株探米国株
英語
エドガーで原本を確認する
0001698991false00016989912024-05-082024-05-08

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): April 29, 2025
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.
(b)
On April 29, 2025, Mathew Ellis notified Accel Entertainment, Inc. (the “Company”) that he will be resigning from his position as Chief Financial Officer of the Company, effective as of May 9, 2025, to pursue other career opportunities. Mr. Ellis’ resignation is not the result of any dispute or disagreement with the Company, the Company’s management or the Board of Directors of the Company (the “Board”) on any matter relating to the Company’s operations, policies or practices. In connection with the resignation, the Company entered into an amendment (the “Amendment”) to the Executive Employment Agreement, dated April 24, 2022, with Mr. Ellis solely to extend the term thereof to May 9, 2025.
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 10.22(A) attached hereto, and the terms of which are incorporated by reference herein.
(c)
Effective as of May 9, 2025, the Board appointed Mark Phelan, the Company’s President, US Gaming, as its acting Chief Financial Officer while the Company conducts a search to fill the Chief Financial Officer position on a permanent basis.
Mr. Phelan’s biographical information is set forth in the Company’s definitive proxy statement filed on April 21, 2025 and is incorporated herein by reference.
There are no family relationships between Mr. Phelan and any director or executive officer of the Company, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On April 29, 2025, the Company also issued a press release announcing Mr. Ellis’ departure and the appointment of Mr. Phelan, a copy of which is attached hereto as Exhibit 99.1. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		 Description
10.22(A)
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2


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: April 29, 2025 By: /s/ Scott Levin
Scott Levin
Chief Legal Officer and Corporate Secretary
 

3
EX-10.22(A) 2 ellisemploymentagreement-a.htm EX-10.22(A) Document

Exhibit 10.22(A)
AMENDMENT NO. 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this “Amendment”) is dated as of April 29, 2025, and amends the Executive Employment Agreement, dated as of April 24, 2022, between Accel Entertainment, Inc., a Delaware corporation (the “Company”), and Mathew Ellis (“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 April 24, 2022 (the “Existing Agreement”).
WHEREAS, the term of the Existing Agreement ends on May 1, 2025 and the Parties desire to amend the Existing Agreement to extend the term 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.Term. The term of the Existing Agreement is hereby extended from May 1, 2025 until May 9, 2025.
3.Miscellaneous.
(a)Except as expressly set forth in this Amendment, all other terms of the Existing Agreement remain unchanged and in full force and effect.
(b)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.
(c)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.
(d)The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(e)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.
(f)This Amendment and the Existing Agreement constitute the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

[Signature Page Follows]


Exhibit 10.22(A)

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 Rubenstein
Title: President and Chief Executive Officer

ACCEPTED AND AGREED:

/s/ Mathew Ellis
Mathew Ellis
EX-99.1 3 pressreleasedated42925.htm EX-99.1 Document

Accel Entertainment Announces CFO Transition

Chicago, IL – April 29, 2025 – Accel Entertainment, Inc. (NYSE: ACEL) (“Accel” or the “Company”) today announced that Mathew Ellis, Chief Financial Officer, has resigned, effective May 9, 2025, to pursue other business interests. Mark Phelan, Accel’s President, U.S. Gaming, has been appointed as acting Chief Financial Officer upon Ellis’ departure. The company is undertaking a search to fill the CFO position on a permanent basis.
“On behalf of our employees, executive management and the board of directors, I would like to thank Mat for his commitment and contributions to Accel since he first joined us in 2015,” said Andy Rubenstein, Chief Executive Officer of Accel. “We wish Mat the best of luck in his future endeavors. I am pleased that Mark can step in seamlessly, on an interim basis, as our Chief Financial Officer. With Mark’s experience in finance and financial markets and his deep understanding of Accel’s business, combined with our finance and accounting teams’ deep bench of talent, we expect it to be business as usual. We are beginning the search for a permanent CFO and are focused on identifying a leader who can help us further accelerate growth, spark innovation, and shape a bright future for Accel.”
“It has been a pleasure to serve as Accel’s CFO for the past three years,” said Mathew Ellis. “I am grateful for the opportunity to have led the outstanding finance, IT and cash operations teams at Accel and am confident that they will continue to manage their respective functions with precision and commitment. I am excited about the plans Accel has for the future and wish the entire team nothing but success.”
About Accel
Accel Entertainment, Inc. (NYSE: ACEL) is a leading distributed gaming operator in the United States, as well as a developer of brick-and-mortar casinos that serve local gaming markets and horse racing venues. Accel is dedicated to delivering unmatched value to its customers through its innovative solutions and exceptional service and is a preferred partner for local business owners in the markets it serves. Accel is the largest terminal operator in the country, supporting more than 27,000 gaming terminals in 4,300 local and regional establishments across ten states. Offering turnkey full-service gaming solutions, Accel designs, manufactures, installs, and operates gaming terminals and related equipment, including slot machines, redemption terminals, video game machines, gaming software, and amusements to authorized non-casino locations including bars, restaurants, convenience stores, truck stops, fraternal and veteran establishments as well as casinos and horse racing venues.
Media Contact:
Eric Bonach
H/Advisors Abernathy
212-371-5999
eric.bonach@h-advisors.global