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 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(a)On May 31, 2017, Philip Russmeyer resigned as a member of the
board of directors (the Board) of Inspired Entertainment, Inc.
(the Company) and the Boards Compensation Committee. Mr.
Russmeyers resignation was not a result of a disagreement with
management regarding the Companys operations, policies, practices
or otherwise. Mr. Russmeyer had been appointed to the Board to a
Stockholders Agreement (the Stockholders Agreement), dated
December 23, 2016, by and among the Company, Hydra Industries
Sponsor LLC, MIHI LLC and certain vendors, including Landgame
S.A.R.L. (Landgame), the Companys largest stockholder. to the
Stockholders Agreement, as a result of the resignation of Mr.
Russmeyer, Landgame has the right to designate a new director.
(d)On May 31, 2017, in accordance with the Stockholders Agreement
and upon the designation of Landgame, the Board appointed Marcus
Alexander Hoye as a member of the Board and as a member of the
Compensation Committee of the Board.
Mr. Hoye, 48, is Chief Executive Officer of The Faction
Collective S.A., a venture-backed retail brand platform that he
co-founded in 2006. He is Chairman and co-founder of the
London-based Runway East which provides co-working locations and
other services for businesses. He was Chief Executive Officer of
the digital marketing firm Latitude Group from August 2008 to
November 2012. In 1999, he co-founded GoIndustry plc, a global
industrial asset resale marketplace, where he was CFO when it was
taken public in 2006. He is an angel investor in numerous
technology and retail-based projects. He was employed by McKinsey
Co. from 1996 to 1999 as a management consultant with a focus on
financial institutions, corporate restructuring, eCommerce, MA
and new market entry and before that worked in the Studios
strategic planning division of Walt Disney Company. He has an
undergraduate degree from Stanford University and an M.B.A. from
Harvard Business School.
There are no related party transactions between the Company and
Mr. Hoye that are subject to disclosure under Item404(a) of
Regulation S-K.
Mr. Hoye 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. Directors who chair a
Committee of the Board or serve as the lead independent director
receive additional amounts of $5,000 as an annual retainer and
$5,000 as an annual equity award. Mr. Hoyes compensation for 2017
will be pro-rated. In addition, the Company will be entering into
an indemnification agreement with Mr. Hoye 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 directors
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.