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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): July 15, 2023
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 15, 2023, Accel Entertainment, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Executive Employment Agreement with the Company’s General Counsel and Chief Compliance Officer, Derek Harmer (the “Harmer Employment Agreement”).
Pursuant to the Amendment, Mr. Harmer’s base salary will be increased to $450,000. The Amendment extends the term of the Harmer Employment Agreement to July 15, 2026, unless earlier terminated in accordance with its terms. Additionally, the Amendment modifies the definition of good reason (as defined in the Harmer Employment Agreement) to provide that certain anticipated changes to Mr. Harmer’s titles and duties will not constitute grounds to terminate for good reason.
In connection with the Amendment, Mr. Harmer has been granted a restricted stock unit representing the opportunity to receive 40,000 shares of the Company’s Class A-1 common stock (the “RSU”). The RSU will vest in equal annual installments over the three-year period ending on the third anniversary of the date of grant, subject to Mr. Harmer’s continued employment with the Company through the applicable vesting date.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.11(B) attached hereto, and the terms of which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.11(B)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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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: July 18, 2023 By: /s/ Mathew Ellis
Mathew Ellis
Chief Financial Officer
 

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EX-10.11(B) 2 amendment1todhemploymentag.htm EX-10.11(B) Document

AMENDMENT NO. 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is dated as of July 15, 2023, and amends the Employment Agreement, dated as of July 16, 2020, between Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Derek Harmer (“Executive” and, together with the Company, the “Parties” and each, a “Party”).
WHEREAS, the Parties have entered into the Executive Employment Agreement dated as of July 16, 2020 (the “Existing Agreement”).
WHEREAS, the Parties desire to further amend the Existing Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.
2.Good Reason. Section 1.8 of the Existing Agreement is hereby removed in its entirety and replaced with the following:
“1.8 “Good Reason” means Executive’s resignation within 90 days after any of the following events, unless Executive consents to the applicable event:
(a)a material decrease in Executive’s base salary, other than a reduction in annual base salary of less than 10% that is implemented in connection with a contemporaneous reduction in annual base salaries affecting other senior executives of the Company;
(b)a material decrease in (i) Executive’s then-current title or position, or (ii) authority or areas of responsibility as are commensurate with Executive’s then-current title or position; provided that a change in Executive’s title or position to Executive Vice President - Chief Compliance Officer, Executive Vice President – Chief Legal Officer, or Executive Vice President – Chief Governance Officer, or other title of similar import, or a change in Executive’s authority or areas of responsibility in connection with any such change in title or position, shall not constitute “Good Reason”;
(c)a relocation of Executive’s principal work location to a location more than 50 miles from Executive’s then-current principal location of employment; or
(d)a material breach by the Company or any Affiliate of this Agreement or any material agreement between Executive and the Company or any Affiliate.
Notwithstanding the foregoing, any assertion by Executive of a termination for Good Reason will not be effective unless and until Executive has: (A) provided the Company or any Affiliate, within 60 days of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such Good Reason event; and (B) provided the Company or any Affiliate with an opportunity to cure the same within 30 days after the receipt of such notice.”
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3.Annual Salary. As of the Amendment Effective Date, Employee’s annual base salary shall be $450,000 per annum.
4.Long-Term Incentive Compensation. As soon as practicable following the Amendment Effective Date and subject to the approval of the Board or the compensation committee thereof, the Company will grant Employee a restricted stock unit (the “RSU”) representing the opportunity to receive 40,000 shares of the Company’s common stock, pursuant to the terms of the Company’s Long-Term Incentive Plan and the restricted stock unit agreement governing the RSU. The RSU will vest in equal annual installments over the three-year period ending on the third anniversary of the date of grant. Vesting will be contingent on Employee’s service with the Company on each applicable vesting date, except as otherwise set forth in the restricted stock unit agreement governing the RSU.
5.Term. The term of the Existing Agreement (as amended hereby) shall end on the third anniversary of the Amendment Effective Date; provided that such term shall earlier terminate upon a termination of Employee’s employment as set forth in Section 4.1 of the Existing Agreement. Employee acknowledges and agrees that there is no assurance that the Existing Agreement (as amended hereby) will be renewed or extended beyond the third anniversary of the Amendment Effective Date, and neither Employee nor the Company has any obligation to renew or extend the Existing Agreement (as amended hereby) or any right to require any such renewal or extension, and a failure to renew or extend the Existing Agreement (as amended hereby) shall not entitle Employee or the Company to any additional compensation.
6.Date of Effectiveness; Limited Effect. This Amendment will be deemed effective as of the date first written above (the “Amendment Effective Date”). Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Amendment Effective Date, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Existing Agreement as amended by this Amendment.
7.Miscellaneous.
(a)This Amendment is governed by and construed in accordance with the laws of the State of Illinois, without regard to the conflict of laws provisions of such State.
(b)This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
(c)The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(d)This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
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(e)This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

ACCEL ENTERTAINMENT, INC.

By: /s/Andrew Rubenstein
Name: Andrew H. Rubenstein
Title: President and Chief Executive Officer
ACCEPTED AND AGREED:

/s/Derek Harmer
Derek Harmer
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