ACCEL ENTERTAINMENT, INC.: Change of Directors or Key Officers, Submission of Matters for Voting by Securityholders, Financial Statements and Exhibits (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Arrangements for Compensation of Certain Officers.

exist May 4, 2023at the 2023 Annual Meeting of Stockholders (“AGM”) Accel Entertainment (the “Company”), shareholders of the Company approved an amendment and restatement of the Company’s Long Term Incentive Plan (“A&R LTIP”) to (i) increase the available share reserve of the Company’s Class A-1 common stock by 2,000,000 shares (for 8,000,000 shares of cumulative share mandate) and (ii) certain clarification changes.

A description of the A&R LTIP is included in the company’s submission to Securities and Exchange Commission exist March 24, 2023
(“Proxy Statement”) titled “Proposal 5 – Approval of the Amendment and Restatement of Our Long-Term Incentive Plan,” the description of which is incorporated herein by reference. The description of the A&R LTIP is fully qualified by reference to the full text of the A&R LTIP, a copy of which is submitted as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 5.07. Submit matters for voting by security holders.

The following actions were taken at the Annual Meeting:

1. Election of three first-level directors. Carl Peterson, Dee Robinson and Andrew Rubinstein Elected to the Company’s Board of Directors (the “Board”) for a three-year term each until the 2026 Annual General Meeting, until their respective successors are duly elected and qualified or until such Director resigns or is removed earlier. The voting results are as follows:

              Nominees            Shares For       Shares Withheld       Broker Non-Votes
            Karl Peterson         47,526,520         10,567,506             10,867,499
            Dee Robinson          48,916,247          9,177,779             10,867,499
          Andrew Rubenstein       48,804,712          9,289,314             10,867,499

2. Executive compensation advisory vote. The board’s proposal to approve the compensation of the company’s designated executive officers on a non-binding advisory basis was approved. The voting results are as follows:

Stocks Against Stocks Abstain Brokers No Voting Rights

          27,397,791          5,596,307               46,708                10,867,499

3. Advisory vote on frequency of executive compensation advisory votes. Shareholders of the company indicated that, on a non-binding advisory basis, they favor a future non-binding advisory vote to approve annual compensation to the company’s designated executive officers. The voting results are as follows:

        One Year       Two Years      Three Years       Shares Abstaining        Broker Non-Votes
       32,041,547       610,662          63,422              325,175                10,867,499

Upon the recommendation of the Board of Directors and in consideration of such votes, the Company decides to hold an advisory vote to approve the compensation of the Company’s Designated Executive Officers annually until the next necessary vote on the frequency of consultation approval of the compensation of the Company’s Designated Executive Officers.

4. Approval of the appointment of an independent certified public accountant firm.Board Approval Recommendation for Appointment KPMG Act as the company’s independent registered public accounting firm at the end of its fiscal year
December 31, 2023 It was approved. The voting results are as follows:

                   Shares For       Shares Against       Shares Abstaining
                   43,811,168           63,652                 33,485



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5. Approval of the A&R LTIP. The voting results are as follows:

Stocks Against Stocks Abstain Brokers No Voting Rights

          27,677,927          5,313,518               49,361                10,867,499

Item 9.01 Financial Statements and Appendices.

(d) Exhibits

Exhibit
Number               Description

     10.1              Amended and Restated Long Term Incentive Plan
     104             Cover Page Interactive Data File (embedded within the Inline XBRL document)




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