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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

AFFINION GROUP HOLDINGS, INC.

(Name of Registrant as Specified in its Charter)

Not applicable

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment by filing fee (check the appropriate box):

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AFFINION GROUP HOLDINGS, INC.

6 High Ridge Park

Stamford, CT 06905

May 15, 2017

Dear Stockholder:

You are invited to attend the 2017 Annual Meeting of Stockholders of Affinion Group Holdings, Inc., which will be on Thursday, June 1, 2017, at 10:00 a.m., Eastern Time, at our executive offices located at 6 High Ridge Park, Stamford, CT 06905.

Details of the business to be conducted at the meeting are described in the formal notice and proxy statement on the following pages.

We encourage your participation at this meeting. Whether or not you plan to attend in person, it is important that your shares be represented at the meeting. Please review the proxy statement and sign, date and return your proxy card in the enclosed envelope as soon as possible. Alternatively, you may vote via Internet or by telephone in accordance with the procedures set out on the proxy card.

If you attend the meeting and prefer to vote in person, your previous voting instructions can be revoked at your request.

Also enclosed is a copy of our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 31, 2017. We encourage you to read the Annual Report on Form 10-K for information about Affinion Group Holdings, Inc.’s performance in 2016.

We look forward to seeing you at the meeting.

Sincerely,

AFFINION GROUP HOLDINGS, INC.

/s/ Todd H. Siegel                                        

Todd H. Siegel

Chief Executive Officer and Director

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AFFINION GROUP HOLDINGS, INC.

6 High Ridge Park

Stamford, CT 06905

NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 1, 2017

TO THE STOCKHOLDERS OF AFFINION GROUP HOLDINGS, INC.:

The 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) of Affinion Group Holdings, Inc., a Delaware corporation (the “Company”), will be held on Thursday, June 1, 2017, at 10:00 a.m., Eastern Time, at our executive offices located at 6 High Ridge Park, Stamford, CT 06905 for the following purposes:

Only stockholders of record of the Company’s common stock, par value $0.01 per share, at the close of business on May 11, 2017 are entitled to receive this notice and to vote at the meeting. This notice and proxy statement, a proxy and voting instruction card, and the 2016 Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 31, 2017 (the “2016 Annual Report”), are being distributed on or about May 17, 2017.

You are cordially invited to attend the 2017 Annual Meeting. Your vote is important. Whether or not you expect to attend in person, you are urged to sign, date and mail the enclosed proxy card as soon as possible so that your shares may be represented and voted. The envelope enclosed requires no postage if mailed within the United States. If you attend the meeting and prefer to vote in person, your previous voting instructions can be revoked at your request. Alternatively, you may vote via Internet or by telephone in accordance with the procedures set out on the proxy card.

Stamford, CT

May 15, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 2017:

The accompanying proxy statement and the Company’s 2016 Annual Report are available at http://www.affinion.com/investors/sec-filings.

PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD

AND RETURN IT IN THE ACCOMPANYING ENVELOPE,

OR VOTE BY INTERNET OR TELEPHONE AS SOON AS POSSIBLE

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AFFINION GROUP HOLDINGS, INC.

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AFFINION GROUP HOLDINGS, INC.

PROXY STATEMENT

GENERAL INFORMATION

The Board of Directors (the “Board”) of Affinion Group Holdings, Inc., a Delaware corporation (the “Company,” “Affinion Holdings,” “we,” “us” or “our”), has delivered these proxy materials to you in connection with the solicitation of proxies for use at the 2017 Annual Meeting of Stockholders (“2017 Annual Meeting”). The 2017 Annual Meeting will be held on Thursday, June 1, 2017, at 10:00 a.m., Eastern Time, at our executive offices located at 6 High Ridge Park, Stamford, CT 06905, and at any adjournment(s) or postponement(s) thereof, for the purposes stated herein. These proxy materials were first sent on or about May 17, 2017 to all stockholders of record of the Company’s common stock, par value $0.01 per share (“Common Stock”), at the close of business on May 11, 2017 (the “Record Date”).

Voting Rights and Outstanding Shares

Only stockholders of record of the Company’s Common Stock as of the Record Date are entitled to receive the Notice of 2017 Annual Meeting and vote their shares at the 2017 Annual Meeting. On the Record Date, 9,093,330 shares of Common Stock were outstanding. Subject to certain adjustments and limitations on voting as set forth in the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Fourth Amended and Restated By-laws (the “Bylaws”), which are described below, each share of our Common Stock that you own entitles you to one vote on each matter to be voted upon at the 2017 Annual Meeting. We will have a quorum to conduct the business at the 2017 Annual Meeting if the holders of a majority of the outstanding shares of our Common Stock entitled to vote are present in person or by proxy. Abstentions and broker non-votes (i.e., shares of Common Stock held by a broker, bank or other agent that are represented at the meeting, but which the broker, bank or other agent is not empowered to vote on a particular proposal) will be counted for purposes of determining whether a quorum is present at the 2017 Annual Meeting.

As discussed above, our Certificate of Incorporation generally provides that each share of our Common Stock you own entitles you to one vote on each matter to be voted upon at the 2017 Annual Meeting. However, if prior approval of a governmental authority having jurisdiction over the Company or a stockholder would be required in order for such stockholder to vote on a given matter, then such stockholder is not entitled to vote its shares of Common Stock on such matter until the requisite approval has been received.

SafeCard Services Insurance Company, an indirect wholly-owned subsidiary of the Company, is a licensed insurance company that is subject to the rules and regulations of the Commissioner of Insurance of the State of North Dakota (the “ND Insurance Commissioner”). Affinion International Limited, an indirect wholly-owned subsidiary of the Company that is incorporated under the laws of England and Wales, is subject to the rules and regulations of the Financial Conduct Authority (the “FCA”) in the U.K. Both the ND Insurance Commissioner and the FCA have rules and regulations that limit the ability of investors to acquire “control,” directly or indirectly, over the relevant regulated entity.

As a result, in order to comply with the rules and regulations of the ND Insurance Commissioner, any stockholder that holds more than 9.9% of the issued and outstanding Common Stock is prevented, pursuant to the Certificate of Incorporation, from voting shares in excess of 9.9% of the issued and outstanding Common Stock until it shall have obtained the requisite consents of, or made the requisite filings with, the ND Insurance Commissioner.

In addition, to the extent such stockholder receives the approval of the ND Insurance Commissioner to vote more than 9.9% of the total voting power of the Company, the Certificate of Incorporation continues to prohibit voting shares held by a stockholder in excess of 19.9% of the total voting power of the Company in order to comply with the rules and regulations of the FCA, which restriction is similar in substance to the restriction for the ND Insurance Commissioner but at a threshold of 19.9%.

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In the event that a stockholder is unable to vote all of its shares of Common Stock as a result of the foregoing restrictions, the Secretary of the Company is instead authorized to vote such excess shares in the same proportion as the votes cast by all other stockholders that are not subject to this voting cutback provision.

A stockholder is permitted to vote shares of Common Stock representing more than 9.9% or 19.9%, as applicable, of the total combined voting power of securities entitled to vote on any matter once it has presented evidence, reasonably acceptable to the Company, that it has obtained the requisite consents or made the requisite filings, as applicable.

Proposals for the 2017 Annual Meeting

There are four proposals scheduled to be voted on at the 2017 Annual Meeting:

Voting Requirements to Approve Each Proposal

Proposal 1—Election of Class I Directors. Directors are elected by a plurality of the votes cast (meaning that, if a quorum is present, the two Class I director nominees who receive the highest number of shares voted “FOR” their election are elected). “WITHHOLD” votes and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the outcome of the election of the Class I directors. There is no cumulative voting for the election of Class I directors.

Proposal 2—Ratification of the Appointment of PricewaterhouseCoopers LLP. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2017 must be approved by the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at a meeting at which a quorum is present (meaning that, of the shares represented at the 2017 Annual Meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved). Abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is considered a routine or “discretionary” matter on which your broker, bank or other agent will be able to vote on your behalf even if it does not receive instructions from you. Therefore, no broker non-votes are expected to exist in connection with this proposal.

Proposal 3—Advisory vote on executive compensation. The proposal to approve on an advisory, non-binding basis the compensation of our named executive officers as presented in this proxy statement must be approved by the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at a meeting at which a quorum is present (meaning that, of the shares represented at the 2017 Annual Meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved). Abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is considered a “non-discretionary” matter on which your broker, bank or other agent will not be able to vote on your behalf if it does not receive instructions from you. Therefore, there may be broker non-votes in connection with this proposal. If you hold your shares in “street name” and you do not instruct your broker, bank or other agent how to vote your shares on this proposal, no vote will be cast on your behalf on this proposal. Therefore, it is critical that you indicate your vote on this proposal if you want your vote to be counted.

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Proposal 4—Advisory vote on the frequency of the stockholder advisory vote on executive compensation. The proposal to approve on an advisory, non-binding basis the frequency of the stockholder advisory vote on executive compensation will be decided by a plurality of the votes cast, which means that the frequency option (every year, every two years or every three years) receiving the highest number of votes will be considered the frequency recommended by our stockholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Required Consent under Nominating Agreement. Notwithstanding the voting requirements for each proposal described above, we entered into a nominating agreement in connection with the 2017 Transactions (as defined in “Certain Relationships and Related Transactions—The 2017 Transactions”) with affiliates of Elliott Management Corporation (“Elliott”) that prohibit us from acting upon the vote of stockholders (other than a vote for the election of directors or a vote to adjourn a meeting of stockholders) without either (i) the written consent of Elliott or (ii) the affirmative approval of the holders of a majority of the outstanding shares of Common Stock, assuming that Elliott has exercised all New Warrants (as defined herein) held of record by it prior to the record date of such vote. As of the mailing date of this proxy statement, Elliott has not exercised all of the New Warrants to purchase our Common Stock that they hold. As a result, before we can act upon the vote of stockholders with respect to Proposals 2, 3 and 4, we must first receive either the written consent of Elliott or the affirmative approval of the holders of a majority of the outstanding shares of Common Stock, assuming that Elliott has exercised all New Warrants held of record by it prior to the Record Date. For more information, see “Certain Relationships and Related Transactions—Agreements with Certain Stockholders in Connection with the 2017 Transactions—Nominating Agreements.”

Voting Shares Registered in Your Name

If you are a stockholder of record of the Company’s Common Stock as of the Record Date, you are entitled to vote at the 2017 Annual Meeting. You may vote in person at the 2017 Annual Meeting, by automated telephone voting, on the Internet or by proxy.

To ensure that your shares are represented and voted at the 2017 Annual Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the 2017 Annual Meeting in person, using one of the following three methods:

The Internet and telephone proxy submission procedures are designed to authenticate your identity and to allow you to submit a proxy for your shares for the matters before our stockholders as described in this proxy statement and confirm that your voting instructions have been properly recorded.

Proxies submitted by telephone or via the Internet for the matters before our stockholders as described in this proxy statement must be received by 11:59 p.m., Eastern Time, on May 31, 2017, or such later time as may be established by the Board.

