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): July 15, 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 July 15, 2023, Accel Entertainment, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Executive Employment Agreement with the Company’s General Counsel and Chief Compliance Officer, Derek Harmer (the “Harmer Employment Agreement”).
Pursuant to the Amendment, Mr. Harmer’s base salary will be increased to $450,000. The Amendment extends the term of the Harmer Employment Agreement to July 15, 2026, unless earlier terminated in accordance with its terms. Additionally, the Amendment modifies the definition of good reason (as defined in the Harmer Employment Agreement) to provide that certain anticipated changes to Mr. Harmer’s titles and duties will not constitute grounds to terminate for good reason.
In connection with the Amendment, Mr. Harmer has been granted a restricted stock unit representing the opportunity to receive 40,000 shares of the Company’s Class A-1 common stock (the “RSU”). The RSU will vest in equal annual installments over the three-year period ending on the third anniversary of the date of grant, subject to Mr. Harmer’s continued employment with the Company through the applicable vesting date.
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 10.11(B) attached hereto, and the terms of which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
Exhibit
Number | | Description |
| | |
| 10.11(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.
| | | | | | | | | | | |
| ACCEL ENTERTAINMENT, INC. |
| | | |
| Date: July 18, 2023 | By: | | /s/ Mathew Ellis |
| | | Mathew Ellis |
| | | Chief Financial Officer |
