false 0001592058 0001592058 2020-07-02 2020-07-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 2, 2020

 

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)

 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, par value $0.01/share

 

PRTY

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 2, 2020, Party City Holdco Inc. (the “Company”) appointed Todd Vogensen, age 50, who has served as the Company’s Chief Financial Officer since February 2020, to also serve as the Company’s Chief Accounting Officer and Principal Accounting Officer, replacing Michael Correale, who served as the Company’s Chief Accounting Officer and Principal Accounting Officer from August 2016 until his resignation on July 2, 2020.

Information regarding Mr. Vogensen required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K was previously disclosed in the Company’s proxy statement filed on April 27, 2020 and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 2, 2020, the Company held its annual meeting of stockholders (the “Annual Meeting”) at which a quorum was present. At the Annual Meeting, the matters set forth below were submitted to votes of the Company’s stockholders.

1. Election of Directors – The Company’s stockholders elected the following ten nominees as directors for one-year terms expiring at the 2021 annual meeting of stockholders: Steven J. Collins, James G. Conroy, William S. Creekmuir, John A. Frascotti, James M. Harrison, Lisa K. Klinger, Norman S. Matthews, Michelle Millstone-Shroff, Morry J. Weiss and Bradley M. Weston. The number of votes cast for and withheld, as well as the number of broker non-votes, for each nominee were as follows:

Nominee

 

For

   

Withheld

   

Broker Non-Votes

 

Steven J. Collins

   

21,135,450

     

13,910,841

     

40,426,990

 

James G. Conroy

   

31,111,506

     

3,934,785

     

40,426,990

 

William S. Creekmuir

   

28,801,522

     

6,244,769

     

40,426,990

 

John A. Frascotti

   

33,748,668

     

1,297,623

     

40,426,990

 

James M. Harrison

   

27,725,791

     

7,320,500

     

40,426,990

 

Lisa K. Klinger

   

33,913,628

     

1,132,663

     

40,426,990

 

Norman S. Matthews

   

19,951,081

     

15,095,210

     

40,426,990

 

Michelle Millstone-Shroff

   

33,990,881

     

1,055,410

     

40,426,990

 

Morry J. Weiss

   

14,691,365

     

20,354,926

     

40,426,990

 

Bradley M. Weston

   

34,057,807

     

988,484

     

40,426,990

 

2. Approval of the Proposed Amendment and Restatement of the Amended and Restated 2012 Omnibus Equity Incentive Plan – The Company’s stockholders voted to approve the amendment and restatement of the Company’s Amended and Restated 2012 Omnibus Equity Incentive Plan. The number of votes cast for and against the proposal, as well as the number of abstentions and broker non-votes, were as follows:

For

 

Against

   

Abstentions

   

Broker Non-Votes

 

33,525,180

   

1,102,925

     

418,186

     

40,426,990

 

3. Approval of the Proposed Amendment to the Second Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split – The Company’s stockholders voted to authorize the Company’s Board of Directors, in its sole discretion, to file an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio ranging between 1-for-3 and 1-for-20. As of the date hereof, the Company’s Board of Directors has not made any determination on the filing of such amendment. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows:

For

 

Against

   

Abstentions

 

71,135,136

   

4,148,028

     

190,117

 


4. Ratification of Appointment of Independent Registered Pubic Accounting Firm – The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows:

For

   

Against

   

Abstentions

 
 

72,682,602

     

1,395,228

     

1,395,451

 

Item 7.01. Regulation FD Disclosure.

On July 7, 2020 the Company issued a press release announcing that the Company received written notification from the New York Stock Exchange (the “NYSE”) confirming that the Company has regained compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”). The Company regained compliance under Section 802.01C after its closing share price on June 30, 2020 and its average closing share price for the 30 trading-day period ending June 30, 2020 both exceeded $1.00.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

10.1

   

Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan

         
 

99.1

   

Press Release dated July 7, 2020

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

 

 

PARTY CITY HOLDCO INC.

             

Date: July 7, 2020

 

 

By:

 

/s/ Todd Vogensen

 

 

 

Todd Vogensen

 

 

 

Chief Financial Officer

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