Everi Holdings Inc. appointed Mr. Vince Sadusky as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b) Immediately following the Merger Effective Time, it is intended that Mr. Randy Taylor shall resign as Chief Executive Officer of the Company and shall be appointed as a director of the combined company, and Mr. Mark Labay shall transition from the role of Chief Financial Officer of the Company to the role of Chief Integration Officer of the combined company.


(c) Immediately following the Merger Effective Time, it is intended that Mr. Michael D. Rumbolz, Executive Chairman of the Company, will become the Chairman of the Board of the combined company, Mr. Vince Sadusky, Chief Executive Officer of IGT, will be appointed as Chief Executive Officer and a director of the combined company, Mr. Fabio Celadon, Executive Vice President of Strategy and Corporate Development for IGT, will be named Chief Financial Officer of the combined company, Mr. Marco Sala, Executive Chair of the board of IGT, will be named a director of the combined company, Mr. Enrico Drago, Chief Executive Officer of PlayDigital, will be named a director of the combined company, and Mr. James McCann, Vice-Chairperson of the board of IGT, will be named a director of the combined company. The information set forth in (b) above is incorporated herein by reference. Each director of the combined company shall be appointed to serve until such time as such individual is unable or unwilling to serve in such capacity and until such individual's successor is duly elected and qualified.


Mr. Mark F. Labay, age 52, has served as the Company's Executive Vice President, Chief Financial Officer and Treasurer since April 2020, and as the Company's Senior Vice President, Finance and Investor Relations since April 2014. 


Mr. Vince Sadusky, age 58, has served as IGT's Chief Executive Officer since January 2022. He has served on the board of directors of IGT since the formation of IGT, formerly as an independent non-executive director and Chair 


6


of the Audit Committee before transitioning to the Chief Executive Officer role. Prior to the formation of IGT, Mr. Sadusky served on the board of directors of International Game Technology (IGT's predecessor) from July 2010 to April 2015. He formerly served as Chief Executive Officer and a member of the Board of Directors of Univision Communications Inc., the largest Hispanic media company in the U.S. He served as President and Chief Executive Officer of Media General, Inc., one of the U.S.'s largest owners of television stations, from December 2014 until January 2017, following the company's merger with LIN Media LLC. Mr. Sadusky served as President and Chief Executive Officer of LIN Media LLC from 2006 to 2014 and was Chief Financial Officer from 2004 to 2006. Prior to joining LIN Media LLC, he held several management positions, including Chief Financial Officer and Treasurer, at Telemundo Communications, Inc. from 1994 to 2004, and from 1987 to 1994, he performed attestation and consulting services with Ernst & Young. Mr. Sadusky formerly served on the Board of Directors of Hemisphere Media Group, Inc, the Paley Center for Media and the National Association of Broadcasters. The Company believes Mr. Sadusky is qualified to serve on the board of directors of the combined company because of his experience as an executive and director in the gaming industry and familiarity with IGT's operations. 


Mr. Fabio Celadon, age 52, has served as IGT's Executive Vice President, Strategy and Corporate Development, since February 2020. Prior to that, he served as IGT's Senior Vice President, Gaming Portfolio, since May 2017. Mr. Celadon joined IGT as Chief Financial Officer of its legacy company, Lottomatica S.p.A, in 2002. 


Mr. Marco Sala, age 64, has as served as the Executive Chair of the board of IGT since January 2022. In June 2022, Mr. Sala was appointed Chief Executive Officer of De Agostini, IGT's controlling shareholder, after being appointed as Chairman of DeA Capital S.p.A in April 2022. Prior to this, he served as a member of the board and Chief Executive Officer of IGT from April 2015 to January 2022, where he was responsible for overseeing the strategic direction of IGT. From April 2009 to April 2015, Mr. Sala served as Chief Executive Officer to GTECH S.p.A. (IGT's predecessor and formerly known as Lottomatica Group S.p.A. and Lottomatica S.p.A.). He joined Lottomatica as Co-General Manager in 2003 and served as a member of the Board. In August 2006, he was appointed Managing Director with responsibility for GTECH's Italian Operations and other European activities. Previously, he served as CEO of Buffetti, Italy's leading office equipment and supply retail chain. Prior to Buffetti, Mr. Sala served as Head of the Business Directories Division for SEAT Pagine Gialle. Earlier in his career, he worked at Magneti Marelli (a Fiat Group company) and Kraft Foods. Mr. Sala graduated from Bocconi University in Milan (Italy), majoring in Business and Economics. The Company believes Mr. Sala is qualified to serve on the board of directors of the combined company because of his experience as an executive and director in the gaming industry. 


