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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): October 6, 2023
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 |
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 October 6, 2023, Accel Entertainment, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to the Executive Employment Agreement, dated March 15, 2021 and amended on February 24, 2023, with the Company’s Chief Revenue Officer, Mark Phelan, (as amended, the “Phelan Employment Agreement”).
Pursuant to the Amendment, Mr. Phelan was appointed as the Company’s President, U.S. Gaming. His annual base salary will be increased to $475,000 and he will be eligible to receive a discretionary annual bonus with a target amount equal to 70% of the annual base salary and a discretionary annual equity-based incentive award with a target grant date value equal to 140% of the annual base salary.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.21(B) attached hereto, and the terms of which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number | | Description |
| | |
10.21(B) | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| ACCEL ENTERTAINMENT, INC. |
| | | |
Date: October 10, 2023 | By: | | /s/ Mathew Ellis |
| | | Mathew Ellis |
| | | Chief Financial Officer |
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement (this “Second Amendment”) is dated as of October 6, 2023, and amends the Employment Agreement, dated as of March 15, 2021, between Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Mark Phelan (“Employee” and, together with the Company, the “Parties” and each, a “Party”).
WHEREAS, the Parties have entered into the Employment Agreement dated as of March 15, 2021 (the “Existing Agreement”).
WHEREAS, the Parties have entered into Amendment No.1 to the Employment Agreement (the “First Amendment”).
WHEREAS, the Parties desire to further amend the Existing Agreement and the First Amendment as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.
2.Position and Duties. Section 2.1 of the Existing Agreement is hereby amended as follows:
“Subject to the terms set forth herein, Executive will be employed as the Company’s President, US Gaming, and will report to the Company’s Chief Executive Officer.”
3.Annual Salary. Effective as of July 1, 2023, Employee’s annual base salary was increased to $475,000 per annum.
4.Annual Bonus. Section 3.2 of the Existing Agreement is hereby amended as follows:
“Employee will be eligible to receive an annual performance bonus with a target amount of seventy percent (70%) of Employee’s annual base salary (the “Annual Bonus”).
5.Long-Term Incentive Compensation. Section 3.3 of the Existing Agreement is hereby removed in its entirety and replaced with the following:
“Employee will be eligible to receive additional grants of equity-based incentive compensation awards on an annual basis in accordance with the Company’s annual grants to similarly situated employees, if any, with a target grant date value of 140% of Employee’s annual base salary. Such grants, if any, will be made in the Board’s sole discretion.”
6.Date of Effectiveness; Limited Effect. This Second Amendment will be deemed effective as of the date first written above (the “Agreement Effective Date”). Except as expressly provided in this Second Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Agreement Effective Date, each reference
in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Existing Agreement as amended by this Second Amendment.
7.Miscellaneous.
(a)This Second Amendment is governed by and construed in accordance with the laws of the State of Illinois, without regard to the conflict of laws provisions of such State.
(b)This Second Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
(c)The headings in this Second Amendment are for reference only and do not affect the interpretation of this Second Amendment.
(d)This Second Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Second Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Second Amendment.
(e)This Second Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
ACCEL ENTERTAINMENT, INC.
By: /s/Andrew Rubenstein
Name: Andrew H. Rubenstein
Title: President and Chief Executive Officer
ACCEPTED AND AGREED:
/s/Mark Phelan
Mark Phelan
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