0001615063 false --12-31 0001615063 2023-05-09 2023-05-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 9, 2023

 

INSPIRED ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36689   47-1025534

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

250 West 57th Street, Suite 415

New York, New York

   10107
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 565-3861

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

 

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 $0.0001 per share   INSE   The NASDAQ Stock Market LLC

 

 

 

 
 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective May 9, 2023, the Board of Directors (the “Board”) of Inspired Entertainment, Inc. (the “Company”) amended certain provisions of the Amended and Restated By Laws of the Company (the “Bylaws”). In light of recent amendments to the General Corporation Law of the State of Delaware, Section 2.5 of the Bylaws was amended to remove the requirement for the Company to provide a stockholder list at a meeting of stockholders, but provides that the Company will make the stockholder list available during the 10-day period prior to any such stockholder meeting. In addition, the Company amended Section 6.1 of the Bylaws, relating to officers, to clarify that officers of the Company will have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of Article VI of the Bylaws as well as the resolutions of the Board with respect to such offices, and that in the event of conflict between Article VI of the Bylaws and any such resolutions of the Board, such resolutions would govern.

 

A copy of the Second Amended and Restated By Laws of the Company incorporating such amendments is filed as Exhibit 3.1 to this Current Report on Form 8-K. The foregoing summary information set forth in this Current Report on Form 8-K regarding the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Second Amended and Restated By Laws and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 9, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Meeting”). Set forth below are the final voting results for each of the proposals presented at the Meeting.

 

Proposal No. 1 – Election of Directors

 

The seven nominees for director listed below were elected to serve on the Company’s Board of Directors until the Company’s 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

 

Nominee  For   Withheld   Broker Non-Votes 
A. Lorne Weil   19,308,829    388,566    3,425,583 
                
Michael R. Chambrello   15,314,721    4,382,674    3,425,583 
                
Ira H. Raphaelson   14,419,580    5,277,815    3,425,583 
                
Desirée G. Rogers   19,411,387    286,008    3,425,583 
                
Steven M. Saferin   19,209,156    488,239    3,425,583 
                
Katja Tautscher   18,337,342    1,360,053    3,425,583 
                
John M. Vandemore   13,700,222    5,997,173    3,425,583 

 

Proposal No. 2 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

 

The compensation of the Company’s named executive officers was approved, on an advisory basis:

 

For  Against   Abstain   Broker Non-Votes 
18,535,973   1,160,625    797    3,425,583 

 

Proposal No. 3 – Approval of the Inspired Entertainment, Inc. 2023 Omnibus Incentive Plan

 

The Inspired Entertainment, Inc. 2023 Omnibus Incentive Plan was approved:

 

For  Against   Abstain   Broker Non-Votes 
15,353,924   4,292,547    50,924    3,425,583 

 

Proposal No. 4 – Ratification of the Appointment of KPMG LLP

 

The appointment of KPMG LLP as the independent auditor of the Company for the fiscal year ending December 31, 2023 was ratified:

 

For  Against   Abstain   Broker Non-Votes 
23,122,444   317    217    0 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number   Exhibit Description
     
3.1   Second Amended and Restated By Laws of Inspired Entertainment, Inc.
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.

 

Dated: May 12, 2023

 

INSPIRED ENTERTAINMENT, INC.

 

By /s/ Carys Damon  
  Name: Carys Damon  
  Title: General Counsel  

 

 

Inspired Entertainment (NASDAQ:INSE)
Historical Stock Chart
Von Jan 2025 bis Feb 2025 Click Here for more Inspired Entertainment Charts.
Inspired Entertainment (NASDAQ:INSE)
Historical Stock Chart
Von Feb 2024 bis Feb 2025 Click Here for more Inspired Entertainment Charts.