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Voting Shares Registered in Your Name

If your shares are registered in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, you are the “stockholder of record” of those shares. In such case, the Notice of 2017 Annual Meeting and proxy statement and any accompanying documents have been provided directly to you by the Company.

Voting Shares Registered in the Name of a Broker, Bank or Other Agent

If your shares are not registered in your own name and, instead, your broker, bank or other agent holds your shares, you are a “beneficial owner” of shares held in “street name.” The organization holding your account is considered the stockholder of record for purposes of voting at the 2017 Annual Meeting. The Notice of 2017 Annual Meeting and proxy statement and any accompanying documents have been forwarded to you by your broker, bank or other agent. As the beneficial owner, you have the right to direct your broker, bank or other agent how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

Revocability of Proxies

If you are a stockholder of record, once you have submitted your proxy by mail, telephone or Internet, you may revoke it at any time before it is voted at the 2017 Annual Meeting. You may revoke your proxy in any one of the following three ways:

If you are a beneficial owner holding your shares in street name, you may change your vote by submitting new voting instructions to your broker, bank or other agent in accordance with the instructions they provide.

Tabulation of Votes

A representative from American Stock Transfer & Trust Company, LLC will act as inspector of elections and tabulate the votes at the 2017 Annual Meeting. All shares represented by valid proxies received before the 2017 Annual Meeting will be voted. If you submit a valid proxy containing instructions regarding how to vote with respect to any matter to be acted upon, your shares will be voted in accordance with those instructions. If you submit a valid proxy with no instructions, then your shares will be voted by the individuals we have designated as proxies for the 2017 Annual Meeting “FOR” the election of each of the Class I director nominees under Proposal 1, “FOR” Proposal 2 and Proposal 3, and for a frequency of “every three years” with respect to Proposal 4. In addition, the individuals that we have designated as proxies for the 2017 Annual Meeting will have discretionary authority to vote your shares with respect to any other business that may properly come before the 2017 Annual Meeting or any adjournment or postponement thereof.

Attending the 2017 Annual Meeting and Voting in Person

If you plan to attend the 2017 Annual Meeting and vote in person, you will be given a ballot at the 2017 Annual Meeting. Please note that admission to the 2017 Annual Meeting is limited to the Company’s stockholders as of the Record Date.

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For stockholders of record, upon your arrival at the meeting location, you will need to present identification to be admitted to the 2017 Annual Meeting. If you are a stockholder who is an individual, you will need to present government-issued identification showing your name and photograph (i.e., a driver’s license or passport), or, if you are representing an institutional investor, you will need to present government-issued photo identification and professional evidence showing your representative capacity for such entity. In each case, we will verify such documentation with our Record Date stockholder list.

For stockholders holding shares in “street name,” in addition to providing identification as outlined for record holders above, you will need a valid proxy from your broker, bank or other agent or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the Record Date. Otherwise, you will not be permitted to attend the 2017 Annual Meeting. If your shares are held in the name of a broker, bank or other agent you must obtain and bring to the 2017 Annual Meeting a proxy card issued in your name from the broker, bank or other agent to be able to vote at the 2017 Annual Meeting.

Voting Results

Preliminary voting results are expected to be announced at the 2017 Annual Meeting. Voting results will be tallied by the inspector of elections and reported in a Current Report on Form 8-K (“Form 8-K”) that we will file with the Securities and Exchange Commission (the “SEC”) within four business days of the 2017 Annual Meeting. If the voting results reported in the Form 8-K are preliminary, we will subsequently file an amendment to the Form 8-K to report the final voting results within four business days of the date on which the final voting results are known.

Costs of Solicitation

The cost of solicitation will be borne by the Company. On the Company’s behalf, directors, officers or employees, who will receive no additional compensation, and D.F. King & Co., Inc. (“D.F. King”), may solicit your proxy, in person or by telephone, electronic transmission and facsimile transmission. The Company will pay D.F. King a service fee of $6,000 for soliciting proxies plus any reasonable and customary rate mutually agreed to for additional services that may be provided. The Company will reimburse D.F. King for its “broker bills” and all other reasonable and documented costs and expenses incurred by D.F. King in providing its services.

Reducing Duplicate Mailings

Because stockholders may hold shares of our Common Stock in multiple accounts or share an address with other stockholders, stockholders may receive duplicate mailings of notices or proxy materials. Stockholders may avoid receiving duplicate mailings as follows:

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Stockholder Proposals for the 2018 Annual Meeting of Stockholders

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our annual meeting of stockholders in 2018 (“2018 Annual Meeting”) by submitting their proposals in writing to our Secretary in a timely manner, as described below.

For a stockholder proposal, including a proposal for the nomination of directors, to be considered for inclusion in our proxy statement for the 2018 Annual Meeting, our Secretary must receive the written proposal at our principal executive offices no later than January 17, 2018, the date that is 120 calendar days prior to the first anniversary of the date this proxy statement will be released to shareholders in connection with the 2017 Annual Meeting; provided, however, that in the event we hold the 2018 Annual Meeting more than 30 calendar days before or after the one-year anniversary of the 2017 Annual Meeting, we will disclose the new deadline by which stockholder proposals must be received in our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. In addition to being timely submitted, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Proposals should be addressed to: Affinion Group Holdings, Inc., 6 High Ridge Park, Stamford, CT 06905, Attention: Secretary.

Our Bylaws also establish an advance notice procedure for stockholders who wish to nominate a director or present a proposal before an annual meeting of stockholders but do not intend for the nomination or proposal to be included in our proxy statement for such annual meeting of stockholders. For a stockholder to properly bring business before the 2018 Annual Meeting, the stockholder must give timely notice thereof in writing to our Secretary, which notice must contain the information specified in our Bylaws. To be timely, the written notice must be received by our Secretary at 6 High Ridge Park, Stamford, CT 06905:

If the 2018 Annual Meeting is advanced by more than 20 calendar days, or delayed by more than 70 calendar days, from the first anniversary of the 2017 Meeting, then in order to be timely, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received:

In the event that the number of directors to be elected to the Board at the 2018 Annual Meeting is increased and we do not make any public announcement by February 21, 2018, the date that will be 100 calendar days prior to the first anniversary of the 2017 Annual Meeting, that specifies the size of the increased Board or names all of the director nominees, then a stockholder’s notice with respect to director nominees will be considered timely, but only with respect to director nominees for any new positions created by such increase, if it is delivered to the Secretary at our executive offices not later than the close of business on the tenth day following the day on which we first make a public announcement regarding the increase in the size of the Board.

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Stockholders are advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals. If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting of stockholders does not appear in person or by proxy at such meeting to present his or her proposal, we are not required to present the proposal for a vote at such meeting. While the Board will consider stockholder proposals that are properly brought before the 2018 Annual Meeting, we reserve the right to omit from our proxy statement for the 2018 Annual Meeting proposals that we are not required to include under the Exchange Act, including Rule 14a-8 promulgated thereunder.

While holders of Common Stock have the right, pursuant to and in accordance with the procedures described above and further set forth in the Certificate of Incorporation and the Bylaws, to nominate directors for election, it is expected that the Board will nominate candidates (including themselves to the extent they determine appropriate) at each election. Failure of the stockholders to elect the directors nominated by the Board may result in a “change of control” as such term is used and defined in the New Credit Facility and the indenture governing the New Notes (each as defined in “Certain Relationships and Related Transactions—The 2017 Transactions”) and an acceleration of the principal amounts borrowed thereunder. Furthermore, the Board is required to include director nominees in the Company’s proxy materials pursuant to nominating agreements with certain of our stockholders. For a description of director nomination rights, see “Certain Relationships and Related Transactions—Agreements with Certain Stockholders in Connection with the 2017 Transactions—Nominating Agreements.”

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock as of May 11, 2017 by (i) each person known to beneficially own more than 5% of the Common Stock of the Company, (ii) each of our named executive officers, (iii) each member of the Company’s Board and (iv) all of our executive officers and members of the Company’s Board as a group.

The amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities, in accordance with Rule 13d-3 under the Exchange Act. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. Our calculation of the percentage of beneficial ownership is based on 9,093,330 shares of Common Stock outstanding.

On November 9, 2015, we completed the 2015 Transactions (as defined in “Certain Relationships and Related Transactions—The 2015 Transactions”) in which we, among other things, issued (1) Class C Common Stock, par value $0.01 per share (the “Class C Common Stock”), and Class D Common Stock, par value $0.01 per share (the “Class D Common Stock” and, together with the Class C Common Stock, the “Class C/D Common Stock”), which is convertible into shares of Common Stock at any time, and (2) a non-participating penny warrant (the “Limited Warrant”) to purchase shares of Common Stock. In general, the Class C/D Common Stock and the Limited Warrant are immediately convertible or exercisable, as applicable, upon issuance at the option of the holder. However, any holder that is required to obtain any consents or waivers from any applicable governmental agency, including the ND Insurance Commissioner and the FCA, cannot convert the Class C/D Common Stock or exercise the Limited Warrant until and unless such holder provides notice to the Company that it has received the requisite regulatory approval or is no longer subject to the regulatory approval as a result of its transfers of shares of Common Stock. Because such approvals have not been obtained with respect to certain holders, Class C/D Common Stock of certain holders and a portion of the Limited Warrant are not convertible or exercisable, as applicable, within 60 days and are, therefore, not reflected in the table below. For more information, see “Certain Relationships and Related Transactions—Agreements with Certain Stockholders in Connection with the 2015 Transactions—Limited Warrant” and “Certain Relationships and Related Transactions—The 2015 Transactions.”

On May 10, 2017, we completed the 2017 Exchange Offers (as defined in “Certain Relationships and Related Transactions—The 2017 Transactions”) in which, among other things, we issued warrants (the “New Warrants”) to purchase shares of Common Stock. In general, the New Warrants are immediately exercisable upon issuance at the option of the holder. However, any holder that is required to obtain any consents or waivers from any applicable governmental agency, including the ND Insurance Commissioner and the FCA, cannot exercise the New Warrants until and unless such holder provides notice to the Company that it has received the requisite regulatory approval or is no longer subject to the regulatory approval as a result of its transfers of shares of Common Stock. Because such approvals have not been obtained with respect to certain holders, a portion of the New Warrants is not exercisable within 60 days and is therefore, not reflected in the table below. For more information, see “Certain Relationships and Related Transactions—Agreements with Certain Stockholders in Connection with the 2017 Transactions—Warrant Agreements; New Warrants.”

For a description of director nomination rights, see “Certain Relationships and Related Transactions—Agreements with Certain Stockholders in Connection with the 2017 Transactions—Nominating Agreements.”

Information regarding holders of Common Stock is based on the share register maintained by the transfer agent and provided to the Company.

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Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.

