Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 15, 2016

PARTY CITY HOLDCO INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37344

46-0539758

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

80 Grasslands Road

Elmsford, New York

10523

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (914) 345-2020

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K dated June 21, 2016 filed by Party City Holdco Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Original Form 8-K”). The Original Form 8-K reported final voting results of the Company’s 2016 Annual Meeting of Stockholders held on June 15, 2016 (the “2016 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve compensation of the Company’s named executive officers (the “say-on-pay vote”). No other changes have been made to the Original Form 8-K.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

As previously reported in the Original 8-K, in a non-binding advisory vote on the frequency of future say-on-pay votes held at the 2016 Annual Meeting, 14,462,699 shares voted for a vote every year, 1,211,664 shares voted for a vote every two years, 93,621,247 shares voted for a vote every three years, 76,114 shares abstained and there were 1,648,576 broker non-votes. The Company’s board of directors has considered the outcome of this advisory vote and has determined that the Company will hold future say-on-pay votes every three years until the occurrence of the next advisory vote on the frequency of the say-on-pay vote or until the board of directors determines that a different frequency for such advisory vote is in the best interest of the Company’s stockholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.