Accel Entertainment Inc
For the period ended Dec 31, 2023. Filed Mar 21, 2024.
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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.
Dec 31, 2023 · Filed Mar 21, 2024
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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.)
| Filed by the Registrant x | Filed by a Party other than the Registrant ¨ |
|---|---|
| Check the appropriate box: | |
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
| ACCEL ENTERTAINMENT, INC. | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| x | No fee required. |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 21, 2024
Dear Accel Entertainment Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Accel Entertainment, Inc. (the “Annual Meeting”), which will be held on Thursday, May 9, 2024, at 1:00 p.m., Central Time. We intend to hold our annual meeting virtually, and the meeting will be accessible on the following website: http://www.virtualshareholdermeeting.com/ACEL2024.
It is important that you retain a copy of the control number found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as such number will be required for our stockholders to gain access to any meeting held solely by means of remote communication.
At the Annual Meeting, we will ask you to (1) elect two members of our board of directors; (2) approve, on a non-binding advisory basis, the compensation of our named executive officers; and (3) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
We have elected to provide access to the proxy materials over the internet, other than to those stockholders who requested a paper copy, under the Securities and Exchange Commission’s “notice and access” rules to reduce the environmental impact and cost of our Annual Meeting. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the internet, by telephone, or by mail, in accordance with the instructions included in the proxy materials.
On behalf of the board of directors, we would like to thank you for your continued interest and investment in Accel Entertainment, Inc.
Sincerely,
/s/ Andrew Rubenstein
President and Chief Executive Officer
ACCEL ENTERTAINMENT, INC.
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| Time and Date: | Thursday, May 9, 2024, at 1:00 p.m., Central Time. | |
|---|---|---|
| Place: | Virtual only: http://www.virtualshareholdermeeting.com/ACEL2024 | |
| Items of Business: | (1) | To elect two Class II directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. |
| (2) | To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement. | |
| (3) | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | |
| (4) | To consider such other business as may properly come before the meeting or any adjournment or postponement thereof. | |
| Adjournments andPostponements: | Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. | |
| Record Date: | Holders of record of our Class A-1 common stock as of the close of business on March 15, 2024, will be entitled to notice of, and to vote at, the Annual Meeting. | |
| Voting: | Your vote is very important. All stockholders as of the record date are cordially invited to attend the Annual Meeting and vote. To assure your representation at the meeting, however, we urge you to vote by proxy as promptly as possible over the Internet or by phone as instructed in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. You may vote during the meeting even if you have previously returned a proxy. | |
By Order of the Board of Directors,
/s/ Derek Harmer
General Counsel and Chief Compliance Officer
This Notice of Annual Meeting and the accompanying proxy statement and form of proxy are being distributed and made available on or about March 21, 2024.
Important Notice Regarding the Availability of Proxy Materials for the StockholderMeeting to be held on May 9, 2024.The proxy statement and our 2023 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.proxyvote.com and at www.accelentertainment.com on the “Investor Relations” page.
TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 5 |
|---|---|
| GENERAL INFORMATION | 6 |
| CORPORATE GOVERNANCE | 11 |
| Our Board | 11 |
| Board Structure | 13 |
| Board Leadership Structure | 14 |
| The Board’s Role in Risk Oversight | 14 |
| Hedging Policy | 15 |
| Board Participation | 15 |
| Director Independence | 15 |
| Code of Business Conduct and Ethics | 15 |
| Board Committees | 15 |
| Identifying and Evaluating Director Candidates | 17 |
| Board Diversity | 18 |
| Availability of Corporate Governance Information | 19 |
| Communications with our Board of Directors | 19 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 20 |
| DIRECTOR COMPENSATION | 21 |
| EXECUTIVE OFFICERS | 22 |
| Compensation Committee Interlocks and Insider Participation | 23 |
| EXECUTIVE COMPENSATION | 23 |
| Compensation Discussion and Analysis | 23 |
| Compensation Committee Report | 36 |
| 2023 Summary Compensation | 36 |
| 2023 Grants of Plan-Based Awards | 37 |
| 2023 Outstanding Equity Awards at Fiscal Year-End | 39 |
| 2023 Option Exercises and Stock Vested | 41 |
| Employment Agreements | 41 |
| Potential Payments Upon Termination or Change-In-Control | 43 |
| Chief Executive Officer Pay Ratio | 44 |
| Pay Versus Performance | 44 |
| PROPOSAL 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 50 |
| REPORT OF THE AUDIT COMMITTEE | 51 |
| EQUITY COMPENSATION PLAN INFORMATION | 53 |
| DELINQUENT SECTION 16(A) REPORTS | 54 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 57 |
| DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS | 58 |
| OTHER MATTERS | 59 |
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