Inspired Entertainment, Inc.
For the period ended May 27, 2026. Filed Apr 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 27, 2026 · Filed Apr 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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| ☐ | Preliminary Proxy Statement |
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250 West 57th Street, Suite 415
New York, New York 10107
LETTER FROM THE EXECUTIVE CHAIRMAN
Dear Stockholders of Inspired Entertainment, Inc.:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Inspired Entertainment, Inc. (the “Company”) to be held on Wednesday, May 27, 2026 at 10:00 A.M., Eastern Time.
The Annual Meeting will be held in a virtual meeting format atwww.cstproxy.com/inseinc/2026.
Attending the Virtual Meeting:
In order to attend the virtual Annual Meeting, you must register in advance atwww.cstproxy.com/inseinc/2026. Registration will start beginning May 20, 2026 at 10:00 A.M., Eastern Time. Please see page 1 of the accompanying proxy statement for detailed instructions.
The Board has fixed the close of business on April 8, 2026 as the record date for the determination of Company stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Details regarding voting and the business to be considered at the Annual Meeting can be found in the accompanying notice of Annual Meeting and proxy statement.
Your vote is important. Whether or not you are able to attend the Annual Meeting, please vote as soon as possible to make sure your shares are represented at the Annual Meeting.
Sincerely,
/s/ A. Lorne Weil
A. Lorne Weil
Executive Chairman
April 21, 2026
250 West 57th Street, Suite 415
New York, New York 10107
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On
Wednesday, May 27, 2026
To the Stockholders of Inspired Entertainment, Inc.:
You are hereby given notice of the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Inspired Entertainment, Inc. (the “Company”), to be held on Wednesday, May 27, 2026 at 10:00 A.M., Eastern Time in virtual format via the internet at www.cstproxy.com/inseinc/2026. Please refer to page 1 of the proxy statement for detailed instructions on how to attend the Annual Meeting.
At the Annual Meeting, the Company’s stockholders will be asked to consider and vote upon the following proposals:
| 1. | To elect seven directors to serve on the Company’s Board of Directors (the “Board”) until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified (Proposal No. 1); |
| 2. | To approve, on an advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”) (Proposal No. 2); |
| 3. | To approve, on an advisory basis, the frequency of the advisory vote on Say-on-Pay (“Say-on-Frequency”) in future years (Proposal No. 3); |
| 4. | To ratify the appointment of CBIZ CPAs P.C. as the independent auditor of the Company for the fiscal year ending December 31, 2026 (Proposal No. 4); and |
| 5. | To consider and vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The Board has fixed the close of business on April 8, 2026 as the record date (the “Record Date”) for the determination of Company stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of record as of the Record Date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
Your vote is important, regardless of the number of shares you own. Please read the accompanying proxy statement and vote as promptly as possible to ensure your shares are represented at the Annual Meeting.
By Order of the Board,
/s/ A. Lorne Weil
A. Lorne Weil
Executive Chairman
April 21, 2026
The accompanying proxy statement and other materials are being mailed to stockholders beginning on or about April 23, 2026.
IMPORTANT INFORMATION
Unless the holders of a majority of the outstanding shares of common stock entitled to be voted at the Annual Meeting are present or represented by proxy, we will not have a quorum for the Annual Meeting and no business may be transacted. Therefore, we request that you promptly vote your shares by following the instructions on the enclosed proxy card or voting instruction form. We request you do this even if you plan to attend the Annual Meeting, in order to ensure that your shares will be represented if you are unable to attend.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 27, 2026: The Proxy Statement and 2025 Annual Report on Form 10-K of the Company are available through the Investors link on our website atwww.inseinc.com.
Table of Contents
| Page | |
|---|---|
| Questions and Answers About These Proxy Materials | 1 |
| Directors, Executive Officers and Corporate Governance | 5 |
| Executive Compensation | 14 |
| Summary Compensation Table | 20 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 21 |
| Pay Versus Performance | 23 |
| Director Compensation | 26 |
| Equity Compensation Plan Information | 27 |
| Security Ownership of Certain Beneficial Owners and Management | 28 |
| Certain Relationships and Related Transactions | 30 |
| Proposals to be Voted on: | 31 |
| Proposal Number One—Election of Directors | 31 |
| Proposal Number Two—Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers | 32 |
| Proposal Number Three—Approval, on an Advisory Basis, the Frequency of the Advisory Vote on Approval of Named Executive Officer Compensation | 33 |
| Proposal Number Four—Ratification of the Appointment of Independent Auditor | 34 |
| Other Matters | 35 |
i
2026 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.