Trustees of the Urban League of
Metropolitan St. Louis, a member of the Board of Directors of Pink Ribbon Girls,
and a member of the Board of Directors of WePower. Mr. Peacock received his B.A.
from the University of Kansas and his Masters of Business Administration &
Management from Washington University in St. Louis.
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There are no arrangements or understandings between Mr. Peacock and any other
persons pursuant to which he was selected as a director, and there are no family
relationships between him and any director or executive officer of the Company.
Mr. Peacock has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Peacock
will not serve on any committees of the Board or receive any directors' fees.
Tanya Domier, the current Chair of the Board and former Chief Executive Officer
of the Company, has agreed to serve as Interim Principal Executive Officer until
the Appointment Date.
Peacock Employment Agreement
In connection with the appointment of Mr. Peacock as Chief Executive Officer of
the Company, the Company and Mr. Peacock entered into an Employment Agreement
(the "Peacock Agreement"), pursuant to which Mr. Peacock will commence
employment on February 1, 2023 (unless otherwise mutually agreed between
Mr. Peacock and the Company) and will receive an annual base salary of
$1,100,000 and a cash signing bonus of $1,300,000 (the "Signing Bonus").
Mr. Peacock will also be eligible to receive a target bonus of 150% of his base
salary, with a guaranteed bonus with respect to 2023 of no less than 150% of his
2023 base salary (i.e., $1,650,000) and an annual equity award under the
Company's 2020 Incentive Award Plan (the "Plan") with an aggregate grant date
fair value (as calculated based on the closing price of the Company's Class A
common stock on the grant date) of $3,000,000, 50% of which shall be granted in
the form of restricted stock units ("RSUs") vesting in annual installments over
three years, and 50% of which shall be granted in the form of PSUs becoming
eligible to vest upon the attainment of performance goals established by the
Compensation Committee of the Board.
As provided in the Peacock Agreement, the Company will also make certain
one-time equity grants to Mr. Peacock under the Plan upon the commencement of
his employment with the Company. Such equity awards will include (i) an award of
shares with an aggregate grant date fair value (as calculated based on the
closing price of the Company's Class A common stock on the grant date) of
$3,000,000, which, together with the Signing Bonus, are subject to repayment or
forfeiture on an after-tax basis in the event Mr. Peacock resigns without good
reason (as defined in the Peacock Agreement) or is terminated for cause (as
defined in the Peacock Agreement), in each case prior to the first anniversary
of his commencement of employment, and (ii) 8,000,000 options, 2,000,000 of
which will have an exercise price of $2.50, 2,750,000 of which will have an
exercise price of $5.00, and 3,250,000 of which will have an exercise price of
$10.00, and all of which shall vest in annual installments over five years, with
full acceleration upon the earlier to occur of (i) the first date on which the
equity holders of Karman Topco L.P. have sold units in Karman Topco L.P. worth
no less than $2.1 billion at an implied Company share price of no less than
$10.00 per share and (ii) a Change in Control (as defined in the Plan).
Notwithstanding the foregoing, in no event will the options have an exercise
price less than the fair market value per share of the Company's common stock on
the date of grant. Mr. Peacock will also be eligible to participate in the
health insurance and benefit programs generally available to senior executives
of the Company.
If the Company terminates Mr. Peacock's employment without cause or if
Mr. Peacock resigns for good reason, the Company will, subject to his execution
and non-revocation of a general release and continued compliance with any
restrictive covenants, pay him severance benefits of: (i) continued payment of
base salary for 24 months following the date of termination, (ii) a pro-rated
bonus for the year of termination based on actual results for the full
performance period in which employment terminates, (iii) a cash lump sum of
$72,000, which may be used by Mr. Peacock to pay for continued health care
coverage, and (iv) pro-rated vesting of outstanding time-based equity awards
scheduled to vest on the next applicable vesting date based on the number of
days worked during the then-current vesting period, and (v) pro-rated vesting of
outstanding performance-based equity awards scheduled to vest on the next
applicable vesting date based on the number of days
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worked during the then-current performance period (with PSUs vesting based on
actual performance). In addition, Mr. Peacock's outstanding stock options will
remain exercisable until the third anniversary of the termination date (or, if
earlier, the original outside expiration date of such awards).
Under the terms of the Peacock Agreement, Mr. Peacock has agreed not to
disparage the Company during his employment term or at any time thereafter.
The foregoing description of the Peacock Agreement is qualified in its entirety
by reference to the full text of the Peacock Agreement, which is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference
herein.
Appointment of Christopher Baldwin as Director
. . .
Item 7.01 Regulation FD Disclosure
On January 18, 2023, the Company issued a press release regarding the executive
transition matters described in this Current Report on Form 8-K. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information being furnished pursuant to Item 7.01 of this Current Report on
Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K, including any
information furnished in connection therewith, that may be considered
forward-looking statements within the meaning of the federal securities laws,
including statements regarding the expected terms of severance arrangements, the
commencement of employment by certain officers, and the future performance of
the Company's business. Forward-looking statements generally relate to future
events or the Company's future financial or operating performance. These
forward-looking statements generally are identified by the words "may,"
"should," "expect," "intend," "will," "would," "estimate," "anticipate,"
"believe," "predict," "potential" or "continue," or the negatives of these terms
or variations of them or similar terminology. Such forward-looking statements
are predictions, projections and other statements about future events that are
based on current expectations and assumptions and, as a result, are subject to
risks, uncertainties, and other factors which could cause actual results to
differ materially from those expressed or implied by such forward looking
statements.
Detailed risk factors affecting the Company are set forth in the section titled
"Risk Factors" in the Annual Report on Form 10-K filed by the Company with the
Securities and Exchange Commission (the "SEC") on March 1, 2022 and in its other
filings made from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation and does not intend to update or revise
these forward-looking statements, whether as a result of new information, future
events, or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1# Separation Agreement and General Release, dated January 16, 2023, by
and between Advantage Solutions Inc. and Jill Griffin.
10.2 Employment Agreement, dated January 16, 2023, by and between
Advantage Solutions Inc. and David Peacock.
99.1 Press Release issued by Advantage Solutions Inc., dated January 18,
2023 regarding the naming of a new Chief Executive Officer and a new
board member.
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 SEC upon its request.
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