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PROPOSAL 1:

ELECTION OF DIRECTORS

Board Composition

In accordance with the Certificate of Incorporation, the Bylaws and the Nominating Agreements (as defined below), our Board may consist of no less than three nor more than eleven directors and currently consists of six directors and one vacancy (in Class III) in accordance with the Shareholders Agreement (as defined in “Certain Relationships and Related Transactions—Agreements with Certain Stockholders in Connection with the 2015 Transactions—Shareholders Agreement”) (which requirement to consist of seven directors, or up to nine directors at the discretion of the Board, shall terminate upon a listing of our Common Stock on a U.S. national securities exchange registered with the SEC). Each director will hold office until his or her successor is duly elected and qualified or until his or her earlier death, disability, resignation, termination (with cause or without cause) or other removal. Our Board is divided into three classes of directors, with each director serving in such class of directors and in such capacity and having such title, as set forth opposite his name:

Nominees for Election at the 2017 Annual Meeting

The Board nominated Messrs. Frier and Vondrasek as nominees for election to the Board as Class I directors at the 2017 Annual Meeting. If elected, Messrs. Frier and Vondrasek will continue as directors and their terms will expire at the 2020 Annual Meeting of Stockholders.

Information about the Board of Directors

The names and certain information regarding each member of the Board, including the nominees for election to the Board as Class I directors at the 2017 Annual Meeting, are set forth below. The following information has been furnished to us by the directors.

L. Spencer Wells, age 46, has been the Chairman of the Board of the Company since November 9, 2015. Mr. Wells co-founded Drivetrain Advisors, LLC, a firm providing fiduciary services to the alternate investment community, in December 2013, where he currently serves as a Partner. Most recently, Mr. Wells was employed by TPG Special Situations Partners from 2010 to 2013, where he first served as Partner from September 2010 to January 2012, and then as a Senior Advisor from January 2012 to July 2013. Mr. Wells also served as a Partner/Portfolio Manager for Silverpoint Capital from September 2002 to July 2009. Prior to joining Silverpoint Capital, Mr. Wells served as a Director at the Union Bank of Switzerland from May 2001 to September 2002 and as a Vice President of Deutsche Bank AG from January 1999 to May 2001. Mr. Wells currently serves on the boards of directors of Roust Corporation, Samson Resources II, LLC, Lily Robotics, Inc., Vantage Drilling International, Town Sports International Holdings, Inc., Preferred Proppants LLC, and Advanced Emissions Solutions, Inc. Mr. Wells brings to the Company’s Board his more than 16 years of experience in analyzing, advising and investing in public and private companies.

Todd H. Siegel, age 46, was appointed Chief Executive Officer and a director of the Company as of September 20, 2012. Mr. Siegel was formerly the Chief Financial Officer of Affinion Group, Inc., a Delaware corporation (“Affinion”), from November 2008 to September 2012 and served as an Executive Vice President

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since October 17, 2005. Mr. Siegel also served as our General Counsel from October 17, 2005 to February 16, 2009. Mr. Siegel joined us in November 1999 as a member of the Legal Department of the Membership Division of Cendant and most recently served as General Counsel of Trilegiant starting in July 2003 and Cendant Marketing Group starting in January 2004. From 1997 to 1999, Mr. Siegel was employed as a corporate associate at Skadden, Arps, Slate, Meagher and Flom, LLP. From 1992 until 1994, he was employed as a certified public accountant with Ernst & Young. Mr. Siegel serves on the board of directors of Presidio, Inc. Mr. Siegel brings to the Company’s Board his extensive experience in business and finance.

Rick P. Frier, age 55, has been a director of the Company and the chairman of the Audit Committee of the Board since November 9, 2015. Most recently, Mr. Frier served as Executive Vice President and Chief Financial Officer of Chiquita Brands International Inc., a leading international marketer and distributor of fresh food products, from 2013 to 2015. Prior to this, he served as Executive Vice President, Chief Financial Officer and Board Director of Catalina Marketing Corp. from 2005 to 2012, where he led all global finance functions and new business development. From 2001 to 2005, he served as Chief Financial Officer, Chief Operating Officer and Board Director of Mattress Discounters Inc. Mr. Frier currently serves on the board of directors of Whitehorse Finance, Inc. and Exal Corporation (Chairman). Mr. Frier brings to the Company’s Board his significant experience in strategic planning and leading financial operations for both public and private companies.

David L. Resnick, age 57, has been a director of the Company since July 19, 2016. Mr. Resnick currently serves as the President of Third Avenue, where he has been employed since 2012. Prior to joining Third Avenue, Mr. Resnick served as Chairman of Global Financing Advisory at Rothschild Inc., a leading international investment banking firm specializing in mergers, acquisitions, restructurings and privatizations, from 2000 to 2012. Between 1996 and 2000, Mr. Resnick worked for Peter J. Solomon Company, where he founded and headed the restructuring group. Prior to that, he served as a Vice President of Lazard Frères & Co. from 1990 to 1996 and held multiple positions in the investment banking division of Merrill Lynch from 1985 to 1996. Mr. Resnick brings to the Company’s Board his significant experience in analyzing, advising and investing in public and private companies.

Skip Victor, age 61, has been a director of the Company since December 16, 2013 and the chairman of the Compensation Committee of the Board since July 19, 2016. Mr. Victor currently serves as a Managing Director and member of the Investment Committee of Balmoral Funds, where he has been employed since 2005. From October 2006 through April 2015, Mr. Victor was a Senior Managing Director of Duff & Phelps in its Restructuring Group and, from 1990 through 2006, Mr. Victor was a co-founder and Senior Managing Director of Chanin Capital Partners, a boutique investment bank focusing on corporate restructurings that was sold to Duff & Phelps in October 2006. Mr. Victor has previously served on various boards of directors of public and private companies and several non-profit organizations. Mr. Victor brings to the Company’s Board his more than 30 years of experience in analyzing, advising and investing in public and private companies.

Mark R. Vondrasek, age 49, has been a director of the Company since October 4, 2016. Mr. Vondrasek most recently served as Senior Vice President, Commercial Services of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), from December 2001 until Starwood and Marriott merged in September 2016, where he oversaw the Starwood Sales Organization and Revenue Management globally, in addition to Distribution, Loyalty and Partnerships. Mr. Vondrasek brings to the Company’s Board his significant experience related to the loyalty business, including the oversight of strategic marketing partnerships.

Involvement in Certain Legal Proceedings

There are currently no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers.

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Shareholders Agreement

We are party to a Shareholders Agreement, which among other things, requires the individual serving as chief executive officer of the Company to be included in the Company’s slate of nominees for director at each annual or special meeting of stockholders at which directors are to be elected and at which the relevant class of directors’ seats are subject to election. Pursuant to the Shareholders Agreement, the Company must use its reasonable best efforts to cause the election of the chief executive officer as a director of the Board (along with all other Company nominees for director) and otherwise support the chief executive officer for election in a manner no less rigorous and favorable than the manner in which the Company supports its other director nominees. For more information about the Shareholders Agreement, see “Certain Relationships and Related Transactions—Agreements with Certain Stockholders in Connection with the 2015 Transactions—Shareholders Agreement.”

Nominating Agreements

In connection with the 2017 Transactions, on May 10, 2017, we entered into a separate nominating agreement with each of Elliott and Metro SPV LLC, an affiliate of ICG Strategic Secondaries Advisors LLC (“ICG”) (the “Nominating Agreements”), pursuant to which such investors have the right to nominate one director for election to the Board subject to the investor, together with its affiliates, holding at least 8% of the issued and outstanding Common Stock (including any derivative securities on an as-exercised basis, but excluding any Common Stock underlying management compensation and incentive plans) and a second director subject to the investor, together with its affiliates, holding at least 16% of the issued and outstanding Common Stock (including any derivative securities on an as-exercised basis, but excluding any Common Stock underlying management compensation and incentive plans). The prior nominating agreements with each of Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund (“Third Avenue”), and Ares Management LLC (“Ares”), on behalf of certain affiliated funds and managed accounts, were terminated in accordance with their terms and are of no further force and effect due to subsequent changes in ownership of equity securities of the Company, including the transfer by Third Avenue of its equity securities to ICG.

While neither Elliott nor ICG has completed the process for nominating candidates pursuant to their respective Nominating Agreements, the Company anticipates accommodating the Nominating Agreements in the future once Elliott and ICG, respectively, have identified the directors to be nominated pursuant to such Nominating Agreements. Previously, Mr. Frier was nominated as a director pursuant to the prior nominating agreement between the Company and Ares. However, as disclosed above, this prior nominating agreement was terminated in accordance with its terms and Mr. Frier is not being nominated pursuant to such prior nominating agreement.

Vote Required

Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote at a meeting at which a quorum is present. Shares represented by proxy will be voted, if authority to do so is not withheld, for the election of the two nominees for election as Class I directors named above. “WITHHOLD” votes and broker non-votes will be counted as present for purposes of determining the presence of a quorum. If a quorum is present, the two nominees for Class I director receiving the highest number of votes will be elected as Class I directors. “WITHHOLD” votes and broker non-votes will have no effect on the outcome of the vote. The proxy holders may not vote the proxies for a greater number of persons than the number of nominees named. There is no cumulative voting for the election of Class I directors. If any nominee should be unavailable for election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unable to serve.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION AS A CLASS I DIRECTOR OF EACH NOMINEE LISTED ABOVE.

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CORPORATE GOVERNANCE

Director Independence

We are not a listed issuer whose securities are listed on a national securities exchange or in an inter-dealer quotation system which has requirements that a majority of the Board be independent. However, our Board has determined that each of the members of our Audit Committee and Compensation Committee is independent as defined under the New York Stock Exchange rules, with the exception of Mr. Resnick.

Board Leadership Structure

The Board has no fixed policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer. The Board retains the discretion to determine, at any time, whether to combine or separate the positions as it deems to be in the best interests of the Company and its stockholders. The roles of the Chairman of the Board and Chief Executive Officer are currently performed by separate individuals. L. Spencer Wells serves as the Company’s Chairman and Todd H. Siegel serves as the Company’s Chief Executive Officer. The Board believes that, at this time, this leadership structure better allows our Chief Executive Officer to focus on our day-to-day business and operations, while allowing our Chairman to lead the Board in its fundamental role of providing advice to and oversight of management. The Chairman provides leadership to our Board and works with the Board to define its structure and activities in the fulfillment of its responsibilities. The Chairman sets the board agendas, in consultation with the Chief Executive Officer, and the other officers and directors, facilitates communications among and information flow to directors, has the power to call special meetings of our Board and stockholders and presides at meetings of our Board and stockholders. The Chairman also advises and counsels our Chief Executive Officer and other officers.

Board Committees

Our Board has an Audit Committee and a Compensation Committee.

Audit Committee

The current members of the Audit Committee are Messrs. Frier, Wells, Resnick, Victor and Vondrasek. Mr. Frier is the chairman of the Audit Committee. The principal duties and responsibilities of our Audit Committee are as follows:

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority, at its discretion, to retain counsel and advisors to fulfill its responsibilities and duties at our expense.

