Accel Entertainment Inc

Our COI provides for a classified board of directors with staggered three-year terms, consisting of the three classes as follows:

(1) Ms. Godsoe is not standing for re-election at the Annual Meeting.

The Board has determined that Messrs. Peterson, Rotman and Ruttenberg and Mses. Godsoe, Kondra, Philips and Robinson each qualify as an “independent director,” as defined in the corporate governance rules of the NYSE.

As further explained in Proposal 1, if Proposal 1 passes, the COI will be amended to provide for a gradual declassification of our Board and provide for the annual election of directors, beginning with our Class 3 directors standing for election at the Annual Meeting, with the other classes continuing for the remainder of their respective three-year terms. Therefore, if Proposal 1 passes, our Class 3 directors standing for election and consisting of Kathleen Philips and Kenneth B. Rotman will stand for election for a one-year term expiring at our 2026 annual meeting of stockholders; at our 2026 annual meeting of stockholders, our Class 1 and Class 3 directors will stand for election for a one-year term expiring at our 2027 annual meeting of stockholders; and, at our 2027 annual meeting of stockholders, our Class 1, 2 and 3 directors will all stand for election for a one-year term expiring at our 2028 annual meeting of stockholders.

If Proposal 1 does not pass, our COI’s provisions providing for a classified board of directors with staggered three-year terms will remain unchanged. Therefore, if Proposal 1 does not pass, only one class of directors will continue to be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

The current division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company.