Accel Entertainment, Inc 8-K, filed Jun 24, 2020
Accel Entertainment, Inc. (ACEL)
8-K
2020-06-24
For: 2020-06-22
View Original
Added on
April 08, 2026
About this 8-K
Accel Entertainment, Inc filed this 8-K on June 24, 2020, reporting on events of June 22, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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 22, 2020
ACCEL ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38136 | 98-1350261 | |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||
140 Tower Drive | |||||
Burr Ridge | , | Illinois | 60527 | ||
(Address of principal executive offices) | (Zip Code) | ||||
(630) 972-2235
(Registrant’s telephone number, including area code)
(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 |
Class A-1 common stock, par value $0.0001 per share | ACEL | New York Stock Exchange |
Warrants, each whole Warrant exercisable for one share of Class A-1 common stock at an exercise price of $11.50 per share | ACEL-WS | 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 June 22, 2020, the Board of Directors (the “Board”) of Accel Entertainment, Inc. (the “Company”) increased the size of the Board from seven to eight directors and filled the newly created vacancy by appointing Dee Robinson as a Class I director and as a member of the Compliance Committee (the “Compliance Committee”) and the Nominating and Governance Committee (the “Nominating and Governance Committee”) of the Board, in each case, effective June 22, 2020. Ms. Robinson was appointed to the Board, Compliance Committee and Nominating and Governance Committee upon the recommendation of the Nominating and Governance Committee, and her appointment was approved by the entire Board other than Mr. Andrew Rubenstein who abstained from the vote. Ms. Robinson will serve until the Company’s 2023 annual meeting of stockholders, which is the next stockholder meeting at which Class I directors will be elected and until Ms. Robinson’s successor shall have been duly elected and qualified, or until Ms. Robinson’s earlier death, resignation, disqualification or removal.
There is no arrangement or understanding between Ms. Robinson and the Company or any other person pursuant to which she was selected as a director. There are also no family relationships between Ms. Robinson and any director or executive officer of the Company, and Ms. Robinson does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment to the Board, and in accordance with the Company’s practice of providing compensation to its non-employee directors, Ms. Robinson will receive, in respect of her service on the Board for the remainder of calendar year 2020, cash fees in an aggregate amount of (i) $30,000 for serving on the Board, (ii) $2,500 for serving on the Compliance Committee and (iii) $2,500 for serving on the Nominating and Governance Committee. In connection with her appointment as a director, Ms. Robinson will also receive an initial restricted stock unit grant under the Accel Entertainment, Inc. Long Term Incentive Plan with an aggregate value equal to $50,000, subject to a vesting period ending on December 31, 2020 and subject to her continued service to the Company through such date. Ms. Robinson will have an opportunity to elect to receive her cash fees in the form of restricted stock units.
In addition, the Company intends to enter into a standard form of indemnity agreement with Ms. Robinson, a copy of which was filed with the Securities and Exchange Commission as Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 333-236501) dated November 20, 2019 and incorporated by reference herein.
A copy of the Company’s press release announcing the appointment of Ms. Robinson to the Board is being furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
99.1 * | ||
* Filed herewith.
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SIGNATURE
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.
ACCEL ENTERTAINMENT, INC. | |||
Date: June 24, 2020 | By: | /s/ Derek Harmer | |
Derek Harmer | |||
General Counsel and Chief Compliance Officer | |||
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Exhibit 99.1
Accel Entertainment Appoints Dee Robinson to its Board of Directors
CHICAGO - June 22, 2020 - Accel Entertainment, Inc. (NYSE: ACEL) (“Accel” or “the Company”), a leading distributed gaming operator, today announced Dee Robinson has been appointed to its Board of Directors, effective immediately.
Ms. Robinson is a successful business owner and brings to Accel highly relevant gaming and compliance expertise. She is the founder and CEO of Robinson Hill, Inc., a Chicago-based concessions management firm with locations in non-traditional venues focusing on airports. For 25 years, she provided leadership, direction and coordination to safeguard and grow company assets. This includes forging multiple successful joint ventures and partnerships with companies such as Hudson News, Potbelly Sandwich Works and others. Previously, she has worked at Leo Burnett, Johnson and Johnson Consumer Products Company with additional experience in commercial banking at Ameritrust and Northern Trust.
“Dee’s commercial success, gaming experience and passion for hands-on community involvement will be valued additions to the Accel board,” said Karl Peterson, Chairman of Accel Entertainment. “I have gotten to know Dee well over the past six months and it is abundantly clear that she shares Accel’s entrepreneurial spirit and desire to not only help small businesses succeed, but also make a positive impact on the communities in which they operate. On behalf of the Board, I am pleased to welcome Dee to the board and look forward to her contributions as we execute on our growth strategy.”
“I have closely followed the Accel growth story for some time and have been impressed with the significant opportunities for the Company as well as its professionalism, integrity, commitment to its partners and high service standards,” commented Ms. Robinson. “I look forward to working with the Board and the entire Accel team to further serve and elevate our small business partners and local communities.”
Ms. Robinson will also join both the Compliance and the Nominating/Governance committees of the Board. She is currently serving as a member on the Board of Wintrust Bank and PGA Reach. She previously served on the Illinois Gaming Board until May 2019. She is active within the Chicago business community and is a member of C200, The Chicago Network, Economic Club, Airport Restaurants and Retail Association, and the Chicago Yacht Club. Robinson has been recognized as a HistoryMaker, Chicago United Leader of Color and by several other organizations for her entrepreneurial leadership and service. Private Company Director Magazine lists her as a Director to Watch; and was named by WomenInc.’s among the Most Influential Corporate Directors. Diversity MBA Media recently recognized Ms. Robinson on its “Top 100 Women of Influence” list.
About Accel
Accel is a leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the Illinois market. Accel’s business consists of the installation, maintenance and operation of VGTs, redemption devices that disburse winnings and contain ATM functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores.
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Media:
Eric Bonach
Abernathy MacGregor
212-371-5999
ejb@abmac.com
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