We are not a listed issuer whose securities are listed on a national securities exchange or in an inter-dealer quotation system which has requirements that members of our Audit Committee be independent. However, our Board has determined that each of the members of our Audit Committee is independent as defined under the New York Stock Exchange rules, with the exception of Mr. Resnick, and each is financially literate and has experience analyzing or evaluating financial statements. Our Board has also determined that each of Messrs. Frier, Resnick and Wells is an “audit committee financial expert” within the meaning of applicable SEC regulations.

The Audit Committee held five meetings in 2016. The Board has adopted a written charter for the Audit Committee, which is included in Appendix A of this proxy statement.

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For additional information regarding the responsibilities of the Audit Committee, see “Corporate Governance—Board’s Role in Risk Oversight.”

Compensation Committee

The current members of the Compensation Committee are Messrs. Victor, Frier, Resnick, Vondrasek and Wells. Mr. Victor is the chairman of the Compensation Committee. The principal duties and responsibilities of the Compensation Committee are as follows:

We are not a listed issuer whose securities are listed on a national securities exchange or in an inter-dealer quotation system which has requirements that members of our Compensation Committee be independent. However, our Board has determined that each of the members of our Compensation Committee is independent as defined under the New York Stock Exchange rules, with the exception of Mr. Resnick.

The Compensation Committee held two meetings in 2016. The Board has adopted a written charter for the Compensation Committee, which is included in Appendix B of this proxy statement.

Board Meetings

The Board held fourteen meetings during 2016. Each director attended at least 75 percent of the aggregate number of meetings of the Board and meetings of the committees on which the director served.

Attendance at Annual Stockholder Meetings

While we do not have a formal attendance policy, each of our directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and any meetings of stockholders.

Board’s Role in Risk Oversight

The Board meets periodically with key members of management to review the Company’s business and agree upon its strategy and the risks involved with such strategy. Management and the Board discuss the amount of risk the Company is willing to accept related to implementing our strategy. On a periodic basis management meets directly with the Board to provide an update on key risks and their processes and systems to manage the risks. The Board approves management’s enterprise risk policies, procedures and practices and periodically

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reviews (a) the magnitude of all material business risks, (b) the enterprise risk policies, procedures and practices in place to manage material risks, and (c) the overall effectiveness of the risk management process.

The Board approves actions surrounding our capital structure, debt agreements, and legal settlements to the extent applicable, and approves the annual budget. Key finance and accounting management meet with the Board to provide an update on our financial results. The Board regularly assesses management’s response to critical risks and recommends changes to management, including changes in leadership, where appropriate.

The Board delegates responsibility for overseeing certain financial risks to the Audit Committee. The Audit Committee monitors the quality and integrity of our financial statements and our compliance with legal and regulatory requirements. The Audit Committee is also responsible for understanding the Company’s financial risk assessment and risk management policies. The Audit Committee also reviews and approves the annual audit plan and regularly reports to the Board. For additional information with respect to the Audit Committee, see “Corporate Governance—Board Committees—Audit Committee.”

Communications with the Board

Stockholders or other interested parties may communicate with one or more members of the Company’s Board by writing to the Board or a specific director at:

Board of Directors (or specific director)

Affinion Group Holdings, Inc.

6 High Ridge Park

Stamford, CT 06905

Communications addressed to individual Board members will be forwarded by the Company’s Secretary to the individual addressee. Any communications addressed to the Board will be forwarded by the Secretary to the Chairman of the Board.

Consideration of Director Nominees

We do not have a standing nominating committee, nor a charter that governs the director nomination process. Our Board has determined that it is appropriate for us not to have a nominating committee because all of the matters for which a nominating committee would be responsible are presently considered by our entire Board.

Each member of our Board participates in the consideration of director nominees. The process followed by our Board to identify and evaluate director candidates includes requests to members of our Board and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of our Board. In considering whether to recommend any particular candidate for inclusion in its slate of recommended director nominees, our Board considers various criteria including the candidate’s integrity, business acumen, knowledge of our business and industry, age, experience, diligence, conflicts of interest, and ability to act in the interests of all stockholders. Our Board does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board does not have a policy with regard to the consideration of diversity in identifying director candidates, but our Board believes that the backgrounds and qualifications of its directors, considered as a whole, should provide a composite mix of experience, knowledge, and abilities that will allow our Board to fulfill its responsibilities.

As discussed elsewhere in this proxy statement, we have entered into Nominating Agreements with certain investors, pursuant to which such investors have the right to nominate one director for election to the Board subject to the investor, together with its affiliates, holding at least 8% of the issued and outstanding Common Stock (including any derivative securities on an as-exercised basis, but excluding any Common Stock underlying

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management compensation and incentive plans) and a second director subject to the investor, together with its affiliates, holding at least 16% of the issued and outstanding Common Stock (including any derivative securities on an as-exercised basis, but excluding any Common Stock underlying management compensation and incentive plans). Therefore, in addition to considering nominees for directors through the processes outlined above, we are required to nominate certain directors pursuant to these Nominating Agreements. For more information, see “Certain Relationships and Related Transactions—Agreements with Certain Stockholders in Connection with the 2017 Transactions—Nominating Agreements.”

Finally, while we have no formal policy with regard to the consideration of director nominees recommended by our stockholders, our Bylaws and SEC regulations set forth procedures pursuant to which stockholders are permitted to submit proposals for director nominees. For more information, see “General Information—Stockholder Proposals for the 2018 Annual Meeting of Stockholders.”

Code of Ethics

Although we are not a listed issuer whose securities are listed on a national securities exchange or on an inter-dealer quotation system which obligates us to adopt a formal code of ethics, the Company has adopted a core policies manual which includes a formal code of ethics and an annual re-certification. We will provide to any person without charge a copy of the portions of our code of ethics that apply to our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer upon written request or telephoning to the following address or telephone number:

Affinion Group Holdings, Inc.

6 High Ridge Park

Stamford, CT 06905

(203) 956-1000

Compensation Committee Interlocks and Insider Participation

During 2016, the members of the Compensation Committee consisted of Messrs. Wells (from January 1 to December 31), Scott W. Bernstein (from January 1 to July 19), Frier (from January 1 to December 31), Resnick (from July 19 to December 31), Victor (from January 1 to December 31) and Vondrasek (from October 4 to December 31). Mr. Bernstein, who resigned as a director as of July 19, 2016, was an officer of Cendant Membership Services from 1999 to 2001, when it was spun off into Trilegiant Corporation, our subsidiary, and was an officer of Trilegiant Corporation in 2001. During 2016, none of our executive officers served as a member of the board of directors or a member of the compensation committee of another entity (or other board committee of such entity performing equivalent function or, in the absence of any such committee, the entire board of directors of such entity) that had an executive officer that served on our Board or our Compensation Committee.

Director Compensation

We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to us as well as the skill-level required by the members of our Board. The members of our Board also serve on the board of directors of Affinion for no additional compensation.

We provide each of our non-employee directors with annual cash compensation equal to $100,000, which is payable in equal quarterly installments. In addition, Mr. Wells is eligible to receive $50,000 annually, payable in equal quarterly installments, for serving as chairman of the Board. Members of the Audit Committee are eligible to receive an additional $30,000 annually, payable in cash, and Mr. Frier is eligible to receive $25,000 annually for serving as chairman of the Audit Committee. All non-employee directors are eligible to receive $70,000 in restricted stock unit awards annually. Directors who are our employees receive no further compensation for their service as directors.

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The table below summarizes the compensation paid by us and earned or accrued by directors for the fiscal year ended December 31, 2016.

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EXECUTIVE COMPENSATION

The information in this Executive Compensation section reflects the compensation structure and policies of the Company in effect as of December 31, 2016, unless otherwise noted, all of which information was previously reported in the 2016 Annual Report.

Compensation Discussion and Analysis

Overview of Compensation Program

The Compensation Committee of our Board is responsible for establishing, implementing and continually monitoring adherence with our compensation philosophy. The Compensation Committee also serves as the compensation committee of the board of directors of Affinion. The Compensation Committee strives to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to our executive officers, including the named executive officers, are similar to those provided to executive officers at comparable companies in similarly situated positions.

Named Executive Officers

For 2016, our named executive officers and their respective titles are as follows:

Messrs. Siegel and Miller are named executive officers for 2016 based on their positions with us as chief executive officer and chief financial officer during 2016. Mr. Conforti, Mr. Lazear and Mr. Lyons are named executive officers based on their levels of compensation during 2016.

Compensation Philosophy and Objectives

The Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of our specific annual, long-term and strategic goals, and which aligns executives’ interests with those of our stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. The Compensation Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives at companies with, among other things as discussed in greater detail below, similarly sized revenues. To that end, the Compensation Committee believes executive compensation packages provided by us to our executives, including to our named executive officers, should include both cash and share-based compensation that reward performance as measured against established goals.

Role of Executive Officers in Compensation Decisions

The chief executive officer annually reviews the performance of each of our named executive officers (other than the chief executive officer, whose performance is reviewed by the Compensation Committee). The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual incentive award target and actual payout amounts, are presented to the Compensation Committee, which has the discretion to modify any recommended adjustments or awards to executives.

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The Compensation Committee has final approval over all compensation decisions for our named executive officers and approves recommendations regarding cash and equity awards to all of our officers.

Setting Executive Compensation

Based on the foregoing objectives, the Compensation Committee has structured our annual and long-term incentive cash and share-based executive compensation programs to motivate our executives to achieve the business goals set by us and to reward the executives for achieving these goals. In evaluating executive compensation, the Compensation Committee considers a variety of factors including market demands, internal equity and external surveys which provide insight into and guidance on the pay practices of similar companies. As a general rule, we target total cash compensation at the 50^th percentile of companies with similarly sized revenues. While survey data provides us with a helpful guideline, we do not make compensation decisions based on any single factor.

We have found the Total Remuneration Surveys, produced by Mercer, Inc., provides helpful insight, as it reflects input from over 3,000 companies representing 1,400 positions, in General Industry, Service and Retail with revenues ranging from $100 million to over $10 billion. As we recruit talent from various sectors, the broad view of this survey is valuable. While the survey provides an overall list of participating companies, the data that is provided to us for comparison purposes is based on a subgroup of companies with revenues similar to ours. The identity of these companies is not provided to us. In sum, while we are familiar with the broad range of companies that participate in the survey, we are not provided with, and therefore have not listed, the names of the companies that comprise our comparison group.

Executive Compensation Components

The principal components of compensation for our named executive officers are:

Base Salary

We provide our named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for named executive officers are determined for each executive based on his position and scope of responsibility by using comparative market data. The initial base salary for our named executive officers is established in their employment agreements.

Salary levels are reviewed annually as part of our performance review process as well as upon a promotion or other material change in job responsibility. Merit based increases to salaries of the executives, including our named executive officers, are based on the Compensation Committee’s assessment of the individual’s performance.

In reviewing base salaries of our executives, the Compensation Committee primarily considers:

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The Compensation Committee reviews these criteria collectively but does not assign a weight to any criterion when setting base salaries. Each base salary adjustment is made by the Compensation Committee subjectively based upon the foregoing.

