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, emphasizing alignment with best governance practices and shareholder interests.

Voting matters and shareholder proposals

• Proposal 1 seeks to declassify the board, moving from staggered three-year terms to annual elections, enhancing director accountability.

• Proposal 2 involves electing Kathleen Philips and Kenneth B. Rotman as directors, with term length dependent on Proposal 1's outcome.

• Proposal 3 requests amending the certificate of incorporation to exculpate officers from personal liability for certain breaches of duty of care, aligning with recent Delaware law changes.

• Proposal 4 seeks to increase the share reserve for the long-term incentive plan by 2 million shares, supporting talent retention and alignment with shareholder value.

• Proposal 5 is a non-binding advisory vote on executive compensation (say-on-pay).

• Proposal 6 is the ratification of KPMG LLP as the independent auditor for 2025.

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

Board of directors and corporate governance

• The board currently consists of nine members, with eight after the annual meeting; a majority are independent per NYSE standards.

• The board leadership structure separates the roles of chairman and CEO, with Karl Peterson as chairman and Andrew Rubenstein as CEO.

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

• The board emphasizes diversity, independence, and robust governance policies, including a code of ethics and anti-hedging/pledging rules.