Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 22, 2024

INSPIRED ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36689		47-1025534
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

250 West 57th Street, Suite 415

New York, New York

10107

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 565-3861

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		INSE		The NASDAQ Stock Market LLC

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 22, 2024, Inspired Entertainment, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”). Set forth below are the final voting results for each of the proposals presented at the Meeting.

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 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

Nominee	For		Withheld		Broker Non-Votes
A. Lorne Weil		16,798,873		486,343		4,218,865

Michael R. Chambrello		12,005,674		5,279,542		4,218,865

Ira H. Raphaelson		12,005,512		5,279,704		4,218,865

Desirée G. Rogers		16,913,428		371,788		4,218,865

Steven M. Saferin		16,892,077		393,139		4,218,865

Katja Tautscher		15,270,532		2,014,684		4,218,865

John M. Vandemore		8,808,779		8,476,437		4,218,865

Proposal No. 2 – Ratification of the Appointment of Marcum LLP

The appointment of Marcum LLP as the independent auditor of the Company for the fiscal year ending December 31, 2024 was ratified:

For				Against				Abstain
	21,448,272				54,905				904

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 24, 2024

INSPIRED ENTERTAINMENT, INC.

By	/s/ Carys Damon
Name:	Carys Damon
Title:	General Counsel

Cover	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Entity File Number	001-36689
Entity Registrant Name	INSPIRED ENTERTAINMENT, INC.
Entity Central Index Key	0001615063
Entity Tax Identification Number	47-1025534
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 West 57th Street
Entity Address, Address Line Two	Suite 415
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10107
City Area Code	(646)
Local Phone Number	565-3861
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	INSE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false