Accel Entertainment (ACEL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 13, 2026, are entitled to vote, with each share of Class A-1 common stock carrying one vote.

• The company emphasizes environmental responsibility by providing proxy materials online and encourages electronic voting.

Voting matters and shareholder proposals

• Proposal 1: Election of six directors for one-year terms expiring at the 2027 annual meeting.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members, with a transition to annual elections following declassification.

• New nominee Bruce D. Wardinski brings hospitality and real estate expertise.

• Andrew Rubenstein will transition from CEO to advisor in August 2026 but remain Chairman.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with defined charters and independent members.

• Lead Independent Director role established for governance during CEO/Chairman overlap.

• Board diversity is tracked, with demographic data disclosed.