Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2021, Everi Holdings Inc. (the "Company") announced two
executive leadership changes that will become effective on April 1, 2022. A copy
of the press release announcing these changes is attached hereto as Exhibit
99.1.
Promotion of Randy L. Taylor and Appointment to the Board of Directors
Randy L. Taylor, age 59, has been appointed to the position of President and
Chief Executive Officer. Mr. Taylor also has been appointed to the Board of
Directors (the "Board), effective as of April 1, 2022. Mr. Taylor has served as
the President and Chief Operating Officer since April 1, 2020. Mr. Taylor
previously served as the Company's Executive Vice President, Chief Financial
Officer and Treasurer from March 2014 through March 2020.
In connection with this change, Mr. Taylor will enter into an amended and
restated employment agreement with the Company (the "Amended and Restated Taylor
Agreement"), effective as of April 1, 2022, which will reflect the change in
title. Mr. Taylor will serve as the Company's Principal Executive Officer. The
remaining terms of the Amended and Restated Taylor Agreement have not yet been
determined by the Compensation Committee of the Board.
Mr. Taylor has no family relationship with any other director or executive
officer of the Company, no arrangements or understandings with any other persons
regarding their appointments, nor is he party to any related party transactions
required to be reported pursuant to Item 404(a) of Regulation S-K.
Transition of Employment of Mr. Rumbolz
Michael D. Rumbolz, age 67, has been appointed to Executive Chairman of the
Board. Mr. Rumbolz has served as the Company's Chief Executive Officer since
April 1, 2020, and as President and Chief Executive Officer from May 2016
through March 2020. Mr. Rumbolz has also served as the Chairman of the Board
since May 2021 and has served as a member of the Board since 2010.
Mr. Rumbolz's existing amended and restated employment agreement with the
Company will expire on March 31, 2022, and with the appointment of Mr. Taylor as
President and Chief Executive Officer of the Company, Mr. Rumbolz will no longer
serve in the capacity of Chief Executive Officer, effective as of April 1, 2022.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Document
99.1 Press Release dated December 15, 2021.
104 The cover page of this Current Report on Form 8-K, formatted in Inline
XBRL.
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