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MarketScreener Homepage  >  Equities  >  Nyse  >  Party City Holdco Inc.    PRTY


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PARTY CITY HOLDCO INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

10/19/2020 | 04:22pm EST

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 S-K.

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.

(d) Exhibits

    99.1     Press Release, dated October 19, 2020.


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