Accel Entertainment, Inc. 8-K

What Happened

• Accel Entertainment announced a planned leadership transition on Feb 2, 2026. Andy Rubenstein is appointed Chairman of the Board immediately and will step into an advisor role after the Transition Date. Mark Phelan, currently President – US Gaming, is appointed Chief Operating Officer immediately and will succeed Rubenstein as Chief Executive Officer and President on August 7, 2026. Karl Peterson becomes Lead Independent Director effective immediately.
• The company and Rubenstein entered a Leadership Transition and Advisory Services Agreement giving Rubenstein a three-year advisory engagement beginning at the Transition Date and specified equity awards and nomination rights for Board elections (subject to conditions). The company also entered an Amended and Restated Employment Agreement with Phelan reflecting his compensation and change-in-control/severance protections.

Key Details

• Leadership timing: Phelan named COO immediately; Phelan becomes CEO and President effective August 7, 2026.
• Rubenstein compensation/awards: 78,930 RSUs granted in 2026 (vest over two years) and ~335,516 RSUs to be granted around the Transition Date that vest quarterly over three years; Rubenstein to serve as a three-year advisor and may be included in Board nominee slate for 2026–2028 if he maintains ≥5% ownership.
• Phelan pay package: base salary $554,443 until the Transition Date, $805,906 thereafter; 2026 target bonus $562,199 (pro‑rated); 2026 target equity $452,795 and a one-time transition grant target $671,588; ongoing target equity after 2026 equal to 200% of base salary and target annual bonus thereafter equals 100% of base salary.
• Severance/terms: qualifying termination pays 2x (annual base salary + target bonus); if termination occurs within one year after a change in control, Phelan gets a pro rata bonus and accelerated equity vesting. Phelan is subject to non‑compete and non‑solicit restrictions during employment and for two years after.

Why It Matters

• This filing formalizes a clear succession plan and compensation framework for Accel’s top executive role — important for continuity and investor visibility into leadership, costs, and potential dilution from equity awards.
• The agreements include multi-year advisory and equity arrangements for the outgoing CEO (which will vest over time) and significant post-transition compensation and severance protections for the incoming CEO, both of which affect future operating expenses and share-based compensation. Investors should note the timing (Aug 7, 2026) and the specific cash and equity commitments disclosed.