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
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.
99.1 Press Release, dated October 19, 2020.
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