Performance-Based Incentive Compensation

Our annual incentive plan is an annual cash incentive program with payments determined based on performance against measurable annual financial goals. If the applicable performance goals are achieved, the payment of bonuses at target under our annual incentive plan, together with annual base salary, is designed to deliver annual cash compensation to our named executive officers on average at the 50^th percentile of the cash compensation of executives in similarly sized organizations. The annual incentive plan is intended to focus the entire organization on meeting or exceeding Adjusted EBITDA and free cash flow performance goals that are set during the early part of each year and approved by the Compensation Committee, while also providing significant opportunity to reward individual contributions.

We believe that Adjusted EBITDA and adjusted free cash flow measures are clearly understood by both our employees and stockholders, and that achievement of the stated goals is a key component in the creation of long-term value for our stockholders. Except as may be determined by the Compensation Committee, in its sole discretion, no bonuses are payable under the annual incentive plan if the Adjusted EBITDA and adjusted free cash flow performance goals established by the Compensation Committee for that year are not achieved.

For each named executive officer, as well as for each eligible employee, the actual bonus payable for a particular year under the annual incentive plan is bifurcated into a performance-based element and a discretionary element, neither of which is payable if the performance-based element is not achieved unless approved by the Compensation Committee. The performance-based element is based on achieving and exceeding the Adjusted EBITDA and adjusted free cash flow performance goals (a precondition to the payment of the bonus) and the discretionary element is based on the Compensation Committee’s assessment of the individual employee’s performance (weighted at 100%). In assessing the individual performance of our named executive officers, the Compensation Committee, in its discretion, considers the recommendations of our chief executive officer (except in determining the chief executive officer’s bonus) and the following list of factors (the list of factors is not exclusive and no particular weight is assigned to any factor used) and makes its determinations as of the date the bonus is payable: achievement of internal financial and operating targets, including free cash flow and customer growth; improvement of performance and customer satisfaction with our services; improvement of management and organizational capabilities and implementation of long-term strategic plans.

The target bonus percentage (which in the aggregate applies to the discretionary and performance-based elements of the annual incentive bonus, each of which is weighted equally) for our named executive officers is established in their employment agreements or as modified by the Compensation Committee. For 2016, our named executive officers had the following bonus targets based on their respective annual base salaries: Mr. Siegel’s target remained at 150%; Mr. Miller’s target remained at 100%; Mr. Conforti’s target increased from 75% to 100% effective April 1, 2016; Mr. Lazear’s target remained at 100%, and Mr. Lyons’ target remained at 100%.

The Compensation Committee believes that a relatively greater proportion of the chief executive officer’s annual compensation should be subject to the achievement of the performance goals. The Compensation Committee retains the right to pay bonuses to the named executive officers and other employees that are in addition to, or in lieu of, the bonuses described in their employment agreements, which bonuses may be based on company or individual performance goals not reflected in our annual incentive plan or purely discretionary.

For 2016, notwithstanding that our Adjusted EBITDA and adjusted free cash flow goals were not achieved, the Compensation Committee decided to fund a discretionary bonus pool in recognition of the achievement of results for some businesses and the performance of employees during a key transitional year for the Company.

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Such pool has been fully accrued and will be allocated based solely upon individual results and the individual’s impact on the business. On February 22, 2017, the Compensation Committee decided to allocate to our NEOs the following bonuses from the 2016 bonus pool given employee performance: (i) 90% of target (or $830,250) for Mr. Siegel, (ii) 90% of target (or $369,000) for Mr. Miller (iii) 90% of target (or $327,300) for Mr. Conforti, (iv) 81% of target (or $258,400) for Mr. Lazear and (v) 90% of target (or $369,000) for Mr. Lyons.

Long-Term Equity Incentive Compensation

Adoption of 2015 Equity Incentive Plan

On November 9, 2015, the Board adopted, and our stockholders approved, the Affinion Group Holdings, Inc. 2015 Equity Incentive Plan (the “2015 Plan”), under which employees, directors and other service providers of the Company and its affiliates are eligible to receive awards in respect of the Company’s Common Stock. The rationale for the 2015 Plan is to provide a means through which the Company and its affiliates may attract and retain key personnel and to provide a means for directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its affiliates to acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the Company’s stock price. In connection with the adoption of the 2015 Plan, no additional grants will be made under the Affinion Group Holdings, Inc. 2005 Stock Incentive Plan (the “2005 Plan”), the Affinion Group Holdings, Inc. 2007 Stock Award Plan (the “2007 Plan”), or the Webloyalty Holdings, Inc. (“Webloyalty”) 2005 Equity Award Plan (the “Webloyalty 2005 Plan”).

Option Cancellation

On November 9, 2015, in connection with the consummation of the 2015 Exchange Offers (as defined in “Certain Relationships and Related Transactions—The 2015 Transactions”) and 2015 Rights Offering, the Compensation Committee approved the cancellation of all stock options (the “Underwater Options”) previously issued and outstanding under the 2007 Plan and the Webloyalty 2005 Plan. The Underwater Options had a per share exercise price in excess of the then-current fair market value per share of the Company’s Common Stock and as such the Compensation Committee determined that the Underwater Options no longer served as adequate incentive or retention tools for the recipients. Pursuant to the terms of the 2007 Plan and the Webloyalty 2005 Plan, the Underwater Options were canceled in connection with the 2015 Rights Offering. Stock options issued and outstanding under the 2005 Plan were not affected by the cancellation.

Award Adjustments

In addition to the cancellation of the Underwater Options, on November 9, 2015, in connection with the consummation of the 2015 Exchange Offers and 2015 Rights Offering, the Compensation Committee adjusted the terms of stock options (the “2005 Options”) issued and outstanding under the 2005 Plan and retention units (“Retention Units”) issued and outstanding under the 2007 Plan (the “Adjustment”). With respect to each of the 2005 Options, for each share of the Company’s then existing Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) originally underlying the 2005 Option, the award was converted to an option (the “Converted Option”) to acquire 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock. In addition, the exercise price of each 2005 Option was adjusted such that the aggregate exercise price and the aggregate spread of the 2005 Option equals the aggregate exercise price and the aggregate spread of the Converted Option. With respect to the Retention Units, for each share of Class A Common Stock originally underlying the Retention Units, the award was converted into retention units in respect of 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock.

2014 Performance Incentive Award Plan

The 2014 Performance Incentive Award Program (“2014 PIA”), approved by the Compensation Committee on April 1, 2014, was subject to time-based vesting conditions and performance-based vesting conditions,

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including the achievement of certain overall corporate and business unit performance goals, as applicable, during the 2014 calendar year. On March 16, 2015, the Compensation Committee determined that the 2014 performance goals were not achieved at the minimum level to fund the 2014 PIA, thus the awards under this plan were canceled.

2015 Retention Award Program

On March 16, 2015, the Compensation Committee approved the 2015 Retention Award Program (“2015 Retention Program”), an equity and cash incentive award program, intended to encourage the retention of certain key employees. The Compensation Committee approved 2015 Retention Program grants to Mr. Siegel with a fair market value of $1,900,000, Mr. Miller of $500,000, Mr. Conforti of $500,000, Mr. Lazear of $500,000 and Mr. Lyons of $500,000. Fifty percent of each employee’s 2015 Retention Program award was denominated in stock units and the remaining fifty percent was denominated in cash.

The 2015 Retention Program is subject to time-based vesting conditions. An employee will become vested in the stock units and cash components of the 2015 Retention Program in two equal installments on March 15, 2016 and 2017, subject to the employee’s continued employment on those dates. For the March 2016 vesting, fifty percent of the installment was distributed in Class C and Class D Common Stock and fifty percent of the installment was distributed in cash.

2016 Long Term Incentive Plan

On March 9, 2016, the Compensation Committee approved awards under the Affinion Group Holdings, Inc. 2016 Long Term Incentive Program (the “2016 LTIP”), which is a performance-based cash incentive award program designed to reward employees based on overall Company performance and intended to foster retention of approximately 66 key employees of the Company and its subsidiaries. The 2016 LTIP was established pursuant to the 2015 Plan. The awards under the 2016 LTIP (the “2016 Awards”) are denominated in terms of a target cash award value and contain both performance-based and time-based vesting terms and conditions as described below. The performance goals underlying the 2016 LTIP are designed to build value and a strong financial foundation for the Company and position the Company for future growth.

In general, 100% of a 2016 Award is subject to time-based vesting conditions and between 50% to 100% of a 2016 Award is subject to performance-based vesting conditions based on the employee’s seniority level. With respect to our named executive officers and any other employee who is a direct report of our chief executive officer, 100% of the amount of the 2016 Award granted to such person is subject to both performance-based and time-based vesting conditions. Other employees who received 2016 Awards have 50% of their 2016 Awards subject to both performance-based vesting and time-based vesting conditions and the remaining 50% of those 2016 Awards is subject to time-based vesting conditions only. The portion of a 2016 Award that is subject to both performance-based and time-based vesting conditions is referred to as a “Performance Award” and the portion of a 2016 Award that is only subject to time-based vesting conditions is referred to as a “Retention Award.”

With respect to the Performance Award portion of the 2016 Award, the actual amount of the Performance Award in which an employee will be eligible to vest is based on the level of achievement of certain overall corporate and business unit financial performance goals, as applicable. The Performance Award is also based on certain non-financial performance goals, and if such goals are not attained, the Performance Award may be adjusted downward by up to 20%. The determination as to whether such financial and non-financial performance goals have been attained will be made following completion of the 2017 fiscal year. The actual amount of the Performance Award in which the employee will be eligible to vest will then be added to the amount of the employee’s Retention Award and the sum is referred to as the “Total Adjusted Award.”

An employee will become vested in the Total Adjusted Award based on his or her continued service with the Company. The Total Adjusted Award will vest in two (2) installments with 25% vesting on March 15, 2018

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and 75% vesting on March 15, 2019 (each such date, a “Vesting Date”), subject to the employee’s continued service with the Company on each applicable Vesting Date.

The portion of the Total Adjusted Award which becomes vested as of a given Vesting Date will be paid in cash to the employee, subject to applicable tax withholding, as soon as practicable following such Vesting Date but in no event later than the sixtieth (60th) day following such Vesting Date.

Messrs. Siegel, Miller, Conforti, Lazear and Lyons received 2016 Awards with cash values equal to $1,250,000, $500,000, $500,000, $500,000 and $500,000, respectively, in each case, subject to the performance-based and time-based vesting conditions described above.

Stock Options

On March 9, 2016, the Compensation Committee approved grants of stock options under the 2015 Plan to our named executive officers. Messrs. Siegel, Miller, Conforti, Lazear and Lyons received options to purchase 191,000, 66,850, 66,850, 66,850 and 66,850 shares of the Company’s Common Stock, respectively, at an exercise price equal to $13.97 per share. The options granted to our named executive officers become vested in four equal installments on each of the first four anniversaries of the grant date.

