Inspired Entertainment (INSE) holders approve directors, say-on-pay cadence and 2026 auditor

Rhea-AI Filing Summary

Inspired Entertainment, Inc. held its 2026 Annual Meeting of Stockholders, where investors elected seven directors to serve until the 2027 annual meeting or until successors are elected and qualified. Each nominee received over 14 million votes in favor, with several above 15 million.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 15,043,435 votes for, 663,855 against and 427,229 abstentions. In a separate advisory vote on how often to hold future say-on-pay votes, investors favored an annual vote, with 11,455,520 votes for every one year versus 4,594,010 for every three years.

Investors also ratified the appointment of CBIZ CPAs P.C. as independent auditor for the fiscal year ending December 31, 2026, with 19,994,780 votes for, 430,053 against and 31,008 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Votes for highest-supported director: 15,587,973 votes Broker non-votes on director elections: 4,321,322 shares Say-on-pay approval votes: 15,043,435 for +5 more

8 metrics

Votes for highest-supported director 15,587,973 votes John M. Vandemore director election, 2026 annual meeting

Broker non-votes on director elections 4,321,322 shares Director election proposals, 2026 annual meeting

Say-on-pay approval votes 15,043,435 for Advisory vote on executive compensation, 2026 meeting

Say-on-pay against votes 663,855 against Advisory vote on executive compensation, 2026 meeting

Annual say-on-pay preference 11,455,520 votes Frequency of compensation vote, every one year option

Three-year say-on-pay preference 4,594,010 votes Frequency of compensation vote, every three years option

Auditor ratification for votes 19,994,780 for Ratification of CBIZ CPAs P.C. for fiscal 2026

Auditor ratification against votes 430,053 against Ratification of CBIZ CPAs P.C. for fiscal 2026

Key Terms

broker non-votes, advisory vote, independent auditor, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"Broker Non-Votes 4,321,322"

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.

advisory vote financial

"The stockholders approved, by advisory vote, the compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent auditor financial

"the independent auditor of the Company for the fiscal year ending December 31, 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Meeting”)."

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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 27, 2026

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

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))

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. ☐

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

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

On May 27, 2026, Inspired Entertainment, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). Set forth below are the voting results for each of the proposals presented at the Meeting.

Proposal No. 1 – Election of Directors

The stockholders elected each of the seven nominees for director listed below, to serve on the Company’s Board of Directors until the Company’s 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

Nominee		For				Withheld				Broker Non-Votes
A. Lorne Weil			15,232,373				902,146				4,321,322
Michael R. Chambrello			15,394,726				739,793				4,321,322
Ira H. Raphaelson			14,071,175				2,063,344				4,321,322
Desirée G. Rogers			15,685,575				448,944				4,321,322
Steven M. Saferin			15,461,928				672,591				4,321,322
Katja Tautscher			15,463,764				670,755				4,321,322
John M. Vandemore			15,587,973				546,546				4,321,322

Proposal No. 2

The stockholders approved, by advisory vote, the compensation of the Company’s named executive officers:

For		Against		Abstain		Broker Non-Votes
15,043,435		663,855		427,229		4,321,322

Proposal No. 3

The stockholders voted, on an advisory basis, on the frequency of the vote on compensation of the Company’s named executive officers.

Every Three Years		Every Two Years		Every One Year		Abstain		Broker Non-Votes
4,594,010		40,797		11,455,520		44,192		4,321,322

Proposal No. 4 – Ratification of the Appointment of CBIZ CPAs P.C.

The stockholders ratified the appointment of CBIZ CPAs P.C. as the independent auditor of the Company for the fiscal year ending December 31, 2026:

For		Against		Abstain
19,994,780		430,053		31,008

SIGNATURES

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.

Dated: June 2, 2026

INSPIRED ENTERTAINMENT, INC.
By	/s/ Carys Damon
Name:	Carys Damon
Title:	Corporate Secretary

FAQ

What did Inspired Entertainment (INSE) stockholders decide at the 2026 annual meeting?

Stockholders elected seven directors, approved executive compensation on an advisory basis, chose an annual say-on-pay vote, and ratified CBIZ CPAs P.C. as auditor for 2026. These decisions set the company’s board composition, pay feedback cycle, and audit firm for the year.

How did Inspired Entertainment (INSE) stockholders vote on director elections in 2026?

All seven director nominees were elected, each receiving more than 14 million votes for. For example, John M. Vandemore received 15,587,973 votes for and 546,546 withheld, with 4,321,322 broker non-votes recorded, confirming broad support for the existing board slate.

Did Inspired Entertainment (INSE) stockholders approve executive compensation in 2026?

Yes, stockholders approved the compensation of named executive officers in an advisory vote, with 15,043,435 votes for, 663,855 against, and 427,229 abstentions. This non-binding outcome indicates support for the company’s current executive pay program and structure.

How often will Inspired Entertainment (INSE) hold say-on-pay votes after the 2026 meeting?

Stockholders expressed a preference for annual say-on-pay votes, with 11,455,520 votes for every one year. Alternatives received 4,594,010 votes for every three years and 40,797 for every two years, plus 44,192 abstentions, guiding the company’s future advisory vote frequency.

Which audit firm did Inspired Entertainment (INSE) stockholders ratify for fiscal 2026?

Stockholders ratified CBIZ CPAs P.C. as independent auditor for the fiscal year ending December 31, 2026. The ratification received 19,994,780 votes for, 430,053 against, and 31,008 abstentions, confirming continued use of this firm for external audit services.

What were broker non-votes at the Inspired Entertainment (INSE) 2026 meeting?

Broker non-votes are shares held in street name where brokers lacked authority to vote on certain items. At this meeting, 4,321,322 broker non-votes were recorded on director elections, the say-on-pay proposal, and say-on-pay frequency, affecting quorum and vote tallies.

Filing Exhibits & Attachments

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• EX-101 XBRL LABEL FILE 33.4 KB
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