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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): May 7, 2026
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 5.07. Submission of Matters to a Vote of Security Holders.
On May 7, 2026, Accel Entertainment, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders, and the following actions were taken:
1.Election of Directors. Karl Peterson, Kathleen Phillips, Doris M. Robinson, Kenneth B. Rotman, Andrew Rubenstein, and Bruce D. Wardinski were elected to serve on the Board, each to serve a one-year term, which will expire at the 2027 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director’s earlier resignation or removal. The vote tally was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Nominees | | Shares For | | Shares Withheld | | Shares Abstaining | | Broker Non-Votes |
| Karl Peterson | | 64,645,100 | | — | | 198,328 | | 7,548,229 |
| Kathleen Philips | | 64,618,256 | | — | | 225,172 | | 7,548,229 |
| Doris M. Robinson | | 64,665,143 | | — | | 178,285 | | 7,548,229 |
| Kenneth B. Rotman | | 64,632,282 | | — | | 211,146 | | 7,548,229 |
| Andrew Rubenstein | | 64,620,663 | | — | | 222,765 | | 7,548,229 |
| Bruce D. Wardinski | | 64,785,514 | | — | | 57,914 | | 7,548,229 |
2.Advisory Vote on Executive Compensation. The Board's proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers was approved. The vote tally was as follows:
| | | | | | | | | | | | | | | | | | | | |
| Shares For | | Shares Against | | Shares Abstaining | | Broker Non-Votes |
| 64,713,196 | | 110,507 | | 19,725 | | 7,548,229 |
3.Ratification of Appointment Independent Registered Public Accounting Firm. The Board's proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 was approved. The vote tally was as follows:
| | | | | | | | | | | | | | |
| Shares For | | Shares Against | | Shares Abstaining |
| 72,160,763 | | 135,416 | | 95,478 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | | | | | | | | | | |
Exhibit Number | | | Description |
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: May 7, 2026 | By: | | /s/ Scott Levin |
| | | Scott Levin |
| | | Chief Legal Officer and Corporate Secretary |