Retirement Benefits

Our U.S.-based named executive officers (Mr. Siegel, Mr. Miller, Mr. Lazear and Mr. Lyons) are eligible to participate in our Employee Savings Plan. This plan is a tax-qualified retirement savings plan pursuant to which all U.S. based employees or U.S. expatriates are able to contribute on a before-tax basis the lesser of up to 50% of their annual salary or the limit prescribed by the Internal Revenue Service. We match 100% of the first 4% of each employee’s pay that is contributed to the Employee Savings Plan. All contributions to the Employee Savings Plan as well as any matching contributions are fully vested upon contribution. The Company makes mandatory contributions to a pension plan and executive pension/health fund plan on behalf of Mr. Conforti.

Perquisites

We provide named executive officers with limited perquisites that we and the Compensation Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. Each of the named executive officers is entitled to a car allowance.

The Compensation Committee periodically reviews the levels of perquisites provided to our named executive officers. Attributed costs of the perquisites described above for the named executive officers for fiscal years 2014, 2015 and 2016 are included in column (i) of the “Summary Compensation Table.”

Severance Payments

Employment agreements are currently in effect with Messrs. Siegel, Miller, Conforti, Lazear and Lyons. These employment agreements provide for severance payments in certain circumstances. The employment agreements are designed to promote stability and continuity of senior management.

In the event the employment of any of Messrs. Siegel, Miller, Conforti, Lazear or Lyons is terminated by us without “cause” (including as a result of our nonrenewal of their respective employment agreement) or they terminate their respective employment with us for “good reason,” the terminating executive will be entitled under the severance provisions of his employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as periodic payments in the aggregate equal to: (i) in the case of Mr. Siegel, 200% of the sum of his annual base salary and target bonus, (ii) in the case of either of Mr. Miller,

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Mr. Lazear or Mr. Lyons, 100% of the sum of their respective annual base salary and target bonus, and (iii) in the case of Mr. Conforti, 50% of his annual base salary. If employment of any of Messrs. Siegel, Miller, Conforti, Lazear or Lyons terminates due to death or disability, he will be entitled to a lump sum payment equal to 100% of base salary. Definitions referenced above can be found under the subheading “Employment Agreements” following the Summary Compensation Table.

Information regarding applicable payments under such agreements for the named executive officers is provided under the heading “Potential Payments upon Termination or Change of Control.”

2017 Actions

Base Salary Adjustments and 2016 Bonus Determinations

On February 22, 2017, the Compensation Committee approved 2016 bonus payments to Messrs. Siegel, Miller, Conforti, Lazear and Lyons of $830,250, $369,000, $327,300, $258,400 and $369,000, respectively. On February 22, 2017, the Compensation Committee increased the annual base salary of Mr. Lazear to $340,000, effective April 1, 2017.

Tax and Accounting Implications

Deductibility of Executive Compensation/Internal Revenue Code Section 162(m)

In general, we intend to structure our compensation programs so as to preserve any deductions under Internal Revenue Code Section 162(m). However, we may provide compensation without regard to deductibility under Internal Revenue Code Section 162(m).

Accounting for Share-Based Compensation

The Company accounts for share-based payments under its stock incentive plans in accordance with and to the extent required by FASB Accounting Standards Codification Topic 718, Compensation-Stock Compensation.

Company Risk Assessment

Based on our assessment, we believe that our compensation and benefit programs have been appropriately designed to attract and retain talent and properly incent employees. Although our programs are generally designed to pay-for-performance and to provide incentive-based compensation, the programs contain various mitigating factors to ensure our employees, including our named executive officers, are not encouraged to take unnecessary risks in managing our business. These factors include:

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COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Disclosure and Analysis be included in the 2016 Annual Report and this proxy statement.

THE COMPENSATION COMMITTEE

Skip Victor, Chairman

Rick P. Frier

David L. Resnick

Mark R. Vondrasek

L. Spencer Wells

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Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of our 2016 named executive officers for the fiscal years ended December 31, 2016, 2015 and 2014, to the extent that each of the 2016 named executive officers listed below was a named executive officer for such year(s).

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Grants of Plan-Based Awards in Fiscal Year 2016

The following table presents information regarding the equity awards granted to our named executive officers during fiscal year 2016.

Narrative Accompanying Summary Compensation Table and Grants of Plan-Based Awards Table

The following paragraphs summarize the material terms of the employment agreements of our named executive officers who are currently employed by us. The severance provisions of these agreements are summarized under the heading “Potential Payments upon Termination or Change of Control.”

Todd H. Siegel. Effective as of November 9, 2007, we entered into an employment agreement with Mr. Siegel pursuant to which he served as an Executive Vice President and our General Counsel. Mr. Siegel was appointed as the Company’s Chief Financial Officer as of November 24, 2008. Effective February 17, 2009, Mr. Siegel resigned as General Counsel of the Company; Mr. Siegel served as an Executive Vice President and our Chief Financial Officer until September 20, 2012, at which time he was promoted to Chief Executive Officer. The initial term of the agreement was November 9, 2007 through June 1, 2010. After the initial term, the agreement is subject to automatic one-year renewals unless either party provides at least 90 days’ prior written notice to the other party of its intent not to renew the agreement. Although the agreement reflects an annual base salary of $275,000, Mr. Siegel’s annual base salary was increased to $284,000 on February 26, 2008 pursuant to a compensation committee resolution. Mr. Siegel’s annual base salary was further increased to $350,000 in connection with his promotion to Chief Financial Officer, increased to $600,000 in connection with his promotion to Chief Executive Officer and again increased to $615,000 on February 27, 2015. Mr. Siegel is also eligible for an annual target bonus of 150% of his base salary, subject to the attainment of performance goals established by the Compensation Committee under our annual incentive plan.

Gregory S. Miller. Effective as of December 16, 2013, we entered into an employment agreement with Mr. Miller pursuant to which he has served as Executive Vice President and Chief Financial Officer. The initial term of the employment agreement was from January 20, 2014 through January 20, 2016. After the initial term, the agreement is subject to automatic one-year renewals unless either party provides at least 90 days’ prior written notice to the other party of its intent not to renew the agreement. Under the employment agreement, Mr. Miller’s annual base salary is $410,000 and his annual target bonus is 100% of base salary.

Michele Conforti. Effective as of May 14, 2007, we entered into an employment agreement with Mr. Conforti pursuant to which he served as Executive Vice President and Chief Financial Officer, Affinion International. Effective March 1, 2014, Mr. Conforti was promoted to the role of President and Managing Director, Affinion International and his annual target bonus was increased to 75% of salary. Effective October 25, 2015, Mr. Conforti assumed the role of President and Managing

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Director, Global Customer Engagement. Effective April 1, 2016, Mr. Conforti’s base salary was increased by 5% from €333,196 to €349,856 and his annual target bonus was increased from 75% to 100% of base salary.

Scott Lazear. Effective as of December 27, 2014, we entered into an employment agreement with Mr. Lazear pursuant to which he has served as Executive Vice President and President, Connexions Loyalty. The initial term of the employment agreement was from December 27, 2014 through December 27, 2015. After the initial term, the agreement is subject to automatic one-year renewals unless either party provides at least 90 days’ prior written notice to the other party of its intent not to renew the agreement. Under the employment agreement, Mr. Lazear’s annual base salary is $300,000 and his annual target bonus is 100% of base salary. Effective as of April 1, 2015, Mr. Lazear’s annual base salary was increased to $320,000. Effective April 1, 2017, Mr. Lazear’s annual base salary was increased to $340,000.

Robert Lyons. Effective as of December 27, 2014, we entered into an employment agreement with Mr. Lyons pursuant to which he has served as Executive Vice President and Chief Operating Officer. The initial term of the employment agreement was from December 27, 2014 through December 27, 2016. After the initial term, the agreement is subject to automatic one-year renewals unless either party provides at least 90 days’ prior written notice to the other party of its intent not to renew the agreement. Under the employment agreement, Mr. Lyons’ annual base salary is $410,000 and his annual target bonus is 100% of base salary.

Restrictive Covenants. Each of the named executive officers is subject to restrictive covenants contained in their employment agreements, which are identical to covenants they are subject to in their capacity as stockholders under the Shareholders Agreement, to the extent applicable. Each named executive officer is prohibited from soliciting our employees, customers, suppliers, and licensees for three (3) years following his termination of employment and prohibited from competing with us and our affiliates for two (2) years following termination of employment. Each named executive officer is also subject to post-termination nondisclosure obligations relating to confidential company information.

Stock Incentive Plans

2015 Plan

On November 9, 2015, the Board adopted, and the stockholders of the Company approved, the 2015 Plan, under which employees, directors and other service providers of the Company and its affiliates are eligible to receive awards in respect of the Company’s Common Stock. The rationale for the 2015 Plan is to provide a means through which the Company and its affiliates may attract and retain key personnel and to provide a means for directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its affiliates to acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the Company’s stock price. Upon adoption of the 2015 Plan, no additional grants may be made under the 2005 Plan, the 2007 Plan or the Webloyalty 2005 Plan.

The Board authorized a number of shares of the Company’s Common Stock for grants under the 2015 Plan equal to 1,010,370 shares of the Company’s Common Stock. Grants of non-qualified stock options, incentive (or tax-qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, and/or performance compensation awards may be made under the 2015 Plan. Cash bonus awards may also be granted under the 2015 Plan. The 2015 Plan has a term of ten years and no further awards may be granted under the 2015 Plan after November 9, 2025.

The Compensation Committee (or the Company’s Board acting as the Compensation Committee) administers the 2015 Plan and has the power to grant awards under the 2015 Plan, select eligible persons to receive awards under the 2015 Plan, determine the specific terms and conditions of any award (including price and conditions of vesting), construe and interpret the 2015 Plan, and generally make all other determinations and

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take other actions as may be necessary or advisable for the administration of the 2015 Plan. In the event of a change in control, the Compensation Committee may determine, in its sole discretion, that outstanding options and equity awards (other than performance compensation awards) issued under the 2015 Plan become fully vested and may vest performance compensation awards based on the level of attainment of the specified performance goals. The Committee may also cancel outstanding awards and pay the value of such awards to participants in connection with a change in control.

2005 Plan

On October 17, 2005, the Company adopted its 2005 Plan. The 2005 Plan allows the Company to grant nonqualified stock options, rights to purchase shares of the Company’s Common Stock and awards of restricted shares of the Company’s Common Stock to the Company and its affiliates’ directors, employees and consultants. The 2005 Plan is administered by the Compensation Committee, which has the power to grant awards under the 2005 Plan, select eligible persons to receive awards under the 2005 Plan, determine the specific terms and conditions of any award (including price and conditions of vesting), construe and interpret the provisions of the 2005 Plan, and generally make all other determinations and take other actions as may be necessary or advisable for the administration of the 2005 Plan. Upon adoption of the 2015 Plan, no additional grants may be made under the 2005 Plan.

In the event of a change in control of the Company, the Company may, but is not obligated to, purchase then-outstanding options for a per option amount equal to the amount per share received in respect of the shares sold in the change in control transaction less the option price multiplied by the number of shares subject to the option. Stock awards will have a purchase price as determined by our Compensation Committee and evidenced by an award agreement. The Company may amend or terminate the 2005 Plan at any time, but no such action as it pertains to an existing award may materially impair the rights of an existing holder without the consent of the participant.

