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Accel Entertainment Inc

For the period ended Jun 6, 2025. Filed Apr 21, 2025.

View on SEC.gov

About this filing

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.

Jun 6, 2025 · Filed Apr 21, 2025

ACEL$13.72-0.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the proxy statement before voting.

2025 Annual Meeting of Stockholders (the “Annual Meeting”)

Date:Friday, June 6, 2025
Time:1:00pm, Central Time
Location:Virtual only: http://www.virtualshareholdermeeting.com/ACEL2025
Record Date:Monday, April 14, 2025
Voting:Stockholders as of the record date are entitled to vote. Each share of Class A-1 common stock is entitled to one vote.

Proposals and Voting Recommendations

BoardRecommendation · Page
Proposal 1Approval of an amendment to our Amended and Restated Certificate of Incorporation (our “COI”) to declassify our Board of Directors (our “Board”)For25
Proposal 2(a)If Proposal 1 is approved, election to our Board of the following nominees for terms expiring at our 2026 Annual Meeting of Stockholders: Kathleen Philips and Kenneth B. RotmanFor27
Proposal 2(b)If Proposal 1 is not approved, election to our Board of the following nominees for terms expiring at our 2028 Annual Meeting of Stockholders: Kathleen Philips and Kenneth B. RotmanFor27
Proposal 3Approval of an amendment to our COI to provide exculpation to our officersFor57
Proposal 4Approval of the amendment and restatement of our Amended and Restated Long Term Incentive Plan (the “Second A&R LTIP”)For59
Proposal 5Approval, on a non-binding advisory basis, of the compensation of ournamed executive officersFor68
Proposal 6Ratification of our independent registered public accounting firmFor70
Proposal 7Approval of one or more adjournments of the Annual Meeting, if necessary, to permit further solicitation of proxies if there are insufficient votes to adopt the foregoing proposals.For71

Voting Methods

You can vote in one of four ways:

Visitwww.proxyvote.com to vote VIA THE INTERNET

Call 1-800-690-6903 to vote BY TELEPHONE

Sign, date and return your proxy card in the prepaid enclosed envelope to vote BY MAIL

Attend the meeting to vote DURING THE MEETING

To reduce our administrative and postage costs and the environmental impact of the Annual Meeting, we encourage stockholders to vote via the Internet or by telephone, both of which are available 24 hours a day, seven days a week, until 11:59pm Eastern Time on June 5, 2025. Stockholders may revoke their proxies at the times and in the manners described on page 13 of this proxy statement.

If your shares are held in “street name” through a bank, broker or other holder of record, you will receive voting instructions from the holder of record that you must follow in order for your shares to be voted. If you wish to vote during the meeting, you must obtain a legal proxy from the bank, broker or other holder of record that holds your shares.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.