8-K

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): December 2, 2022

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)

100 Tice Blvd. Woodcliff Lake, New Jersey	07677
(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: 80 Grasslands Road Elmsford, New York 10523 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 2, 2022, the Board of Directors (the “Board”) of Party City Holdco Inc. (the “Company”) approved the appointment of John Capela, age 42, as the Company’s Chief Accounting Officer and Treasurer, effective on or about December 5, 2022 (the “Effective Date”). On the Effective Date, Mr. Capela assumes the role from Todd Vogensen, who will continue to serve as the Company’s Chief Financial Officer.

Mr. Capela has over 20 years of direct experience in operational streamlining; technical and general ledger accounting; budgeting and forecasting; financial and business analysis; treasury; investment portfolio management; SEC reporting; and financial communication. Mr. Capela previously served as Vice President, Finance and Chief Accounting Officer at ITT Inc. from November 2018 to November 2022. Prior to his time at ITT, Mr. Capela served as Executive Vice President, Chief Accounting Officer and Corporate Controller of Toys “R” Us, Inc. from May 2018 to November 2018 and previously served as Vice President and Corporate Controller from March 2018 to May 2018. Prior to that, Mr. Capela served as Vice President and Assistant Controller from May 2015 to March 2018 and held various other positions since March 2007. Prior to joining Toys “R” Us, Inc., Mr. Capela served as Senior Auditor at PricewaterhouseCoopers LLP performing various auditing and assurance services. Mr. Capela holds an MBA with a double concentration in finance and management from Montclair State University. Mr. Capela is also a Certified Public Accountant and a Chartered Global Management Accountant.

Pursuant to his Offer Letter, Mr. Capela will receive an annual base salary of $380,000. In addition to base salary, Mr. Capela is eligible to participate in the PCHI Annual Incentive Plan (“AIP”), an annual cash incentive program under which the payout is based on the Company’s financial performance. Mr. Capela’s initial target cash incentive opportunity under the AIP will be 40% of his annual salary. In addition, Mr. Capela may be eligible to receive annual equity grants each year under the Company’s Long Term Incentive Program, with a target annual grant value of 40% of his annual salary, solely at the discretion of the Compensation Committee of the Board. Mr. Capela will receive a one-time new hire bonus of $30,000 in March 2023 that is subject to forfeiture if Mr. Capela’s employment with the Company is terminated under certain circumstances within one year of his start date. Mr. Capela will also receive medical and other benefits consistent with the Company’s standard policies and be eligible to participate in other Company plans, as applicable.

The foregoing is a summary of the material terms of the Offer Letter and is qualified in its entirety by reference to the Offer Letter. A copy of the complete Offer Letter is attached to this Current Report on Form 8-K as Exhibit 10.1, and the terms of the Offer Letter are incorporated herein by this reference.

There are no arrangements or understandings between Mr. Capela and any other persons pursuant to which Mr. Capela was named an officer of the Company. Mr. Capela does not have any family relationships with any executive officer or director of the Company or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Capela is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

10.1	Offer Letter
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: December 2, 2022	By:	/s/ Todd Vogensen
		Todd Vogensen
		Chief Financial Officer

EX-10.1

Exhibit 10.1

November 3, 2022

John Capela

Dear John,

Come Party With Us!

We are excited to extend an offer of employment to you for the position of Chief Accounting Officer & Treasurer with Party City Holdings Inc. In this role, you will be reporting directly to Todd Vogensen, and your start date will be December 5, 2022. At PCHI, our purpose is to create joy by making it easy to create unforgettable memories. Each member of the PCHI team has their own unique talents and together, we bring our purpose to life! The principal terms of our offer are summarized as follows.

1. Title: Chief Accounting Officer & Treasurer

2. Base Salary: Your annual salary will be $380,000 per year paid in bi-weekly installments in accordance with the Company’s prevailing payroll practices, less withholding and deductions authorized under applicable law.

Our fiscal year runs from January 1 through December 31. If you are employed before October 1, 2022, you will be eligible for a pro-rated merit increase in April 2023. If your start date is October 1^st or after, you will be eligible for a merit increase the following year.

3. Bonus Opportunity: You will be eligible to participate in the PCHI Annual Incentive Plan (AIP), a cash incentive program under which your payout is based on the Company’s financial performance, subject to its terms and conditions. Your target bonus will be 40% of your annual salary. The actual bonus payout may range 0% to 200% of target based on performance. Provided you start your employment before October 1st, you will be eligible for AIP for the current fiscal year, and any such AIP bonus earned will be pro-rated in accordance with your start date.

4. Sign-on: You will receive USD $30,000.00 in March of 2023. In the event you remain in the position for less than 12 months from your start date, you will pay the full amount back to the Company, within 30 days of your departure from the Company.

5. Long Term Incentive Program (LTIP): During your employment, you may be eligible to receive annual equity grants each year, typically in March, solely at the discretion of the Compensation Committee of the Board of Directors. Target grant values are expressed as a percentage of your annual salary. In your position, your target annual grant value will be 40% of your annual salary. If hired after February 1^st, your first equity grant will be prorated based on your start date. The grant date will be the first business day of the calendar quarter following your start date. Any actual grants will be determined based on your position, performance, time in job and other criteria the Company determines in its sole discretion, which are subject to change. You will also be required to sign an agreement governing the grant(s), which you will receive under separate cover at the time of any grants.

6. Employee Benefits: As a full-time employee, you are eligible to participate in our comprehensive employee benefits programs. These include, but are not limited to, medical, dental, vision, life insurance, short and long term disability, the Company’s 401(k) Plan, and unlimited vacation days per year. We are enclosing a summary of benefits highlighting these programs.

7. Confidentiality: As an employee of PCHI, you will keep all proprietary information regarding the Company, its products and its customers confidential during your employment and at all times thereafter. Upon termination of your employment, in certain instances, you will not interfere with or compete against the Company for a period of one year. You will be required to execute a confidentiality agreement upon hire.

8. Discounts, Additional Benefits and Programs: As of your date of hire, you will be eligible for our 30% Employee Merchandise Discount. You can find information on additional discounts, perks and benefit programs via the 2020 Benefits Guide available on My.ADP.com.

This offer is subject to satisfactory results of the pre-employment conditions set forth below in this letter. All amounts described in this letter will be subject to applicable tax withholdings and deductions and are payable in accordance with the Company’s normal payroll cycle. Federal I-9 legislation requires that employers verify proof of eligibility to work in the United States. You understand and agree that your employment relationship is at will and that either party may terminate the employment relationship at any time.

John, I am delighted to have you join the team and strongly believe that your decision to accept the Chief Accounting Officer & Treasurer role will provide you with career opportunities in the type of environment you seek and in which you will grow personally and professionally. If you should have any questions, please feel free to contact me.

Sincerely,

Karen A McGowan

VP of Human Resources & Talent Management

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Document and Entity Information	Dec. 02, 2022
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 02, 2022
Entity Registrant Name	PARTY CITY HOLDCO INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-37344
Entity Tax Identification Number	46-0539758
Entity Address, Address Line One	100 Tice Blvd.
Entity Address, City or Town	Woodcliff Lake
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07677
City Area Code	914
Local Phone Number	345-2020
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Par Value: $0.01/share
Trading Symbol	PRTY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001592058
Former Address [Member]
Document And Entity Information [Line Items]
Entity Address, Address Line One	80 Grasslands Road Elmsford
Entity Address, City or Town	Woodcliff Lake
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10523