UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2023
Inspired Entertainment, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36689 | 47-1025534 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
250 West 57th Street, Suite 415 New York, New York |
10107 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 565-3861
Not Applicable
(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 to 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 | ||
| Common stock, par value $0.0001 per share | INSE | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. |
The Board of Directors (“Board”) of Inspired Entertainment, Inc. (the “Company”) has determined, as part of its ongoing work with senior management, to streamline strategic oversight and reconfigure the Office of the Executive Chair in parallel to the Board’s efforts to continuously improve the alignment of executive and employee compensation and incentives with shareholder interests. In doing so, the Board took the actions set out below which includes responsibility for Company strategy being absorbed by Messrs. Weil and Pierce.
Promotion of Brooks Pierce to President and Chief Executive Officer
On January 13, 2023, the Company promoted Brooks H. Pierce, from his current role as President and Chief Operating Officer to serve as President and Chief Executive Officer, effective immediately. Mr. Pierce will, in addition to his current responsibilities, have oversight for the corporate strategy of the Company and will report directly to the Board and its Executive Chair, A. Lorne Weil. There is no current intention to hire a replacement as Chief Operating Officer.
In connection with Mr. Pierce’s promotion, Mr. Pierce and the Company entered into a Second Addendum to Executive Employment Agreement (the “Pierce Addendum”), which amends the Employment Agreement entered into between Mr. Pierce and the Company dated February 17, 2020, as amended on July 22, 2021 (collectively, the “Pierce Employment Agreement”).
The Pierce Addendum extends the term of Mr. Pierce’s employment with the Company under the Pierce Employment Agreement through December 31, 2026. In connection with Mr. Pierce’s promotion, the Company made the following changes to Mr. Pierce’s compensation:
| ● | Mr. Pierce’s base salary is increased to $585,000 per year effective as of January 1, 2023; |
| ● | Mr. Pierce’s bonus eligibility is increased to 110% of his annual salary; and |
| ● | Subject to approval by the stockholders of the Company of its omnibus equity plan at the upcoming 2023 Annual Meeting of Stockholders, the grant of 125,000 restricted stock units (“RSUs”), half of which may be earned in 2025 and the remaining half of which may be earned in 2026 based on the Company achieving targets based on adjusted EBITDA for such years. Any earned RSUs will vest on the last day of the performance period, if Mr. Pierce is then employed by the Company. |
The description of the Pierce Addendum set forth above is qualified in its entirety by reference to the full text of the Pierce Addendum, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Extended Term for the Executive Chairman
On January 12, 2023, the Company concurrently entered into a Second Addendum to Executive Employment Agreement (the “Weil Addendum”) with A. Lorne Weil, the Company’s Executive Chair. The Weil Addendum extended the term of Mr. Weil’s employment with the Company dated October 9, 2020, as clarified on April 12, 2021, and amended effective June 21, 2021 (the “Weil Employment Agreement”) to December 31, 2027 extended beyond previous option year.
The Weil Addendum also makes the following changes to the Weil Employment Agreement:
| ● | Mr. Weil’s base salary is increased to $800,000 per year effective as of January 1, 2023; |
| ● | The annual limit on shares or RSUs that the Company may grant to Mr. Weil under its equity compensation plan is increased to 80,000; |
| ● | RSUs previously granted to Mr. Weil that are tied to achieving designated stock price levels will continue to be eligible to vest during the extended term; |
| ● | The grant, subject to approval by the stockholders of the Company of its omnibus equity plan at the upcoming 2023 Annual Meeting of Stockholders, of an aggregate of 250,000 performance based restricted stock units (the “Weil RSUs”). 125,000 of the Weil RSUs will be Adjusted EBIDTA RSUs, 41,666 of which may be earned for 2025, 41,666 of which may be earned for 2026 and 41,667 of which may be earned for 2027. The remaining 125,000 of the Weil RSUs will be Stock Price Based RSUs with the following vesting requirements: |
| i. | 31,250 will vest if the average closing price of the Company’s common stock for any consecutive 45 calendar day period following the date of the Weil Second Addendum shall be not less than $15.00; | |
| ii. | 31,250 will vest if the average closing price of the Company’s common stock for any consecutive 45 calendar day period following the date of the Weil Second Addendum shall be not less than $17.50; | |
| iii. | 31,250 will vest if the average closing price of the Company’s common stock for any consecutive 45 calendar day period following the date of the Weil Second Addendum shall be not less than $20.00; and | |
| iv. | 31,250 will vest if the average closing price of the Company’s common stock for any consecutive 45 calendar day period following the date of the Weil Second Addendum shall be not less than $22.50. |
| ● | Extending the existing provisions under the Weil Employment Agreement relating to the treatment of equity awards due to death and change in control to the conditional grant of performance based RSUs escribed above (relating to Conditions Relating to Death and Change in Control with Respect to the Special Long-Term Grant). |
