Party City Holdco (PRTYQ) 8-K Submission of Matters to a Vote of Security Holders

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): June 10, 2021

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

On June 10, 2021, Party City Holdco Inc. (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 eleven nominees as directors for one-year terms expiring at the 2022 annual meeting of stockholders: Joel Alsfine, Steven J. Collins, James G. Conroy, William S. Creekmuir, Sarah Dodds-Brown, Jennifer Fleiss, John A. Frascotti, James M. Harrison, Norman S. Matthews, Michelle Millstone-Shroff, 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
Joel Alsfine		51,136,754		132,396		20,730,485
Steven J. Collins		41,817,318		9,451,832		20,730,485
James G. Conroy		38,028,381		13,240,769		20,730,485
William S. Creekmuir		51,124,092		145,058		20,730,485
Sarah Dodds-Brown		51,147,687		121,463		20,730,485
Jennifer Fleiss		51,147,582		121,568		20,730,485
John A. Frascotti		51,124,493		144,657		20,730,485
James M. Harrison		47,879,845		3,389,305		20,730,485
Norman S. Matthews		39,922,806		11,346,344		20,730,485
Michelle Millstone-Shroff		50,997,530		271,620		20,730,485
Bradley M. Weston		51,124,422		144,728		20,730,485

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
50,407,058	422,299	439,793	20,730,485

3. 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, 2021. The number of votes cast for and against the proposal, as well as the number of abstentions, were as follows:

For	Against	Abstentions
71,803,386	109,441	86,808

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

10.1	Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan
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: June 11, 2021	By:	/s/ Todd Vogensen
		Todd Vogensen
		Chief Financial Officer