| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 17, 2019, Party City Holdco Inc. (the “Company”) announced that Brad Weston, age 54, will be joining the Company as President of the Company and the Chief Executive Officer of Party City Retail Group, effective July 25, 2019.
Mr. Weston most recently served as the president and chief executive officer of Petco Holdings Inc. (“Petco”) from January 2017 through June 2018. Previously, he served in a number of other roles at Petco, holding the position of president and chief merchandising officer from June 2015 to January 2018 and earlier as executive vice president and chief merchandising officer from 2012 through June 2015. Prior to joining Petco, Mr. Weston spent five years in a variety of roles at Dick’s Sporting Goods, most recently as chief merchandising officer. Mr. Weston started his career at May Department Stores, where he held numerous roles of increasing responsibility from 1988 through 2006. Mr. Weston currently serves on the board of directors of Boot Barn Holdings, Inc. and the National Retail Federation. Mr. Weston holds a bachelor of science degree in business administration from the University of California, Berkeley.
In connection with Mr. Weston’s employment, the Company expects to enter into an employment agreement (the “Agreement”) with Mr. Weston governing the terms of his employment. The agreement will be effective as of July 25, 2019 (the “Effective Date”) and runs through December 31, 2022 unless terminated sooner pursuant to the terms of the Agreement. Under the Agreement, Mr. Weston will receive an initial base salary of $900,000 per year and is eligible for an annual bonus target of 100% of his base salary. In addition, pursuant to the terms of the Agreement, on the Effective Date the Company will grant Mr. Weston an award of options to purchase 300,000 shares of the Company’s common stock. The options will be eligible to vest as to 33% of the shares on each of the first three anniversaries of the Effective Date. Vesting of the award is subject to Mr. Weston’s continued service with the Company through the relevant date. Pursuant to the Agreement, Mr. Weston will also be entitled to certain relocation benefits and a car allowance.
In the event that Mr. Weston’s employment is terminated by the Company without cause or he quits for good reason not in connection with a change in control, subject to his execution of a general release, he will receive 18 months’ base salary (24 months’ base salary if he is then serving as Chief Executive Officer of the Company), a pro rata annual bonus for the year of termination based on actual performance, and hissign-on options will accelerate by 18 months (24 months’ annual base salary if he is then serving as Chief Executive Officer of the Company). In the event Mr. Weston’s employment is terminated by the Company without cause or he quits for good reason within the period that begins six months prior to a change in control and ends 24 months following a change in control, he will be entitled to two times’ the sum of his annual base salary plus his target annual bonus, a pro rata annual bonus for the year of termination based on actual performance, subsidized COBRA benefits for 24 months, full vesting of hissign-on options and any other time-based equity awards he may then hold, and his performance-based equity awards will generally be treated as earned at target levels and will vestpro-rata based on how much of the performance period has elapsed prior to the termination of employment. Mr. Weston will be bound bynon-competition,non-solicitation and confidentiality provisions under the Agreement.
| Item 7.01. | Regulation FD Disclosure. |
A copy of the Company’s press release announcing Mr. Weston’s appointment is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
