Inspired Entertainment, Inc. (INSE) Earnings Call Transcript & Summary

Good morning. I'm Lorne Weil, Executive Chairman of the company, and on behalf of Inspired Entertainment and the Board of Directors, I'd like to welcome you to the 2021 Annual Meeting of Stockholders and call the meeting to order. The stockholders have had the opportunity to submit questions in advance of the meeting through the virtual meeting website. And stockholders attending today's meeting may submit questions during the meeting through the text box on their screen. The company will respond to the questions submitted through the site in writing after the call and post the Q&A in the shareholder meeting page of our website. I'd like to introduce you to the other directors and officers of the company who are attending this virtual meeting. Our directors present are Michael Chambrello, Ira Raphaelson, Desiree Rogers, Steven Saferin, John Vandemore and Katja Tautscher. Our officers present are Brooks Pierce, President and COO; Daniel Silvers; Executive VP and Chief Strategy Officer; Stewart Baker, Executive Vice President and CFO; and Carys Damon, General Counsel and Secretary, who will be serving as secretary of the meeting. To begin, I have a few housekeeping matters to announce. Continental Stock Transfer & Trust Company, the company's transfer agent, has provided an affidavit confirming the mailing of the notice of the annual meeting of stockholders and the proxy statement together with the company's 2020 annual report on Form 10-K on April 14, 2021, to each stockholder of record as of April 1, 2021, the record date for the meeting. The affidavit will be appended to the minutes of this meeting. [ Jeffrey Rubin ], a representative of our outside legal counsel, has been appointed to act as inspector of election of this meeting. His oath as inspector has been submitted and will also be appended to the minutes of the meeting. The certified list of stockholders of record as of the record date is available for inspection during the meeting on the virtual meeting website and has been available for inspection at the company's offices during the prior 10-day basis. The inspector has informed me that the holders of a majority of the 23,218,323 shares entitled to vote at the meeting are present in person or represented by proxy. Accordingly, with a quorum being present, this meeting is declared open to proceed with its business. The meeting will consider 3 proposals, each of which is described in our proxy statement included in the vote required for approval. The first proposal is the election of 7 directors of the company. The Board of Directors has nominated and recommended the election of and I hereby move that we elect as directors Lorne Weil, Michael Chambrello, Ira Raphaelson, Desiree Rogers, Steven Saferin, Katja Tautscher, and John Vandemore, each to hold office until the 2022 annual meeting of stockholders or until their successors are elected.

I second the motion.

The next matter to be considered is the company's 2021 omnibus incentive plan. A discussion of the proposal can be found on Pages 32 through 40 of the proxy statement. I move that we approve the company's proposed 2021 omnibus incentive plan.

I second the motion.

The final matter to be considered is the ratification of the appointment of Marcum LLP as the independent auditor of the company for the fiscal year ending December 31, 2021. The Board of Directors favors this proposal. And I hereby move that the proposal be approved.

I second the motion.

We will now proceed to vote on the 3 proposals. The time is now 10:05 a.m. on May 11, 2021, and the polls are open for voting on the matters presented. Please remember that if you've already submitted your proxy, your shares have been voted accordingly. You do not need to vote today unless you're voting for the first time or want to change your previous vote. [Voting]

Okay. Since those desiring to vote have now done so, I now declare the polls closed at 10:06 a.m. If the inspector has completed the tabulation, I now ask the inspector to announce the preliminary results of the voting.

Mr. Chairman, a plurality of the shares present at the meeting and by proxy has voted for the election of A. Lorne Weil, Michael Chambrello, Ira Raphaelson, Desiree Rogers, Steven Saferin, Katja Tautscher and John Vandemore as directors, each to hold office until the 2022 annual meeting of stockholders or until their successors are elected. A majority of the shares present or represented by proxy at the meeting has voted in favor of approving Inspired Entertainment, Inc.'s 2021 omnibus incentive plan. A majority of the shares present or represented by proxy at the meeting has voted to ratify the appointment of Marcum LLP as the independent auditor of the company for the fiscal year ending December 31, 2021. Accordingly, each of the proposals submitted to the shareholder vote at the 2021 annual meeting has been approved by the stockholders.

The inspector will be furnishing a written report that will be appended to the minutes of this meeting, and we will file a Form 8-K with the SEC within 4 business days that discloses the detailed results of the meeting. There being no further business, I will entertain a motion that the meeting be adjourned.

I move that the meeting be adjourned.

All in favor?

Yes.

Anyone opposed? The meeting is adjourned. Thank you all very much.