Accel Entertainment, Inc. (ACEL) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Accel Entertainment Inc. 2021 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to turn the conference over to Andrew Rubenstein, our Chief Executive Officer. Mr. Rubenstein, please go ahead.

Thank you. Good afternoon, everyone. Welcome, and thanks for joining us for our 2021 Annual Meeting of Stockholders. I'm Andrew Rubenstein, President and Chief Executive Officer of Accel Entertainment. I will act as the Chairman of this annual meeting and now call the meeting to order. We welcome all of our stockholders who are attending via our web meeting portal. Through this online platform, we believe we are able to increase stockholder participation and safely reach a greater number of our stockholders without needing to meet in person. I would like to take a moment to thank all of Accel's team members for their perseverance during the COVID crisis and tremendous efforts to help our partner establishments during these unprecedented times. Despite the challenges posed by the COVID shutdowns, we were able to grow our business through our continued expansion in Georgia, the acquisition of American Video Gaming in Illinois and are entering into an agreement to purchase Century Gaming, which will give us a significant presence in Montana and Nevada. I'm exceptionally proud of what the Accel team has been able to accomplish during this past year, all of which positions us very well for future growth. Now I'd like to introduce Derek Harmer, our General Counsel and Chief Compliance Officer, who will act as Secretary of this annual meeting and keep the minutes.

Thank you, Andy. I'm advised by the Inspector of Election that over a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present. We will describe the proposals to be voted on today later during the meeting. The polls are now open for voting. Voting is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change his or her vote may do so by clicking the Vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the Internet or by phone, and who do not wish to change their vote, do not need to take any further action. Their votes will be counted automatically. We expect to close the polls at the end of the Q&A session. We will answer questions regarding matters to be voted on at the meeting after all matters have been presented as appropriate. Stockholders are limited to one question each. Though we may not be able to answer every question, we will do our best to respond to as many as possible in the time permitted. The time permitted for the question-and-answer session will be limited to 10 minutes. [Operator Instructions] Only stockholders will be permitted to present questions, and you must have your 16-digit control number to do so. Please note that no one attending via the webcast is permitted to use any audio recording device during this meeting. In addition to Mr. Rubenstein and myself, the members of the Board of Directors and other officers of Accel present by remote access are as follows: Karl Peterson, Chairman of the Board; Gordon Rubenstein, Vice Chairman; David "Buzz" Ruttenberg, Director; Kathleen Philips, Director; Eden Godsoe, Director; Ken Rotman, Director; Dee Robinson, Director. Also present from Accel's management team are Brian Carroll, Chief Financial Officer; Mark Phelan, Chief Revenue Officer; Michael Marino, Chief Commercial Officer; and Ryan Hammer, President of Gaming Operations. I would also like to introduce a few others in attendance by remote access today, which include Rory Doheny and Tim Hull of KPMG LLP, our independent registered accounting firm. They will be available during the Q&A session. In addition, Matt Ellis of Accel will act as the Inspector of Election for this meeting and tabulate results of the voting. Mr. Ellis has executed the oath of Inspector of Election. Now I will turn to the formal business of this meeting. The proposal to be considered are described in our proxy statement dated March 24, 2021, and I'll review those in a few minutes. But first, I will report on the notice for this meeting. Our Board of Directors fixed March 16, 2021, as the record date for determining the stockholders entitled to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Services attesting that a notice of Internet availability of proxy materials was mailed on or about March 24, 2021, to all of Accel stockholders of record determined as of the close of business on the record date. The affidavit will be incorporated into the minutes of this meeting. I have a list of the stockholders entitled to vote at this meeting, which is available for inspection by any stockholder present or by any proxy holder representing a stockholder and which will be filed with the records of this meeting. The registered stockholder list is available for the duration of the meeting and can be found on the meeting page in the footer section. The list of stockholders shows that as of the record date, there were 93,379,508 shares of our Class A common stock outstanding and entitled to vote at this meeting, with each share of Class A-1 common stock entitled to 1 vote. As previously mentioned, the Inspector of Election has advised that over a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present. We are, therefore, authorized to transact business at this meeting. Now I will present the matters to be voted on. Proposal 1, election of Directors. As stated in the notice of this annual meeting and our proxy statement, the first item of business is to elect 2 Directors, each to serve for 3 years and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. The Director nominees are Gordon Rubenstein and David Buzz Ruttenberg. No other Director nominees have been properly submitted for election pursuant to our bylaws or the Securities and Exchange Commission rules. Therefore, no other nominations may be accepted. The Accel Board of Directors recommends a vote for the election of each of the nominated Directors. As Secretary of this annual meeting and on behalf of the Board of Directors, I move for the election of each of the nominated Directors, which motion is seconded by proxy. Proposal 2, ratification of independent registered public accounting firm. The second item of business is to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The Accel Board of Directors recommends a vote for the ratification of the appointment of KPMG LLP. As Secretary of this meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. This concludes the discussion of the proposals. We will now address any questions that stockholders have submitted that are relevant to the proposals. Please note that we will not address any questions that are irrelevant to the matters presented at this meeting. If you have not already submitted a question and wish to do so, please enter your question now through the webcast portal. As noted earlier, stockholders are limited to one question each. Though we may not be able to answer every single question, we will do our best to respond to as many as possible in the time permitted. The time permitted for the question-and-answer session is limited to 10 minutes. If we do not receive any relevant questions, we will conclude the Q&A session earlier. We will now pause for one minute to allow stockholders to submit questions. Thank you. We do not see any questions, and we'll conclude the question-answer session now. Now that everyone has had the opportunity to vote, I now declare the polls for the 2021 Annual Meeting of Stockholders of Accel Entertainment, Inc. closed. We'll now turn to the results of the voting. We now have preliminary voting results. Directors elected pursuant to Proposal 1 are elected by a plurality of the votes of the shares of the capital stock present in person or represented by proxy at the meeting and entitled to vote on the election of Directors, which means that the 2 nominees receiving the highest number of affirmative votes will be elected to the Board of Directors. Based on the results as tabulated by the Inspector of Election, Gordon Rubenstein and David Buzz Ruttenberg are the 2 nominees on the ballot who received the highest number of affirmative votes cast. And therefore, each nominee has been elected to the Board of Directors. The vote required to approve Proposal 2 is the affirmative vote of the holders of the majority of the voting power of the shares of capital stock entitled to vote on Proposal 2 that are present in person or represented by proxy at the meeting and are voted for or against the matter. Based on results as tabulated by the Inspector of Election, the proposal to ratify the appointment of KPMG LLP has been approved by a majority of the votes cast. Congratulations. There are no other formal items of business before this meeting. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission on a Form 8-K within the next 4 business days. This concludes our meeting, and the annual meeting is now adjourned. Thank you for your participation.

The 2021 Annual General Meeting of Stockholders of Accel Entertainment, Inc. has now come to an end. Thank you for attending. You may now leave the virtual meeting.