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.


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: May 11, 2020
By:
 
/s/ Brian Carroll
 
 
 
Brian Carroll
 
 
 
Chief Financial Officer
 


3



Exhibit 3.3
AMENDMENT NO. 1

TO THE

BYLAWS OF

ACEL ENTERTAINMENT, INC.

MAY 6, 2020

The following sets forth Amendment No. 1 to the Bylaws of Accel Entertainment, Inc., Inc., a Delaware corporation (the “Company”):

1.A new Section 9.17, Article IX the Bylaws of the Company (the “Bylaws”) is added, pursuant to the requisite approval of the Board of Directors of the Company, by resolutions adopted on May 6, 2020, to read as follows:

“9.17. Forum Selection.    Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.17.”

2.Except as expressly modified hereby, the Bylaws and all of the provisions contained therein shall remain in full force and effect.

[Signature Page Follows]







IN WITNESS WHEREOF, the undersigned has hereto subscribed his name as of the date first above written.

ACCEL ENTERTAINMENT, INC.

By: /s/ Derek Harmer
Name: Derek Harmer    
Title: General Counsel and Chief Compliance Officer