Accel Entertainment (ACEL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 6, 2025, with virtual attendance available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 5, 2025.

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to declassify the Board of Directors.

• Election of Kathleen Philips and Kenneth B. Rotman to the Board, with term length dependent on declassification approval.

• Proposal to amend the Certificate of Incorporation to provide exculpation for officers.

• Amendment and restatement of the Long Term Incentive Plan up for approval.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2025.

• Proposal to allow adjournment of the meeting if more time is needed for proxy solicitation.

Board of directors and corporate governance

• Board recommends approval of all proposals, including declassification and officer exculpation.

• Board structure and director terms may change based on shareholder vote on declassification.