The description of the Weil Second Addendum set forth above is qualified in its entirety by reference to the full text of the Weil Second Addendum, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01. | Other Events |
On January 10, 2023, owing to the reconfiguration of the Office of the Executive Chair, Daniel B. Silvers stepped down from his position as the Company’s Executive Vice President and Chief Strategy Officer, effective immediately. The Company thanked Mr. Silvers for his service since the formation of the Company and wished him well and Mr. Silvers thanked the Company for the opportunity to be part of the Office of the Executive Chair.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit Number | Description | |
| 10.1 | Second Addendum, effective January 1, 2023, to the Employment Agreement dated February 17, 2020, as amended, by and between the Company and Brooks H. Pierce. | |
| 10.2 | Second Addendum, effective January 1, 2023, to the Employment Agreement dated October 9, 2020, as amended, by and between the Company and A. Lorne Weil. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| January 17, 2023 | Inspired Entertainment, Inc. | |
| By: | /s/ Carys Damon | |
| Name: | Carys Damon | |
| Title: | General Counsel | |
Exhibit 10.1
THIS SECOND ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Second Addendum”) is entered into on January 13, 2023, by and between Inspired Entertainment Inc. (“Inspired” or “the Company”) and BROOKS H. PIERCE (“Executive”) (collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Employment Agreement (as defined below)
WHEREAS the Company entered a contract with the Executive on February 17, 2020, as amended effective July 22, 2021 (“the Employment Agreement); and
WHEREAS the Company wishes to extend the term of the Employment Agreement and appoint the Executive as the Company’s Chief Executive Officer.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and consideration provided, the Parties, intending to be legally bound, agreed as of January 1, 2023, except to the extent specifically provided to the contrary below, to the following modifications to the Agreement:
| 1. | Section 2 (Commencement and Term) shall be amended by deleting the first sentence and replacing it with the following: | |
| “The Executive’s employment with the Company under this Agreement shall (subject to the Sections 2a & b below, 6, and 14 hereof) shall terminate on December 31, 2026 (the “Contract Termination Date”).” |
| 2. | Section 3a.i shall be amended by substituting “Chief Executive Officer, effective as of the date the Parties sign this Agreement” for “Chief Operating Officer.” |
| 3. | Section 3a.iii shall be deleted in its entirety and replaced with the following: | |
| “shall have the duties, responsibilities, and authority customary for such a position in an organization of the size and nature of the Company, including oversight and supervision of the strategic function under the Executive Chair, subject to the Board’s ability to expand, change or limit such duties, responsibilities, and authority in its sole discretion, and report directly to the Board and the Executive Chair;” | ||
| 4. | Section 5a Remuneration shall be amended by substituting “five hundred and eighty-five thousand U.S. dollars (US$585,000) per year” for “five hundred twenty-five thousand U.S. dollars (US$525,000) per year.” |
| 5. | Section 5b REMUNERATION shall be amended such that the Target Bonus shall be increased from one hundred percent (100%) to one hundred and ten percent (110%) of Executive’s annual Salary. |
| 6. | There shall be an additional Section 6(d) added as follows: | |
| SPECIAL EQUITY GRANT. Subject to stockholder approval as set out below, the Company shall award the Executive one hundred and twenty-five thousand (125,000) performance based RSUs as follows: |
| 1 |
| i. | Adjusted EBITDA Based RSUs. |
| a. | Subject to stockholder approval as set forth in Section 22 below, the Company shall grant the Executive one hundred and twenty-five thousand (125,000) Adjusted EBITDA Based RSUs. Half of the Adjusted EBITDA Based RSUs (62,500) may be earned in 2025 and the remaining half in 2026 based on the Company’s achievement of annual Adjusted EBITDA Targets (as defined and consistent with the STI program) and threshold performance levels set by the Compensation Committee for 2025 and 2026. |
| b. | The 2025 Adjusted EBITDA Based RSUs shall vest, if earned, on December 31, 2025 and the 2026 portion will vest, if earned, on December 31, 2026. |
| c. | The terms and conditions of these awards shall be subject to the terms of the 2023 omnibus equity plan and an award agreement approved by the Compensation Committee. |
| 7. | The following sentence shall be added at the end of Section 14(b): | |
| “It shall be a condition to the Executive receiving the benefits described in this Section 14(b) that the Executive shall, not less than seven (7) days prior to the Discretionary Notice Termination Date, execute a release of the Company, in form and substance reasonably satisfactory to the Board, which release shall remain in full force and effect at the Discretionary Notice Termination Date.” |
| 8. | The effectiveness of these awards shall be subject to the approval by the stockholders of the Company at the 2023 Annual Meeting of Stockholders for the Company’s omnibus equity plan. Upon approval, the equity awards in Section 6d. of the Employment Agreement shall be effective. In the event the stockholders do not approve the Company’s omnibus equity plan, then the equity award in this Section 6d. shall terminate without the need for further action, but the remainder of this Second Addendum shall remain in force in accordance with its terms. |
All other terms of the Employment Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.