Both time and performance-based vesting options have been awarded under the 2005 Plan. On April 1, 2014, the Company modified approximately 2.1 million of the outstanding options under the 2005 Plan, adjusting the exercise price to $1.14 per common share and extending the contractual life of the modified options until April 1, 2024.

2007 Plan

On November 7, 2007, the Board adopted the Company’s 2007 Plan, under which our employees, directors and other service providers are eligible to receive awards of the Company’s Common Stock. The rationale for the 2007 Plan was to provide a means through which the Company and its affiliates may attract and retain key personnel and to provide a means for directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its affiliates to acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the Company’s stock price. Upon adoption of the 2015 Plan, no additional grants may be made under the Company’s 2007 Plan.

The Board authorized 10,000,000 shares of the Company’s Common Stock for grants of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, and/or performance compensation awards under the 2007 Plan. Cash bonus awards may also be granted under the 2007 Plan. The 2007 Plan has a term of ten years and no further awards may be granted under the 2007 Plan after November 7, 2017.

Webloyalty 2005 Plan

In connection with the acquisition of Webloyalty in January 2011, the Company assumed the webloyalty.com, inc. Incentive Stock Option Plan (the “webloyalty.com ISO Plan”), the webloyalty.com, inc.

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Non-Qualified Stock Option Plan (the “webloyalty.com NQ Plan”) and the Webloyalty 2005 Plan. The webloyalty.com ISO Plan, adopted by Webloyalty’s board of directors in February 1999, authorized Webloyalty’s board of directors to grant awards of incentive stock options to directors and employees of, and consultants to, Webloyalty. Unless otherwise determined by Webloyalty’s board of directors, options granted under the webloyalty.com ISO Plan were to have an exercise price no less than the fair market value of a share of the underlying common stock on the date of grant. The Webloyalty board of directors was authorized to grant shares of Webloyalty’s common stock under the webloyalty.com ISO Plan over a ten year period. As of December 31, 2014, there were no outstanding options under the webloyalty.com ISO Plan. No additional grants may be made under the webloyalty.com ISO Plan.

The webloyalty.com NQ Plan, adopted by Webloyalty’s board of directors in February 1999, as amended and restated in February 2004, authorized Webloyalty’s board of directors to grant awards of stock options to directors and employees of, and consultants to, Webloyalty. The Webloyalty board of directors was authorized to grant shares of Webloyalty’s common stock under the webloyalty.com NQ Plan over a ten year period. As of December 31, 2014, there were no outstanding stock options to acquire shares of the Company’s Common Stock granted under the webloyalty.com NQ Plan. No additional grants may be made under the webloyalty.com NQ Plan.

The Webloyalty 2005 Plan, adopted by Webloyalty’s board of directors in May 2005, authorized Webloyalty’s board of directors to grant awards of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses and performance compensation awards or any combination of these awards to directors and employees of, and consultants to, Webloyalty. Unless otherwise determined by Webloyalty’s board of directors, incentive stock options granted under the Webloyalty 2005 Plan were to have an exercise price no less than the fair market value of a share of the underlying common stock on the date of grant and nonqualified stock options granted under the Webloyalty 2005 Plan were to have an exercise price no less than the par value of a share of Webloyalty’s common stock on the date of grant. The Webloyalty board of directors was authorized to grant shares of Webloyalty’s common stock under the Webloyalty 2005 Plan over a ten year period. On April 1 2014, the Company modified approximately 0.5 million of the outstanding options under the Webloyalty 2005 Plan, adjusting the exercise price to $1.14 per common share and extending the contractual life of the modified options until April 1, 2024. As of December 31, 2016, after conversion of the outstanding options under the Webloyalty 2005 Plan into options to acquire shares of the Company’s Common Stock, there were options to acquire 0.5 million shares of the Company’s Common Stock at exercise prices ranging from $1.14 to $7.32. Substantially all of the outstanding options were vested as of December 31, 2016 and expire between March 2015 and April 2024.

Option Cancellation

On November 9, 2015, in connection with the consummation of the 2015 Exchange Offers and 2015 Rights Offering, the Compensation Committee approved the cancellation of the Underwater Options, which were all stock options previously issued and outstanding under the 2007 Plan and the Webloyalty 2005 Plan. The Underwater Options had a per share exercise price in excess of the then-current fair market value per share of the Company’s Common Stock and as such the Compensation Committee determined that the Underwater Options no longer served as adequate incentive or retention tools for the recipients. Pursuant to the terms of the 2007 Plan and the Webloyalty 2005 Plan, the Underwater Options were canceled in connection with the 2015 Rights Offering.

Award Adjustment

On November 9, 2015, in connection with the consummation of the 2015 Exchange Offers and 2015 Rights Offering, the Compensation Committee adjusted the terms of the 2005 Options issued and outstanding under the 2005 Plan and the Retention Units issued and outstanding under the 2007 Plan. With respect to each of the 2005 Options, for each share of Class A Common Stock originally underlying the 2005 Option, the award was converted to the Converted Option to acquire 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock. In addition, the exercise price of each 2005 Option was adjusted such that the aggregate exercise price and the aggregate spread of the 2005 Option equals the aggregate exercise price and the aggregate

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spread of the Converted Option. With respect to the Retention Units, for each share of Class A Common Stock originally underlying the Retention Units, the award was converted into retention units in respect of 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock.

2014 PIA Program

On April 1, 2014, the Compensation Committee approved the 2014 PIA Program, an equity and cash incentive award program consisting of performance incentive units (“PIUs”) and a cash incentive award (“CIA”). Each 2014 PIA entitles the participant to one share of the Company’s Common Stock for each PIU and a cash payment in respect of the CIA, in each case, subject to applicable withholding taxes, when the applicable vesting conditions for the award are met.

The 2014 PIA was subject to certain performance factors and time-based vesting conditions. First, the maximum number of PIUs and the maximum amount of the CIA into which a participant was eligible to vest would have been determined based on the achievement of certain overall corporate and business unit performance goals, as applicable, during the 2014 calendar year. Second, the participant would have become vested in his or her PIUs and CIA, as adjusted based on actual 2014 performance, based on continued service with the Company. A participant’s PIUs and CIA, as adjusted based on actual 2014 performance, would have vested in three (3) substantially equal installments on each of March 15, 2015, March 15, 2016 and March 15, 2017, subject to the participant’s continued service on each applicable date. For each PIU that actually became vested, a participant would have received one share of the Company’s Common Stock and for the portion of the CIA that actually vests, the participant would have received an amount in cash equal to such vested portion of the CIA, in each case, subject to applicable tax withholding.

On March 16, 2015, the Compensation Committee determined that the 2014 PIA Program performance goals were not achieved at the minimum level to fund the 2014 PIA and, accordingly, all awards under the 2014 PIA Program were canceled.

2015 Retention Award Program

On March 16, 2015, the Compensation Committee approved the 2015 Retention Program, an equity and cash incentive award program, intended to encourage the retention of certain key employees. Each retention unit issued pursuant to the 2015 Retention Program entitles the participant to one share of the Company’s Common Stock on settlement when the applicable vesting conditions for the award are met. In addition, participants were issued cash awards under the 2015 Retention Program, which pay out in cash, subject to applicable withholding taxes, when the applicable vesting conditions for the award are met. A participant’s 2015 Retention Program award will vest in two (2) equal installments on each of March 15, 2016 and 2017, subject to the participant’s continued service on each applicable date.

On November 9, 2015, in connection with the consummation of the 2015 Exchange Offers and 2015 Rights Offering, each share of stock subject to the 2015 Retention Program was converted into 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock. All other terms of the 2015 Retention Program remain unchanged.

2016 Long Term Incentive Plan

On March 9, 2016, the Compensation Committee approved the 2016 LTIP, a cash incentive award program. The 2016 LTIP is subject to certain performance-based vesting and time-based vesting conditions. First, the actual amount of the LTIP award in which a participant is eligible to vest will be determined based on the achievement of certain overall corporate and business unit financial and non-financial performance goals, which will be assessed following the completion of the 2017 fiscal year. Second, the participant will become vested in the LTIP award in two installments with 25% vesting on March 15, 2018 and 75% vesting on March 15, 2019, subject to the employee’s continued employment on those dates.

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Outstanding Equity Awards at 2016 Fiscal Year End

The following table presents information regarding the outstanding equity awards held by each named executive officer at the end of fiscal year 2016. As described above, on November 9, 2015, in connection with the consummation of the 2015 Exchange Offers and 2015 Rights Offering, the Compensation Committee adjusted the terms of the 2005 Options and the Retention Units. With respect to each of the 2005 Options, for each share of Class A Common Stock originally underlying the 2005 Option, the award was converted to the Converted Option to acquire 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock. In addition, the exercise price of each 2005 Option was adjusted such that the aggregate exercise price and the aggregate spread of the 2005 Option equals the aggregate exercise price and the aggregate spread of the Converted Option. With respect to the Retention Units, for each share of Class A Common Stock originally underlying the Retention Units, the award was converted into retention units in respect of 0.003775 shares of Class C Common Stock and 0.003974 shares of Class D Common Stock. All numbers in this table relating to the 2005 Options and Retention Units have been adjusted to reflect the foregoing.

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The Tranche B options vested on the eighth anniversary of the grant date, or, if earlier, would have vested on the date on which a 20% or greater investor internal rate of return was realized.

The Tranche C options vested on the eighth anniversary of the grant date or, if earlier, would have vested on the date on which a 30% or greater investor internal rate of return was realized.

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Stock Vested in Fiscal Year 2016

The following table summarizes the vesting of stock, including restricted stock, restricted stock units and similar instruments, by each of our named executive officers during the fiscal year ended December 31, 2016.

Potential Payments Upon Termination of Employment or Change in Control

The tables below reflect the amount of compensation that would be payable to each of our named executive officers in the event of the termination of such executive’s employment as provided under the named executive officers’ employment agreements in effect for 2016. The amount of compensation payable to each named executive officer upon termination for good reason, retirement, termination without cause, the named executive officer’s disability or death or in the event of a change of control, is shown below. The amounts shown assume that such termination was effective as of December 31, 2016, and thus includes amounts earned through such time and are estimates of the amounts that would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such executive’s separation from us. Outstanding unvested equity awards are generally not automatically accelerated upon a change of control.

Payments Made Upon Termination, Generally

Regardless of the manner in which a named executive officer’s employment terminates, he is entitled to receive amounts earned during his term of employment. Such amounts include:

Payments Made Upon Retirement

In the event of the retirement of a named executive officer, in addition to the items identified above he will continue to be able to exercise vested options granted under the Company’s 2015 Plan for ninety (90) days following termination of employment (or such longer period as provided under the applicable plan documents and award agreements).

Payments Made Upon Termination due to Death or Disability

In the event of the death or disability of a named executive officer, in addition to the benefits listed under the headings “Payments Made Upon Termination, Generally” and “Payments Made Upon Retirement” above, the named executive officer will receive benefits under our disability plan or payments under our life insurance plan, as applicable.

