PARTY CITY HOLDCO INC. (Name of Registrant As Specified in Its Charter)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 PARTY CITY HOLDCO INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filin. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: Table of Contents PARTY CITY HOLDCO INC. 80 Grasslands Road Elmsford, NY 10523 April 27, 2020 Dear Stockholder: We cordially invite you to attend our 2020 Annual Meeting of Stockholders on Thursday, June 11, 2020, at 8:30 a.m. (eastern daylight time), to be held by virtual meeting format at www.virtualshareholdermeeting.com/PRTY2020. We hope that you will be able to attend. Securities and Exchange Commission rules allow companies to furnish proxy materials to their stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. In accordance with these rules, we have sent a Notice of Internet Availability of Proxy Materials to each of our stockholders providing instructions on how to access our proxy materials and fiscal 2019 Annual Report over the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials. Details regarding how to access the virtual meeting are described in the Notice of Internet Availability of Proxy Materials you received in the mail and in this proxy statement. We have also made available a copy of our fiscal 2019 Annual Report with this proxy statement. We encourage you to read our fiscal 2019 Annual Report. It includes our audited financial statements and provides information about our business and products. Your vote is very important to us. Whether or not you plan to attend the meeting online, your shares should be represented and voted. Sincerely, Bradley M. Weston President and Chief Executive Officer Table of Contents PARTY CITY HOLDCO INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2020 The Annual Meeting of Stockholders (the “Annual Meeting”) of Party City Holdco Inc. (the “Company” or “Party City”) will be held by virtual meeting format at www.virtualshareholdermeeting.com/PRTY2020 on Thursday, June 11, 2020, at 8:30 a.m. (eastern daylight time), for the following purposes as further described in the proxy statement accompanying this notice: 1) To elect ten (10) directors named in this proxy statement, each to hold office until the Company’s annual meeting of stockholders in 2021, or until his or her successor has been duly elected and qualified; 2) To consider and act upon the approval of the amendment and restatement of the Company’s Amended and Restated 2012 Omnibus Incentive Plan; 3) To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, at a reverse stock split ratio ranging between 1-for-3 and 1-for-20, with an exact ratio as may be determined by our Board in its sole discretion at a later date (the “Reverse Stock Split”); 4) To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal 2020; and 5) To consider any other business properly brought before the meeting. Stockholders of record at the close of business on April 14, 2020 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof. To attend the Annual Meeting, you must demonstrate that you were a Party City stockholder as of the close of business on April 14, 2020 or hold a valid proxy for the Annual Meeting from any such stockholder. Due to the ongoing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees and stockholders, this year our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PRTY2020. You will also be able to vote your shares electronically at the Annual Meeting. Details regarding how to attend the meeting online are more fully described in the Notice of Meeting and proxy statement. By Order of the Board of Directors Joseph J. Zepf Secretary Elmsford, NY April 27, 2020 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on June 11, 2020: This proxy statement and our fiscal 2019 Annual Report to stockholders are available at www.proxyvote.com as well as on the Investor Relations section of our website at investor.partycity.com. Table of Contents TABLE OF CONTENTS PROXY STATEMENT 1 CORPORATE GOVERNANCE 6 Leadership of the Board 6 Board Independence 6 Board Expertise and Diversity 6 Risk Oversight 6 Board Annual Performance Reviews 7 Board Nominees 7 Corporate Governance Guidelines and Code of Business Conduct and Ethics 8 Communications with Directors 8 Board Meetings and Annual Meeting Attendance 8 Committees of the Board 9 PROPOSAL 1—TO ELECT TEN DIRECTORS 11 Nominees for Election as Directors 11 Director Compensation for 2019 14 Vote Required 16 EXECUTIVE COMPENSATION 17 Executive Officers of the Company 17 Compensation Committee Report 17 Compensation Discussion and Analysis 18 Summary Compensation Table for 2019, 2018 and 2017 25 Grants of Plan-Based Awards Table for 2019 26 Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table 27 Outstanding Equity Awards at Fiscal Year End for 2019 29 PROPOSAL 2—APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2012 OMNIBUS INCENTIVE PLAN 37 Prior Plan Information 38 Summary of the Incentive Plan 39 Certain Federal Income Tax Consequences of the Incentive Plan 44 Vote Required 46 PROPOSAL 3—APPROVAL OF THE PROPOSED AMENDMENT TO THE OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT 47 Vote Required 55 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 56 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 58 Related Person Transaction Policy 58 Agreements with Management 59 Stockholders Agreement 59 Registration Rights Agreement 59 Consulting Agreement 59 Retail Force, Inc. 59 Other Transactions 60 AUDIT COMMITTEE MATTERS 61 Audit and Other Fees 61 Audit Committee Pre-Approval Policy 61 Audit Committee Report 61 i Table of Contents PROPOSAL 4—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2020 63 OTHER INFORMATION 64 Stockholder Proposals for 2021 Annual Meeting 64 Annual Meeting Advance Notice Requirements 64 Householding 64 ii Table of Contents PARTY CITY HOLDCO INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2020 PROXY STATEMENT General Information This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors (the “Board of Directors” or the “Board”) of Party City Holdco Inc. (the “Company” or “Party City”) of proxies to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 8:30 a.m. (eastern daylight time) on Thursday, June 11, 2020. The Annual Meeting will be held in a virtual meeting format at www.virtualshareholdermeeting.com/PRTY2020. Important Notice Regarding the Internet Availability of Proxy Materials. We save significant mailing and printing costs by providing proxy materials to you over the Internet in accordance with Securities and Exchange Commission (“SEC”) rules. On or about April 29, 2020, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our fiscal 2019 Annual Report on Form 10-K online. The Notice of Internet Availability of Proxy Materials, which cannot itself be used to vote your shares, also provides instructions on how to vote by Internet and how to request a paper copy of the proxy materials, if you so desire. The Notice includes a control number that must be entered at the website in order to view the proxy materials. Whether you received the Notice of Internet Availability of Proxy Materials or paper copies of our proxy materials, the Proxy Statement and fiscal 2019 Annual Report on Form 10-K are available to you at www.proxyvote.com.