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 would like to welcome you to the 2023 Annual Meeting of Stockholders and call the meeting to order. 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 stockholder meeting page of our website. I would like to introduce you to the other directors and officers of the company who are attending this virtual meeting. Our Directors present besides me here are Michael Chambrello, Ira Raphaelson, Desiree Rogers, Steven Saferin, Katja Tautscher and John Vandemore. Our officers present are Brooks Pierce, President and CEO; Stewart Baker, Executive Vice President and CFO; and Carys Damon, Executive Vice President, 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 and Trust Company, the company's transfer agent has provided an affidavit confirming the mailing of the notice of the Annual Meeting of Shareholders in the proxy statement, together with the company's 2022 annual report on Form 10-K on April 13, 2023, to each stockholder of record as of March 31, 2023, 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 at this meeting. His oath as inspector has been submitted and will also be appended to the minutes of this 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 a majority of the 26,263,070 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 4 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 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 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

I second the motion.

The second proposal is to approve on an advisory basis the compensation of the company's named executive officers. The Board of Directors has recommended the approval of this proposal. I hereby move for the approval of the advisory vote on executive officer compensation.

I second the motion.

The third proposal is to approve the Inspired Entertainment 2023 Omnibus Incentive Plan. The Board of Directors has recommended the approval of the plan, and I hereby move for the approval of the plan.

I second the motion.

The final matter to be considered is the ratification of the appointment of KPMG LLP as the independent auditor of the company for the fiscal year ended December 31, 2023. I would note that we have engaged KPMG this year to replace Marcum, our prior auditor. The Board of Directors favors this proposal, and I hereby move that the ratification proposal be approved.

I second the motion.