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The tables below reflect that Messrs. Siegel, Miller, Conforti, Lazear and Lyons would have been entitled under their respective employment agreements to a lump sum payment equal to 100% of the respective executive’s base salary upon the executive’s termination of employment on account of death or disability.

Payments Made Upon Termination “Without Cause” or Termination for “Good Reason”

Pursuant to the executives’ employment agreements, if an executive’s employment is terminated “without cause,” or if the executive terminates employment in certain circumstances defined in the agreement that constitute “good reason,” or the executive’s employment is terminated by us for cause or by reason of death or disability, the named executive officers will receive the benefits set forth under the heading “Payments Made Upon Termination, Generally” and in the following tables.

“Good reason” generally means: (i) our material failure to fulfill our obligations under the executive’s employment agreement, (ii) a material and adverse change to, or a material reduction of, the executive’s duties and responsibilities, (iii) a reduction in the executive’s annual base salary or target bonus (excluding any reduction related to a broader compensation reduction that is not limited to executive specifically and that is not more than 10% in the aggregate or any reduction to which the executive consents) or (iv) the relocation of the executive’s primary office to a location more than 35 miles from his current work location. We have a 30 day cure right following timely notice from the executive of any event constituting good reason.

“Cause” generally means: the executive’s (i) conviction of a felony or a crime of moral turpitude; (ii) conduct that constitutes fraud or embezzlement; (iii) willful misconduct or willful gross neglect; (iv) continued willful failure to substantially perform his duties; or (v) his material breach of his employment agreement. The executive has certain cure rights with respect to the acts set forth in (iv) and (v).

The named executive officers are only entitled to receive severance payments so long as they comply with their restrictive covenants regarding non-disclosure of confidential information, non-solicitation of employees, non-competition, and proprietary rights, each during and for specified periods after employment.

Payment of severance is conditioned on the named executive officer or such executive officer’s legal representative executing a separation agreement and general release of claims against us and our affiliates.

Todd H. Siegel

In the event Mr. Siegel’s employment is terminated by us without cause (including as a result of our non-renewal of the agreement) or he terminates his employment with us for good reason, he will be entitled under the severance provisions of his employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as the payment in six quarterly installments commencing on the date of termination of an amount equal to 200% of the aggregate amount of his annual base salary and target bonus. If Mr. Siegel’s employment is terminated due to death or disability, he will be entitled to a lump sum payment equal to 100% of his base salary. In the event Mr. Siegel violates any of the restrictive covenants he will have no further right to receive any severance payments.

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The following table shows the potential payments upon termination of Mr. Siegel’s employment on December 31, 2016 under the circumstances described above:

Gregory S. Miller

In the event Mr. Miller’s employment is terminated by us without cause (including as a result of the non-renewal of his employment agreement) or he terminated his employment with us for good reason, he will be entitled under the severance provisions of the employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as the payment in 24 monthly installments commencing on the date of termination of an amount equal to 100% of the aggregate amount of his annual base salary and target bonus. If Mr. Miller’s employment is terminated due to death or disability, he will be entitled to a lump sum payment equal to 100% of his base salary. In the event Mr. Miller violates any of the restrictive covenants he will have no further right to receive any severance payments.

The following table shows the potential payments upon termination of Mr. Miller’s employment on December 31, 2016 under the circumstances described above:

Michele Conforti

In the event Mr. Conforti’s employment is terminated by us without cause (including as a result of the non-renewal of his employment agreement) or he terminated his employment with us for good reason, he will be entitled under the severance provisions of the employment agreement to a lump sum payment of any unpaid

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annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as the payment of an amount equal to 100% of the aggregate amount of his annual base salary. In the event Mr. Conforti violates any of the restrictive covenants he will have no further right to receive any severance payments.

The following table shows the potential payments upon termination of Mr. Conforti’s employment on December 31, 2016 under the circumstances described above:

Scott Lazear

In the event Mr. Lazear’s employment is terminated by us without cause (including as a result of the non-renewal of his employment agreement) or he terminated his employment with us for good reason, he will be entitled under the severance provisions of the employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as the payment in 24 monthly installments commencing on the date of termination of an amount equal to 100% of the aggregate amount of his annual base salary and target bonus. If Mr. Lazear’s employment is terminated due to death or disability, he will be entitled to a lump sum payment equal to 100% of his base salary. In the event Mr. Lazear violates any of the restrictive covenants he will have no further right to receive any severance payments.

The following table shows the potential payments upon termination of Mr. Lazear’s employment on December 31, 2016 under the circumstances described above:

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Robert Lyons

In the event Mr. Lyons’ employment is terminated by us without cause (including as a result of the non-renewal of his employment agreement) or he terminated his employment with us for good reason, he will be entitled under the severance provisions of the employment agreement to a lump sum payment of any unpaid annual base salary through the date of termination and any bonus earned but unpaid for any fiscal year ended prior to the year in which the date of termination occurs, as well as the payment in 24 monthly installments commencing on the date of termination of an amount equal to 100% of the aggregate amount of his annual base salary and target bonus. If Mr. Lyons’ employment is terminated due to death or disability, he will be entitled to a lump sum payment equal to 100% of his base salary. In the event Mr. Lyons violates any of the restrictive covenants he will have no further right to receive any severance payments.

The following table shows the potential payments upon termination of Mr. Lyons’ employment on December 31, 2016 under the circumstances described above:

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PROPOSAL 2:

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has selected PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm to audit the Company’s books and accounts for the fiscal year ending December 31, 2017, subject to ratification by the stockholders. Effective June 1, 2016, our Audit Committee appointed PwC to serve as the independent registered public accounting firm of the Company and dismissed Deloitte & Touche LLP (“D&T”), our previous independent registered public accounting firm for the year ended December 31, 2015. PwC is considered by the Audit Committee and the management of the Company to be well qualified. Representatives of PwC are expected to be present at the meeting with the opportunity to make a statement and to respond to appropriate questions. Stockholder ratification of the appointment of PwC as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board is submitting the appointment of PwC to the stockholders for ratification as a matter of good corporate practice. If this appointment is not ratified by our stockholders, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee, which is solely responsible for appointing and terminating our independent registered public accounting firm, may in its discretion direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Independent Registered Public Accounting Firm Fees

Fees for professional services provided by PwC for fiscal year 2016, including related expenses, are as follows:

Fees for professional services provided by our former independent registered public accounting firm, D&T, for fiscal years 2016 and 2015, including related expenses, are as follows:

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Audit Committee Approval of Audit and Non-Audit Services

All of PwC’s fees for 2016 and D&T’s fees for 2016 and 2015 were pre-approved by our Audit Committee. The Audit Committee reviewed the 2016 and 2015 audit and non-audit services and concluded that such services were compatible with maintaining the auditors’ independence. The Audit Committee’s policy is to pre-approve all services by the Company’s independent accountants. The Audit Committee has adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax and other non-audit services that may be provided by PwC to the Company. The policy (a) identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that PwC’s independence is not impaired; (b) describes the audit, audit-related, tax and other services that may be provided and the non-audit services that are prohibited; and (c) sets forth pre-approval requirements for all permitted services. Under the policy, all services to be provided by PwC must be pre-approved by the Audit Committee.

Change in Independent Auditor

As previously reported, the Audit Committee of the Board completed a competitive bidding process to review the appointment of the Company’s independent registered public accounting firm for the 2016 fiscal year. As a result of this process and following careful deliberation, on May 31, 2016, the Audit Committee approved (i) the dismissal of D&T, effective as of June 1, 2016, as the Company’s independent registered public accounting firm and (ii) the appointment of PwC, effective as of June 1, 2016, to serve as the Company’s new independent registered public accounting firm to audit the Company’s financial statements as of and for the year ended December 31, 2016.

The reports of D&T on the financial statements of the Company as of and for the fiscal years ended December 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s fiscal years ended December 31, 2015 and 2014, and the subsequent interim period through June 1, 2016, (i) the Company had no disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to D&T’s satisfaction, would have caused D&T to make reference to the subject matter of such disagreements in connection with its reports on the financial statements of the Company for such years and (ii) there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided D&T with a copy of certain of the foregoing disclosure and requested that D&T furnish the Company with a letter addressed to the SEC stating whether or not D&T agrees with the statements above concerning D&T. A copy of D&T’s letter, dated June 2, 2016, was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K, which was filed with the SEC on June 2, 2016.

During the fiscal years ended December 31, 2015 and 2014, and the subsequent interim period through June 1, 2016, neither the Company, nor any person on its behalf, consulted PwC with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by PwC that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Vote Required

Ratification of PwC as our independent registered public accounting firm for the year ending December 31, 2017, requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at

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a meeting at which a quorum is present. Abstentions are deemed to be votes cast and have the same effect as a vote “AGAINST” the proposal. This proposal is considered a routine or “discretionary” matter on which your broker, bank or other agent will be able to vote on your behalf even if it does not receive instructions from you; therefore, no broker non-votes are expected to exist in connection with this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board was comprised of the following non-employee directors at the end of 2016: Rick P. Frier (Chairman), L. Spencer Wells, David L. Resnick, Skip Victor and Mark R. Vondrasek. The Company is not a listed issuer whose securities are listed on a national securities exchange or in an inter-dealer quotation system which has requirements that members of our Audit Committee be independent. However, the Company’s Board has determined that each of the members of the Audit Committee is independent as defined under the New York Stock Exchange rules, except for Mr. Resnick, and each is financially literate and has experience analyzing or evaluating financial statements. The Company’s Board has also determined that each of Messrs. Frier, Resnick and Wells is an “audit committee financial expert” within the meaning of applicable SEC regulations.

The Audit Committee operates under a written charter adopted by the Board, which is evaluated annually. The charter of the Audit Committee is included in Appendix A of this proxy statement. The Audit Committee selects, evaluates and, where deemed appropriate, replaces the Company’s independent registered public accounting firm. The Audit Committee also pre-approves all audit services, engagement fees and terms and all permitted non-audit services.

Management is responsible for the Company’s internal controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and issuing a report on the Company’s consolidated financial statements. The Audit Committee’s responsibility is to monitor and oversee these processes.

The Audit Committee reviewed the Company’s audited financial statements for fiscal 2016 and met and held discussions with management and the independent registered public accounting firm, PwC. Management represented to the Audit Committee, and PwC concurred, that the Company’s consolidated financial statements for fiscal 2016 were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee discussed the consolidated financial statements with PwC. The Audit Committee discussed with PwC matters required to be discussed by Auditing Standard No. 1301 (formerly Auditing Standard No. 16), “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board, or PCAOB.

PwC also provided to the Audit Committee its letter required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with PwC the accounting firm’s independence.

Based upon the Audit Committee’s review and discussions set forth above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.

Respectfully submitted,

Rick P. Frier, Chairman

L. Spencer Wells

David L. Resnick

Skip Victor

Mark R. Vondrasek

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