INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On January 28, 2019, the board of directors (the “Board”) of Inspired Entertainment, Inc. (the “Company”) appointed Michael R. Chambrello to the Board effective immediately, filling the vacancy resulting from the retirement of Roger Withers in November 2018. Mr. Chambrello has also joined the Compensation Committee of the Board. Mr. Chambrello was designated for membership to the Board by the sponsors of the Company’s IPO (Hydra Industries Sponsor LLC and MIHI LLC) to their designation rights under a Stockholders Agreement with the Company and certain stockholders dated December 23, 2016.
Mr. Chambrello, 61, is principal of Wickford Strategic Investment, LLC. Mr. Chambrello served as the Chief Executive Officer of North America Lottery for International Game Technology PLC from March 2015 until December 2017, where he was responsible for the development and delivery of all lottery technology solutions globally, the strategic development and management of the lottery business in the U.S. and Canada and the global instant ticket printing business. From July 2005 to December 2013, Mr. Chambrello served in various roles at Scientific Games Corporation, including Chief Operating Officer, President and Chief Executive Officer, and most recently as the Chief Executive Officer–Asia-Pacific Region. He served as President and CEO of Environmental Systems Products Holdings from November 2000 to June 2005 and as CEO of Transmedia Asia Pacific, Inc. and Transmedia Europe Inc. from 1998 to 1999. He served in various roles at GTECH Holdings Corporation and its subsidiaries, most recently as President of GTECH Corporation and Executive Vice President of GTECH Holdings Corporation, from 1981 to 1998. Mr. Chambrello has served on the board of directors of various public and private companies, most recently as chairman of the board of directors of Meridian Lightweight Technologies. He has also served on the board of numerous not-for-profit organizations, and currently sits on the executive committees of the Petit Family Foundation and the Southern Connecticut State University Foundation. Mr. Chambrello earned a Bachelor of Science degree in Economics from Southern Connecticut State University.
The Board has determined that Mr. Chambrello is an “independent director” as defined in the NASDAQ listing standards and applicable SEC rules. There are no transactions between the Company and Mr. Chambrello that are subject to disclosure under Item 404(a) of Regulation S-K.
Mr. Chambrello is eligible to participate in the Inspired Entertainment, Inc. compensation program for non-employee directors, which provides for payment of annual cash retainers of $50,000 and annual grants of restricted stock units having an aggregate grant date value of $50,000. Mr. Chambrello’s compensation for 2019 will be pro-rated. In addition, the Company will be entering into an indemnification agreement with Mr. Chambrello, in consideration of his agreement to serve on the Board, in substantially the form included as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 30, 2016. Such agreement provides for indemnification to the fullest extent permitted under Delaware law for certain liabilities arising out of a director’s affiliation with the Company.
About INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE)
Inspired Entertainment, Inc., formerly Hydra Industries Acquisition Corp., is a global games technology company. The Company is engaged in developing and operating digital games and networks. The Company is engaged in supplying Virtual Sports, Mobile Gaming and Server-Based Gaming (SBG) systems with associated terminals and digital content to regulated betting, gaming and lottery operators around the world. The Company operates through two segments: Server Based Gaming and Virtual Sports. The Company operates approximately 25,000 digital gaming terminals and supplies its Virtual Sports products in over 35,000 venues and on approximately 100 Websites in over 30 countries. The Company provides digital gaming solutions on its network that accommodates a range of devices, including land-based gaming machine products, mobile devices, such as smartphones and tablets, as well as personal computer (PC) and social applications.