| INSPIRED ENTERTAINMENT, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
| EXECUTIVE | |
| Brooks H. Pierce | |
| Date: |
| 3 |
Exhibit 10.2
THIS SECOND ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Second Addendum”) is entered into on January 12, 2023, by and between Inspired Entertainment Inc. (“Inspired” or the “Company”) and A. LORNE WEIL (“Executive”) (collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in the Employment Agreement (as defined below)
WHEREAS the Company entered a contract with the Executive on October 9, 2020, as clarified on April 12, 2021, and amended effective June 21, 2021 (the “Employment Agreement”);
WHEREAS the Parties mutual agree to extend to extend the Contract Termination Date (as defined under Section 2 of the Employment Agreement) from December 31, 2024 to December 31, 2027 of the Employment Agreement, subject to the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and consideration provided, the Parties, intending to be legally bound, agreed as of January 1, 2023 except as otherwise specifically provided below, to the following modifications to the Agreement:
| 1. | Section 2 (Commencement and Term) shall be amended by changing “December 31, 2024” to “December 31, 2027” as the Contract Termination Date and changing the reference therein from “Section 13” to “Section 14” (Termination of Employment). | |
| 2. | Section 2a (Optional Sixth Year) shall be deleted in its entirety. | |
| 3. | Section 5a (Base Salary) shall be amended to substituting “eight hundred thousand U.S dollars (US$800,000) per year” for seven hundred and fifty thousand U.S. dollars (US$750,000) per year.” | |
| 4. | Section 5c(ii) (Long-term incentive plan) shall be amended by increasing the annual limit on shares or RSUs that the Company may grant to the Executive pursuant to an LTIP from “75,000” to “80,000” during a fiscal year. | |
| 5. | Section 6a2iv shall be deleted in its entirety and replaced with the following: |
| “iv. | Except as set forth herein, any Special Long-Term Equity Grant RSUs which have not vested on or prior to December 31, 2027 shall be forfeited.” |
| 6. | Section 6(b) (Conditions Relating to Death and Change in Control with Respect to the Special Long-Term Grant) shall be amended such that all references to “December 31, 2024” or “December 31, 2025” shall be therein shall be replaced with “December 31, 2027” such that the terms set forth in subsections (i) and (ii) hereof apply in the event of either a termination of employment due to death or a Change in Control on or before December 31, 2027 (. |
| 1 |
| 7. | There shall be a new Section 6(c) shall be added as follows: | |
| “c. 2023 Special Equity Grant. Subject to stockholder approval of the Company’s omnibus equity plan at the Company’s 2023 annual stockholders’ meeting as set out below, and in addition to the compensation of the Executive referred to previously in the Agreement, the Company hereby awards the Executive two hundred and fifty thousand (250,000) performance based RSUs (the “2023 Special Equity Grant”) on the following terms: |
| i. | Adjusted EBITDA Based RSUs. An aggregate of 125,000 RSUs shall be Adjusted EBITDA Based RSUs which may be earned based on the Company’s achievement of EBITDA Targets on the same terms as set forth in Section 6a2 of this Agreement, including the pro-ration clause under Section 6a2i and the rollover of excess Adjusted EBITDA to a later year under Section 6a2ia; provided, however, that (i) the Executive shall have the ability to earn 41,666 RSUs with respect to the 2025 fiscal year ; an additional 41,666 RSUs with respect to the 2026 fiscal year and 41,667 RSUs with respect to the 2027 fiscal year based on the Company achieving its corresponding annual Adjusted EBITDA targets and (ii) the Executive shall vest in any earned Adjusted EBITDA Based RSUs for a fiscal year by being employed until the end of such year. For the avoidance of doubt, determination of Adjusted EBITDA for 2025 through 2027 shall be made by the Board or the Compensation Committee not later than 30 days following the date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission with respect to such fiscal year. |
| ii. | Stock Price Based RSUs. |
| 1. | An aggregate of 125,000 RSUs shall be Stock Price Based RSUs, which shall be earned by meeting the stock price targets and the thresholds set forth below. | |
| 2. | The Stock Price Based RSUs shall vest based on the stock price of the Company’s common stock, subject to the satisfaction of the Stock Price Condition, as follows: |
| a. | 31, 250 will vest if the average Closing Price of the Company’s common stock for any consecutive 45 calendar day period following the date hereof shall be not less than $15.00; | |
