Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2023, at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Accel Entertainment, Inc. (the "Company"), the Company's stockholders approved the amendment and restatement of the Company's Long Term Incentive Plan (the "A&R LTIP") to (i) increase the available share reserve by 2,000,000 shares of the Company's Class A-1 common stock (for a cumulative aggregate share authorization of 8,000,000 shares) and (ii) make certain clarifying changes.

A description of the A&R LTIP was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2023 (the "Proxy Statement") under the heading "Proposal 5 - Approval of the Amendment and Restatement of our Long Term Incentive Plan," which description is incorporated herein by reference. The description of the A&R LTIP is qualified in its entirety by reference to the full text of the A&R LTIP, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting the following actions were taken:

1. Election of Three Class I Directors. Karl Peterson, Dee Robinson and Andrew Rubenstein were elected to serve on the Company's board of directors (the "Board"), each to serve a three-year term, which will expire at the 2026 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director's earlier resignation or removal. The vote tally was as follows:



              Nominees            Shares For       Shares Withheld       Broker Non-Votes
            Karl Peterson         47,526,520         10,567,506             10,867,499
            Dee Robinson          48,916,247          9,177,779             10,867,499
          Andrew Rubenstein       48,804,712          9,289,314             10,867,499

2. Advisory Vote on Executive Compensation. The Board's proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers was approved. The vote tally was as follows:

Shares For Shares Against Shares Abstaining Broker Non-Votes


          27,397,791          5,596,307               46,708                10,867,499

3. Advisory Vote on the Frequency of Advisory Votes on Executive Compensation. The Company's stockholders indicated, on a non-binding advisory basis, their preference for future non-binding advisory votes to approve the compensation of the Company's named executive officers to be held every one year. The vote tally was as follows:



        One Year       Two Years      Three Years       Shares Abstaining        Broker Non-Votes
       32,041,547       610,662          63,422              325,175                10,867,499

In accordance with the Board's recommendation and in light of such vote, the Company determined that the advisory vote to approve the compensation of the Company's named executive officers will be held every one year until the next required vote on the frequency of the advisory approval of the compensation of the Company's named executive officers.

4. Ratification of Appointment Independent Registered Public Accounting Firm. The Board's proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2023 was approved. The vote tally was as follows:



                   Shares For       Shares Against       Shares Abstaining
                   43,811,168           63,652                 33,485



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5. Approval of the A&R LTIP. The vote tally was as follows:

Shares For Shares Against Shares Abstaining Broker Non-Votes


          27,677,927          5,313,518               49,361                10,867,499

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit
Number               Description

     10.1              Amended and Restated Long Term Incentive Plan
     104             Cover Page Interactive Data File (embedded within the Inline XBRL document)




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