Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Election of Directors
On October 15, 2020, the board of directors (the “Board”) of
Party City Holdco Inc. (the “Company”) elected Sarah Dodds-Brown to
the Board. The Board increased the size of the Board from eleven to
twelve members and appointed Ms. Dodds-Brown to fill the
vacancy. Ms. Dodds-Brown will hold office until the 2021
annual meeting of shareholders and until her successor is elected
and qualified. Ms. Dodds-Brown was also appointed to the audit
committee of the Board.
Ms. Dodds-Brown will receive compensation for her service as a
member of the Board in accordance with the Company’s non-employee director compensation
policy. Pursuant to this policy Ms. Dodds-Brown will receive
(i) an annual cash retainer of $75,000 for service as a Board
member and (ii) an annual grant of restricted stock units
(“RSUs”) equal to $125,000 (based on the aggregate value of the
underlying shares on the date of grant), which will fully vest on
the date of the annual meeting of stockholders following the date
of grant. In connection with her appointment to the Board,
Ms. Dodds-Brown received a grant of 30,000 RSUs.
Ms. Dodds-Brown was not selected as a director pursuant to any
arrangement or understanding with the Company or any other person.
Since the beginning of the Company’s last fiscal year through the
present, there have been no transactions with the Company, and
there are currently no proposed transactions with the Company, in
which the amount involved exceeds $120,000 and in which
Ms. Dodds-Brown had or will have a direct or indirect material
interest within the meaning of Item 404(a) of Regulation
Additionally, Ms. Dodds-Brown entered into the Company’s
standard indemnification agreement with the Company, the terms of
which are described in the Company’s Registration Statement on Form
S-1 (File No. 333-193466) (the “Registration
Statement”) and a form of such agreement was filed as Exhibit 10.2
to the Registration Statement.
Item 7.01. Regulation FD Disclosure.
On October 19, 2020, the Company issued a press release
announcing the appointment of Ms. Dodds-Brown to the Board. A
copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
The information (including Exhibit 99.1) being furnished pursuant
to this “Item 7.01 Regulation FD Disclosure” shall not be deemed to
be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section and shall not be deemed
to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act regardless
of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.