Strong support for Accel (NYSE: ACEL) directors and Deloitte

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Accel Entertainment, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected six directors—Karl Peterson, Kathleen Phillips, Doris M. Robinson, Kenneth B. Rotman, Andrew Rubenstein, and Bruce D. Wardinski—to one-year terms expiring at the 2027 annual meeting.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 64,713,196 shares voting for the proposal. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 72,160,763 shares voting in favor.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for highest-supported director: 64,785,514 shares Say-on-pay votes for: 64,713,196 shares Say-on-pay broker non-votes: 7,548,229 shares +2 more

5 metrics

Votes for highest-supported director 64,785,514 shares Shares voted for Bruce D. Wardinski as director at 2026 annual meeting

Say-on-pay votes for 64,713,196 shares Non-binding advisory approval of executive compensation

Say-on-pay broker non-votes 7,548,229 shares Broker non-votes on executive compensation proposal

Auditor ratification votes for 72,160,763 shares Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 135,416 shares Votes against Deloitte & Touche LLP ratification

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

broker non-votes regulatory

"Shares For | Shares Withheld | Shares Abstaining | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm regulatory

"the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders regulatory

"held its 2026 Annual Meeting of Stockholders, and the following actions were taken"

Understanding 8-K Material Events →

05/07/2026 - 04:04 PM

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 7, 2026

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 5.07. Submission of Matters to a Vote of Security Holders.

On May 7, 2026, Accel Entertainment, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders, and the following actions were taken:

1.Election of Directors. Karl Peterson, Kathleen Phillips, Doris M. Robinson, Kenneth B. Rotman, Andrew Rubenstein, and Bruce D. Wardinski were elected to serve on the Board, each to serve a one-year term, which will expire at the 2027 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	Shares Abstaining	Broker Non-Votes
Karl Peterson	64,645,100	—	198,328	7,548,229
Kathleen Philips	64,618,256	—	225,172	7,548,229
Doris M. Robinson	64,665,143	—	178,285	7,548,229
Kenneth B. Rotman	64,632,282	—	211,146	7,548,229
Andrew Rubenstein	64,620,663	—	222,765	7,548,229
Bruce D. Wardinski	64,785,514	—	57,914	7,548,229

2.Advisory Vote on Executive Compensation. The Board's proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers was approved. The vote tally was as follows:


Shares For	Shares Against	Shares Abstaining	Broker Non-Votes
64,713,196	110,507	19,725	7,548,229

3.Ratification of Appointment Independent Registered Public Accounting Firm. The Board's proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 was approved. The vote tally was as follows:


Shares For	Shares Against	Shares Abstaining
72,160,763	135,416	95,478

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 7, 2026	By:	/s/ Scott Levin
		Scott Levin
		Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Accel Entertainment (ACEL) shareholders vote on at the 2026 annual meeting?

Accel shareholders voted on three items: electing six directors for one-year terms, approving executive compensation on a non-binding advisory basis, and ratifying Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Were all Accel Entertainment (ACEL) director nominees elected at the 2026 meeting?

Yes. All six nominees—Karl Peterson, Kathleen Phillips, Doris M. Robinson, Kenneth B. Rotman, Andrew Rubenstein, and Bruce D. Wardinski—were elected. Each received over 64.6 million shares voted in favor, with additional broker non-votes recorded on each director proposal.

How did Accel Entertainment (ACEL) shareholders vote on executive compensation in 2026?

Shareholders approved the non-binding advisory vote on executive compensation. The tally was 64,713,196 shares for, 110,507 against, and 19,725 abstaining, with 7,548,229 broker non-votes, indicating broad support for the named executive officers’ pay program as presented.

Did Accel Entertainment (ACEL) shareholders ratify Deloitte as auditor for 2026?

Yes. Stockholders ratified the appointment of Deloitte & Touche LLP as Accel’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 72,160,763 shares for, 135,416 against, and 95,478 abstaining in the auditor ratification vote.

What are broker non-votes in Accel Entertainment’s 2026 shareholder results?

Broker non-votes occur when brokers hold shares for clients who do not give voting instructions on certain proposals. For Accel’s director and executive compensation items, there were 7,548,229 broker non-votes, which count for quorum but not as votes for or against those proposals.

Filing Exhibits & Attachments

3 documents