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 2022 Annual Meeting of Stockholders and call the meeting to order. Stockholders who have 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 and 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 Director present are Mike Chambrello, Ira Raphaelson, Desiree Rogers, Steve Saferin, John Vandemore and Katja Tautscher. Our officers present are Brooks Pierce, Daniel Silvers, Stewart Baker and Carys Damon. To begin, I have a few housekeeping matters to announce. Continental's Stock Transfer and 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 2021 annual report on Form 10-K on April 13, 2022, to each stockholder of record as of April 1, 2022, the record date for the meeting. The affidavit will be appended to the minutes of this meeting. [ Jeffrey Ruben ], a representative of our outside legal counsel, has been important to act as inspector of election at this meeting. His oath as inspector has been submitted and will also be appended to the minutes of the meeting. A 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 office during the prior 10 days. The inspector has informed me that the holders of majority of the 26,884,782 shares entitled to vote at the meeting are present in person or represented by proxy. Accordingly, with the quorum being present, this meeting is declared open to proceed with its business. The meeting will consider two proposals, each of which is described in our proxy statement, including 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, myself; Mike Chambrello; Ira Raphaelson; Desiree Rogers; Steve Saferin; Katja Tautscher; and John Vandemore, each to hold office until the 2023 Annual Meeting of Stockholders or until their successors are elected.

I second the motion.

The next 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, 2022. 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 two proposals. The time is now 10:02 a.m. on May 10, 2022, when 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 are voting for the first time or want to change your previous vote. [Voting]

Since those desiring to vote have now done so, I now declare that the poll is closed at 10:03 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 Lorne Weil, Michael Chambrello, Ira Raphaelson, Desiree Rogers, Steven Saferin, Katja Tautscher and John Vandemore as Directors, each to hold office until the 2023 Annual Meeting of Stockholders or until their successes are elected. 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, 2022. Accordingly, each of the proposals submitted to a shareholder vote at the 2022 annual meeting has been approved by the stockholders.

Thank you. 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 detailed voting 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.

All opposed? The meeting is adjourned.