Business Context and Reporting Period
This Form 8-K Current Report was filed by Inspired Entertainment, Inc. on January 29, 2019, covering events occurring on January 28, 2019. The filing addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters rather than financial performance.
Material Changes
The primary material change reported is the appointment of Michael R. Chambrello to the Board of Directors, effective January 28, 2019. This appointment fills a vacancy created by the retirement of Roger Withers in November 2018. Mr. Chambrello has also joined the Compensation Committee.
Management Commentary and Compensation
Mr. Chambrello was designated for the Board by the Company's IPO sponsors (Hydra Industries Sponsor LLC and MIHI LLC) pursuant to a Stockholders Agreement. The Board determined he qualifies as an "independent director" under NASDAQ listing standards. His compensation package includes:
- Annual cash retainer of $50,000.
- Annual grants of restricted stock units with an aggregate grant date value of $50,000.
- Compensation for 2019 will be pro-rated.
- An indemnification agreement will be entered into, consistent with prior agreements for directors.
Mr. Chambrello brings significant industry experience, having previously served as CEO of North America Lottery for International Game Technology PLC and in various executive roles at Scientific Games Corporation and GTECH Holdings Corporation.
Investor Verification Checklist
- Verify the independence status of Michael R. Chambrello under current NASDAQ listing standards.
- Review the Stockholders Agreement dated December 23, 2016, to understand the designation rights held by Hydra Industries Sponsor LLC and MIHI LLC.
- Confirm the pro-rated calculation of Mr. Chambrello's 2019 compensation in future financial filings.
- Check for any related party transactions between the Company and Mr. Chambrello's principal firm, Wickford Strategic Investment, LLC.