AGM 2026

May 7, 2026

Good afternoon, and welcome to the Accel Entertainment, Inc. 2026 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to turn the conference over to Andrew Rubenstein, our Chief Executive Officer and Chairman of the Board. Mr. Rubenstein, please go ahead. Thank you. Good afternoon, everyone. Welcome, and thanks for joining us for our 2026 Annual Meeting of Stockholders. I am Andrew Rubenstein, President and Chief Executive Officer of Accel Entertainment and Chairman of the Board. I will act as the Chairman of this annual meeting and now call the meeting to order. We welcome all of our stockholders who are attending via our web meeting portal. Through this online platform, we believe that we can allow a greater number of stockholders to attend our annual meeting. I would like to take a moment to thank all of Accel's team members for their efforts in making 2025 another successful year for Accel. Now I'd like to introduce John Lee, our Deputy General Counsel and Assistant Secretary, who will act as Secretary of this annual meeting and keep the minutes. Thanks, Andy. I'm advised by the Inspector of Election that over a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present. We will describe the proposals to be voted on today later during the meeting. Polls are now open for voting. Voting is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change his or her vote may do so by clicking on the Vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the Internet or by phone and do not wish to change their vote do not need to take further action. Their votes will be counted automatically. We expect to close the polls at the end of the question and answer session. We will answer questions regarding matters to be voted on during the meeting after all matters have been presented, as appropriate. Stockholders are limited to one question each. Though we may not be able to answer every question, we will do our best to respond to as many as possible in the time permitted. The time permitted for this question and answer session will be limited to 10 minutes. Please note that stockholders who want to ask a question may do so by inputting the question in writing where indicated on the webcast portal for this meeting. Only stockholders will be permitted to present questions, and you must have your 16-digit control numbers to do so. Please note that no one attending via the webcast is permitted to use any audio recording device. In addition to Mr. Rubenstein and myself, the members of the Board of Directors and other officers of Accel present by remote access or in person are Karl Peterson, Lead Independent Director, Gordon Rubenstein, Vice Chairman, Kathleen Philips, Director, Kathleen Philips, Director, Doris M. Robinson, Director, Kenneth B. Rotman, Director, David W. Ruttenberg, Director, Bruce D. Wardinski, Director Nominee, Mark Phelan, Chief Operating Officer, Brett Summerer, Chief Financial Officer, and Derek Harmer, Chief Compliance Officer. I would also like to introduce a few others in attendance by remote access today, which include Sundi Davis and Elaine Reyes of Deloitte & Touche, LLP, our independent registered public accounting firm. They will be available during the question and answer session. Mr. Harmer will act as the Inspector of Election for this meeting and tabulate the results of the voting. Mr. Harmer has executed the Oath of Inspector of Election. Let me now turn to the formal business of this meeting. The proposals to be considered are described in our proxy statement dated March 19th, 2026, and I will review these in a few minutes. First, I will report on the notice of this meeting. Our Board of Directors fixed March 13th, 2026, as the record date for determining the stockholders entitled to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Solutions attesting that a notice of Internet availability of proxy materials was mailed on or about March 19th, 2026, to all of Accel's stockholders of record determined as of the close of business on the record date. The affidavit will be incorporated into the minutes of this meeting. I have a list of the stockholders entitled to vote at this meeting, which is available for inspection by any stockholder present or by any proxyholder representing a stockholder and which will be filed with the records of this meeting. The registered stockholder list is available for the duration of the meeting and can be found on the meeting page in the footer section. The list of stockholders shows that as of the record date, there were 81,573,250 shares of our Class A-1 Common Stock outstanding and entitled to vote at this meeting, with each share of Class A-1 Common Stock entitled to 1 vote. As previously mentioned, the Inspector of Election has advised that over a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present. We are therefore authorized to transact business at this meeting. I will present the matters to be voted upon. The first item of business is to elect six directors, each to serve for one year and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. Director nominees are Karl Peterson, Kathleen Philips, Doris M. Robinson, Kenneth B. Rotman, Andrew Rubenstein, and Bruce D. Wardinski. No other director nominees have been properly submitted for election pursuant to our bylaws or the Securities and Exchange Commission rules. No other nominations may be accepted. The board of directors recommends a vote for the election of each of the nominated directors. As secretary of this annual meeting and on behalf of the board of directors, I move for the election of each of the nominated directors for a one-year term, which motion is seconded by proxy. The second item of business to approve on a non-binding advisory basis, the compensation of our named executive officers. The board of directors recommends a vote for the approval on a non-binding advisory basis of the compensation of our named executive officers. As secretary of this annual meeting and on behalf of the board of directors, I move for approval of this proposal, which motion is seconded by proxy. The third item of business is to ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board of directors recommends a vote for the ratification of the appointment of Deloitte & Touche, LLP. As secretary of this annual meeting and on behalf of the board of directors, I move for approval of this proposal, which motion is seconded by proxy. That concludes the discussion of the proposals. We will now address any questions that stockholders have submitted that are relevant to the proposals. Please note that we will not address any questions that are not relevant to the matters presented at this meeting. If you have not already submitted a question and wish to do so, please enter your question through the webcast portal. As noted earlier, stockholders are limited to one question each. Though we may not be able to answer every single question, we will do our best to respond to as many as possible in the time permitted. The time permitted for the question and answer session is limited to 10 minutes. If we do not receive any relevant questions, we will conclude the question and answer session earlier. We will now pause for 1 minute to allow stockholders to submit questions. We do not see any questions and will conclude the question and answer session. Now that everyone has had the opportunity to vote, I now declare the polls for the 2026 annual meeting of stockholders of Accel Entertainment, Inc. closed. We now have preliminary voting results. Directors elected pursuant to proposal one are elected by a plurality of the votes of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the nominees receiving the highest number of affirmative votes will be elected to the board of directors. Based on results as tabulated by the Inspector of Election, Karl Peterson, Kathleen Philips, Dee Robinson, Kenneth B. Rotman, Andrew Rubenstein, and Bruce D. Wardinski are the six nominees on the ballot who received the highest number of affirmative votes cast, and therefore, each nominee has been elected to the board of directors to serve for a one-year term expiring at the 2027 annual meeting. The vote required to approve proposal 2 is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote on proposal 2 that are present in person or represented by proxy at the meeting and are voted for or against the matter. Based on results as tabulated by the Inspector of Election, the compensation of our named executive officers has been approved on a non-binding advisory basis by a majority of the votes cast. The vote required to approve proposal 3 is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote on proposal 3 that are present in person or represented by proxy at the meeting and are voted for or against the matter. Based on results as tabulated by the Inspector of Election, the proposal to ratify the appointment of Deloitte & Touche, LLP has been approved by a majority of the votes cast. There are no other formal items of business before this meeting. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission on a Form 8-K within four business days. This concludes our meeting, and the annual meeting is now adjourned. Thank you for your participation. This now concludes the meeting. Thank you for joining, and have a pleasant rest of your day.