Business Context and Reporting Period
This Form 8-K Current Report was filed by Accel Entertainment, Inc. on March 15, 2023. The filing primarily addresses Item 5.02 regarding the approval and grant of Performance-Based Restricted Stock Units (PSUs) to named executive officers under the Company's Long-Term Incentive Plan (LTIP).
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and does not contain a financial statement or operational results summary.
Material Changes
On March 15, 2023, the Compensation Committee approved a new form of PSU Agreement and granted PSUs to the following executives:
- Andrew Rubenstein (CEO and President): 90,396 target PSUs
- Derek Harmer (Chief Counsel and Chief Compliance Officer): 20,410 target PSUs
- Mathew Ellis (CFO): 19,774 target PSUs
Guidance, Outlook, and Management Commentary
The vesting of the granted PSUs is contingent upon the Company's achievement of target annual Adjusted EBITDA (AEBITDA) goals for the performance period covering 2023, 2024, and 2025. Each year is weighted equally in determining the average performance.
Vesting Schedule:
- Threshold (85% of target AEBITDA): 50% of target PSUs vest.
- Target (100% of target AEBITDA): 100% of target PSUs vest.
- Maximum (115% of target AEBITDA): 200% of target PSUs vest.
The Committee expects to establish the specific target annual AEBITDA for 2023 in the near future. Additional compensation details will be disclosed in the proxy statement for the Annual Meeting of Stockholders, expected to be filed in March 2023.
Investor Verification Checklist
- Verify the specific 2023 AEBITDA target once established by the Committee.
- Review the full terms of the Performance-Based Restricted Stock Unit Agreement (Exhibit 10.23) for forfeiture conditions or other restrictions.
- Monitor the upcoming proxy statement for comprehensive executive compensation data.
- Confirm the Company's actual AEBITDA performance against the 2023-2025 targets in future quarterly and annual reports.