--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-016790" form_type: "8-K" ticker: "INSE" cik: "0001615063" company_name: "Inspired Entertainment, Inc." filed_at: "2023-05-15T23:59:59+00:00" generated_at: "2026-06-15T01:12:52.284479+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Inspired Entertainment annual meeting results: directors elected, compensation approved, bylaws amended ## Summary - All seven director nominees elected; Lorne Weil received 19.3M shares for, John Vandemore received 13.7M for. - Advisory vote on named executive officer compensation approved: 18.5M for, 1.2M against, 797 abstentions. - 2023 Omnibus Incentive Plan approved: 15.4M for, 4.3M against, 50.9K abstentions, plus 3.4M broker non-votes. - Ratification of KPMG LLP as independent auditor for FY2023 passed with 23.1M for, 317 against. - Bylaws amended to remove stockholder list at meetings and clarify officer duties as per Board resolutions. ## SEC filing metadata - accession: 0001493152-23-016790 - form_type: 8-K - ticker: INSE - cik: 0001615063 - company_name: Inspired Entertainment, Inc. - filed_at: 2023-05-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1615063/000149315223016790/0001493152-23-016790-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1615063/000149315223016790/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-016790 - JSON: https://secwatch.observer/filing/0001493152-23-016790.json - Plain text: https://secwatch.observer/filing/0001493152-23-016790.txt ## Key facts - Governance Changes Inspired Entertainment, Inc.: Amended Section 2.5 to remove requirement to provide stockholder list at a meeting, instead make available during the 10-day period prior to any such stockholder meeting (effective 2023-05-09). - Change: bylaw amendment - Effective: 2023-05-09 source text: Section 2.5 of the Bylaws was amended to remove the requirement for the Company to provide a stockholder list at a meeting of stockholders, but provides that the Company will make the stockholder list available during the 10-day period prior to any such stockholder meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1615063/000149315223016790/0001493152-23-016790-index.htm - Governance Changes Inspired Entertainment, Inc.: Amended Section 6.1 relating to officers to clarify that officers have powers and duties as generally pertain to their offices, subject to Article VI of the Bylaws and Board resolutions, and Board resolutions govern in case of conflict (effective 2023-05-09). - Change: bylaw amendment - Effective: 2023-05-09 source text: the Company amended Section 6.1 of the Bylaws, relating to officers, to clarify that officers of the Company will have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of Article VI of the Bylaws as well as the resolutions of the Board with respect to such offices, and that in the event of conflict between Article VI of the Bylaws and any such resolutions of the Board, such resolutions would govern. evidence_url: https://www.sec.gov/Archives/edgar/data/1615063/000149315223016790/0001493152-23-016790-index.htm - Shareholder Votes Inspired Entertainment, Inc. shareholders approved Ratification of the Appointment of KPMG LLP at the 2023-05-09 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-09 source text: Proposal No. 4 – Ratification of the Appointment of KPMG LLP The appointment of KPMG LLP as the independent auditor of the Company for the fiscal year ending December 31, 2023 was ratified: For Against Abstain Broker Non-Votes 23,122,444 317 217 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1615063/000149315223016790/0001493152-23-016790-index.htm - Shareholder Votes Inspired Entertainment, Inc. shareholders approved Election of Directors at the 2023-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-09 source text: Proposal No. 1 – Election of Directors The seven nominees for director listed below were elected to serve on the Company’s Board of Directors until the Company’s 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: Nominee For Withheld Broker Non-Votes A. Lorne Weil 19,308,829 388,566 3,425,583 Michael R. Chambrello 15,314,721 4,382,674 3,425,583 Ira H. Raphaelson 14,419,580 5,277,815 3,425,583 Desirée G. Rogers 19,411,387 286,008 3,425,583 Steven M. Saferin 19,209,156 488,239 3,425,583 Katja Tautscher 18,337,342 1,360,053 3,425,583 John M. Vandemore 13,700,222 5,997,173 3,425,583 evidence_url: https://www.sec.gov/Archives/edgar/data/1615063/000149315223016790/0001493152-23-016790-index.htm - Shareholder Votes Inspired Entertainment, Inc. shareholders approved Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers at the 2023-05-09 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-09 source text: Proposal No. 2 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers The compensation of the Company’s named executive officers was approved, on an advisory basis: For Against Abstain Broker Non-Votes 18,535,973 1,160,625 797 3,425,583 evidence_url: https://www.sec.gov/Archives/edgar/data/1615063/000149315223016790/0001493152-23-016790-index.htm - Shareholder Votes Inspired Entertainment, Inc. shareholders approved Approval of the Inspired Entertainment, Inc. 2023 Omnibus Incentive Plan at the 2023-05-09 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-09 source text: Proposal No. 3 – Approval of the Inspired Entertainment, Inc. 2023 Omnibus Incentive Plan The Inspired Entertainment, Inc. 2023 Omnibus Incentive Plan was approved: For Against Abstain Broker Non-Votes 15,353,924 4,292,547 50,924 3,425,583 evidence_url: https://www.sec.gov/Archives/edgar/data/1615063/000149315223016790/0001493152-23-016790-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.