Attached files
| file | filename |
|---|---|
| EX-3.3 - EXHIBIT 3.3 - Accel Entertainment, Inc. | bylawamendment.htm |
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): May 6, 2020
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 |
Warrants, each whole Warrant exercisable for one share of Class A-1 common stock at an exercise price of $11.50 per share | ACEL-WS | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2020, the Board of Directors (the “Board”) of Accel Entertainment, Inc. (the “Company”) amended the Company’s bylaws (the “Bylaw Amendment”) to adopt a provision designating the federal district courts of the United States as the exclusive jurisdiction for any litigation arising under the Securities Act of 1933, as amended.
The foregoing summary and description of the provisions of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is filed as Exhibit 3.3 with this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) and the following proposals were adopted:
1. | Election of two Class I Directors, Andrew Rubenstein and Karl Peterson, each to serve a three-year term, which will expire at the 2023 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director’s earlier resignation or removal. The vote tally was as follows: |
Nominees | Shares For | Shares Withheld | Broker Non-Votes | |||
Andrew Rubenstein | 59,268,022 | 492,844 | 4,268,745 | |||
Karl Peterson | 54,192,714 | 5,568,152 | 4,268,745 | |||
2. | Ratification of appointment of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020. The vote tally was as follows: |
Shares For | Shares Against | Shares Abstaining | |||
64,025,317 | 0 | 4,294 | |||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
3.3 * | ||
* Filed herewith.
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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: May 11, 2020 | By: | /s/ Brian Carroll | |
Brian Carroll | |||
Chief Financial Officer | |||
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