Accel Entertainment (ACEL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 6, 2025, and will be held virtually for all shareholders of record as of April 14, 2025.

• Key proposals include board declassification, officer exculpation, amendments to the long-term incentive plan, executive compensation, auditor ratification, and potential adjournment for further proxy solicitation.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Amend the certificate of incorporation to declassify the board, moving to annual director elections by 2027.

• Proposal 2: Elect Kathleen Philips and Kenneth B. Rotman as directors for either a one-year or three-year term, depending on Proposal 1's outcome.

• Proposal 3: Amend the certificate to provide exculpation for officers from certain monetary liabilities for breaches of duty of care.

• Proposal 4: Approve the Second Amended and Restated Long Term Incentive Plan, increasing the share reserve by 2 million shares.

• Proposal 5: Advisory vote on executive compensation (say-on-pay).

• Proposal 6: Ratify KPMG LLP as the independent auditor for 2025.

• Proposal 7: Approve adjournment of the meeting if more time is needed to solicit proxies.

Board of directors and corporate governance

• The board currently has nine members, with eight after the meeting; a majority are independent per NYSE rules.

• Board leadership is separated between the CEO and Chairman roles.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and a Compliance Committee required by gaming authorities.

• The board supports gradual declassification to enhance accountability and governance.

• Diversity is considered in board composition, with a mix of gender and ethnic backgrounds.