Inspired Entertainment, Inc 8-K, filed Feb 4, 2025
Inspired Entertainment, Inc. (INSE)
About this 8-K
Inspired Entertainment, Inc filed this 8-K on February 4, 2025, reporting on events of January 29, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2025, Inspired Entertainment, Inc. (the “Company”) entered into addendums to the employment agreements between the Company and each of A. Lorne Weil, the Company’s Executive Chairman, and Brooks H. Pierce, the Company’s Chief Executive Officer. The addendums have an effective date of January 1, 2025.
Mr. Weil’s addendum extends his term of employment to December 31, 2028, increases his base salary rate to $900,000 and increases his annual target bonus opportunity to 130% of his base salary. Mr. Weil’s sign-on equity grants that have price target vesting conditions will remain eligible for vesting during his extended term of employment.
Mr. Pierce’s addendum extends his term of employment to December 31, 2027, increases his base salary rate of $650,000 and increases his annual target bonus opportunity to 120% of his base salary.
All other material terms and conditions of the employment agreements between the Company and Messrs. Weil and Pierce, as previously disclosed and described, shall remain in effect for the duration of the extended terms. The foregoing descriptions of the employment agreement addendums are not complete and are qualified in their entirety by reference to the full text of the employment agreement addendums, which are filed as Exhibits 10.1 and 10.2 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Addendum, effective January 1, 2025, to the Employment Agreement dated October 9, 2020, as amended, by and between Inspired Entertainment, Inc. and A. Lorne Weil. | |
| 10.2 | Addendum, effective January 1, 2025, to the Employment Agreement dated February 17, 2020, as amended, by and between Inspired Entertainment, Inc. and Brooks H. Pierce. | |
| 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 caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| February 4, 2025 | Inspired Entertainment, Inc. | |
| By: | /s/ Simona Camilleri | |
| Name: | Simona Camilleri | |
| Title: | General Counsel | |
Exhibit 10.1
THIS THIRD ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Third Addendum”) is entered into on January 29th, 2025, by and between Inspired Entertainment Inc. (“Inspired” or the “Company”) and A. LORNE WEIL (“Executive”) (collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Employment Agreement (as defined below)
WHEREAS the Company entered a contract with the Executive on October 9, 2020, as clarified on April 12, 2021, and amended effective June 21, 2021, and January 12, 2023 (the “Employment Agreement”);
WHEREAS the Parties mutually agree to extend the Contract Termination Date (as defined under Section 2 of the Employment Agreement) and amend certain terms of the Employment Agreement, subject to the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and consideration provided, the Parties, intending to be legally bound, agreed that effective as of January 1, 2025, the following modifications shall be made to the Employment Agreement:
| 1. | Section 2 (Commencement and Term) shall be amended by changing “December 31, 2027” to “December 31, 2028” as the Contract Termination Date. | |
| 2. | Section 5a (Base Salary) shall be amended by substituting “nine hundred and fifty thousand U.S dollars (US$950,000) per year” for eight hundred thousand U.S. dollars (US$800,000) per year.” | |
| 3. | Section 5b (Short-term incentive (Bonus)) shall be amended by substituting 120% for 130%. | |
| 4. | In Section 6a2iv, reference to December 31, 2027, shall be replaced with December 31, 2028. | |
| 5. | Section 6(b) (Conditions Relating to Death and Change in Control with Respect to the Special Long-Term Grant) shall be amended such that all references to “December 31, 2027” shall be replaced with “December 31, 2028” such that the terms set forth in subsections (i) and (ii) hereof apply in the event of either a termination of employment due to death or a Change in Control on or before December 31, 2028. | |
| 6. | In Section 6(d) all references to December 31, 2027, shall be replaced by December 31, 2028. |
All other terms of the Employment Agreement shall remain in full force and effect without further amendment.
[Remainder of page intentionally blank]
| 1 |
IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.
| INSPIRED ENTERTAINMENT, INC. | ||
| By: | /s/ Simona Camilleri | |
| Name: | Simona Camilleri | |
| Title: | General Counsel | |
| Date: | January 29th, 2025 | |
| EXECUTIVE | ||
| /s/ A. Lorne Weil | ||
| A. Lorne Weil | ||
| Date: | January 29th, 2025 | |
| 2 |
Exhibit 10.2
THIS THIRD ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Third Addendum”) is entered into on January 29th, 2025, by and between Inspired Entertainment Inc. (“Inspired” or “the Company”) and BROOKS H. PIERCE (“Executive”) (collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Employment Agreement (as defined below)
WHEREAS the Company entered a contract with the Executive on February 17, 2020, as amended effective July 21, 2021, and January 13, 2023 (“the Employment Agreement”); and
WHEREAS the Company wishes to extend the term of the Employment Agreement and amend certain of its terms.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and consideration provided, the Parties, intending to be legally bound, agreed that effective as of January 1, 2025, the following modifications to the Employment Agreement are made:
| 1. | Section 2 (Commencement and Term) shall be amended by deleting the first sentence and replacing it with the following: | |
| “The Executive’s employment with the Company under this Agreement shall (subject to the Sections 2a & b below, 6, and 14 hereof) terminate on December 31, 2027 (the “Contract Termination Date”).” | ||
| 2. | Section 5a Remuneration shall be amended by substituting “six hundred and fifty thousand U.S. dollars (US$650,000) per year” for “five hundred and eighty-five thousand U.S. dollars (US$585,000) per year.” | |
| 3. | Section 5b REMUNERATION shall be amended such that the Target Bonus shall be increased from one hundred and ten percent (110%) to one hundred and twenty percent (120%) of the Executive’s annual Salary. |
All other terms of the Employment Agreement shall remain in full force and effect and without further amendment.
[Remainder of page intentionally blank]
| 1 |
IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.
| INSPIRED ENTERTAINMENT, INC. | ||
| By: | /s/ Simona Camilleri | |
| Name: | Simona Camilleri | |
| Title: | General Counsel | |
| Date: | January 29th, 2025 | |
| EXECUTIVE | ||
| /s/ Brooks H. Pierce | ||
| Brooks H. Pierce | ||
| Date: | January 29th, 2025 | |
| 2 |