| b. | 31,250 RSUs will vest if the average Closing Price of the Company’s common stock for any consecutive 45 calendar day period following the date hereof shall be not less than $17.50; and | |
| c. | 31,250 RSUs will be earned if the average Closing Price of the Company’s common stock for any consecutive 45 calendar day period following the date hereof shall be not less than $20.00. | |
| d. | 31,250 RSUs will be earned if the average Closing Price of the Company’s common stock for any consecutive 45 calendar day period following the date hereof shall be not less than $22.50. |
| iii. | Vesting of the 2023 Special Equity Grants in the case of death or a Change in Control shall be treated in accordance with subsection (d) of this Section 6. |
| 2 |
| 8. | A new Section 6(d) shall be added as follows: |
(d) Conditions Relating to Death and Change in Control with Respect to the 2023 Special Equity Grants. Except as set forth in subsections (i) and (ii) hereof, if the employment of the Executive terminates for any reason on or before December 31, 2027, any portion of the 2023 Special Equity Grant that has not vested prior to such date shall be forfeited.
| i. | In the circumstance of a Change in Control on or prior to December 31, 2027, after which Change in Control the Company’s stock is no longer traded on a U.S. public exchange because either x) the Company has been taken private or y) the Company has been purchased by another public company, Executive will receive any unearned and unvested portion of the Stock Priced Based RSUs and, if prior to December 31, 2027, and Executive will be deemed to earn at target the EBITDA-Based RSUs for the year in which such change occurs. |
| ii. | In the circumstance of a Change in Control Termination Event on or prior to December 31, 2027 after which Change in Control the Company’s stock is still traded on a U.S. public exchange, the Executive will receive: (x) the EBITDA-Based RSUs for the year in which such Change In Control Termination Event occurs; and (y) any Stock-Priced Based RSUs earned as of the Change in Control Date or between the Change in Control Date and Termination Date, without regard to the 45 day consecutive period requirement, for each of the following as applicable: |
| a. | In the event that the Change in Control price is $15.00, any previously unearned portion of the first tranche of 31,250 Stock-Priced RSUs; |
| b. | In the event the Change in Control price is more than $15.00 and less than $17.50, a percentage of any previously unearned portion of the second tranche of 31,250 Stock-Price Based RSUs with a $17.50 floor based on the amount of the Change in Control price above $15.00 divided by 2 times the shares previously unearned; |
| c. | In the event the Change in Control price is more than $17.50 and less than $20, a percentage of any previously unearned portion of the third tranche of 31,250 Stock-Price Based RSUs with a $20,00 floor based on the amount of the Change in Control price above $17.50 divided by 6.75 times the shares previously unearned. |
| d. | In the event the Change in Control price is more than $20 and less than $22.50, a percentage of any previously unearned portion of the fourth tranche of 31,250 Stock-Price Based RSUs with a $22.50 floor based on the amount of the Change in Control price above $20 divided by 6.75 times the shares previously unearned. |
| iii. | If the Executive shall terminate employment prior to December 31, 2027 and such termination shall not constitute a Change in Control Termination Event, or the death of the Executive, the unearned portion of the 2023 Special Equity Grant shall be forfeited.” |
| 9. | The following sentence shall be added at the end of Section 14(b): |
“It shall be a condition to the Executive receiving the benefits described in this Section 14(b) that the Executive shall, not less than seven (7) days prior to the Discretionary Notice Termination Date, execute a release of the Company, in form and substance reasonably satisfactory to the Board, which release shall remain in full force and effect at the Discretionary Notice Termination Date.”
| 10. | In the event the stockholders do not approve the Company’s omnibus equity plan at the 2023 annual stockholders’ meeting, then the grant of the 2023 Special Equity Award in Section 6(c) of the Agreement shall be immediately terminated without the requirement of any further action, but the remainder of this Second Addendum shall remain in full force and effect in accordance with its terms. |
All other terms of the Employment Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date first written above.
| INSPIRED ENTERTAINMENT, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
| EXECUTIVE | ||
| A. Lorne Weil | ||
| Date: | ||
| 4 |