Mr. Enrico Drago, 46, is responsible for the IGT PlayDigital business. He previously served as Senior Vice President of PlayDigital from July 2018, leading a fast-growing and award-winning portfolio of digital gaming/lottery and sports betting products, platforms and services. He has also served as Vice Chairman of De Agostini since June, 2021. Mr. Drago also has served as an advisor for Nina Capital, a leading European venture capital firm focused on health technology companies, since 2019. Mr. Drago joined GTECH S.p.A. (IGT's predecessor) in 2014 as Chief Operating Officer of a subsidiary entity. In 2017, he took on the role of Senior Vice President Global Interactive, Sports Betting and Licenses. Prior to joining GTECH, he led teams for Inditex Italia, which he joined through a leadership program for high-potential managers. Mr. Drago was selected as the Italy Chief Operating Officer for brands Bershka, Pull & Bear, Zara Home, Oysho, Stradivarius and Massimo Dutti and appointed as Inditex Italia Managing Director in 2011. Prior to his roles with Inditex Italia, Drago worked with Puig Beauty and Fashion. The Company believes Mr. Drago is qualified to serve on the board of directors of the combined company because of his familiarity with IGT's operations. Mr. Drago is the son of Marco Drago, Non-executive Director of IGT, and step son-in-law to Lorenzo Pellicioli, Non-Executive Director of IGT.


Mr. James McCann, 72, has served on the board of IGT since the formation of IGT and is currently the Vice Chairperson, Lead Independent Director and is Chair of the Nominating and Corporate Governance Committee. He is the Chairman of 1-800-Flowers.com, Inc. and previously served as Chief Executive Officer, a position he held since 1976. He is also Chairman of Worth Media Group, a publishing and event company. Mr. McCann has served on the Board of Amyris, Inc. since 2019, where he chairs the Leadership Development, Inclusion and Compensation Committee and sits as a member of the Nominating and Corporate Governance Committee. From 2020-2022, Mr. McCann served as the Chair and Chief Executive Officer of Clarim Acquisition Corporation, a blank-check company targeting consumer-facing e-commerce. Mr. McCann also previously served as Chairman of the Nominating and Governance Committee of Willis Towers Watson until his retirement in May 2019, as well as the Chairman of the Board of Directors of Willis Watson Towers from January 2016 to January 2019. Previously, he 


7


served as Director (2004-2015) and non-executive Chairman (2013-2015) of Willis Group Holdings PLC ("Willis Group"). Prior to serving as the non-executive Chair of the Board of Directors of Willis Group, he served as the company's presiding independent director. He previously served as a director and compensation committee member of Lottomatica S.p.A. (IGT's predecessor) from 2006-2011, and as a director of Gateway, Inc., The Boyds Collection, Ltd., and Scott's Miracle-Gro. The Company believes Mr. McCann is qualified to serve on the board of directors of the combined company because of his experience serving on the boards and the board committees of other companies. 


In connection with the appointment of Messrs. Rumbolz, Sadusky, Sala, Drago, McCann and Taylor to the Board of the combined company, such individuals are expected to enter into the Company's standard form of indemnification agreement. A form of the indemnification agreement was previously filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 7, 2019. 


There are no arrangements or understandings between any of Messrs. Rumbolz, Sadusky, and Labay and any other persons pursuant to which each such individual was selected to serve as Chairman of the Board, Chief Executive Officer and a director of the combined company, and Chief Integration Officer of the combined company, respectively, or Messrs. Sala, Drago, McCann and Taylor and any other persons pursuant to which each such individual was selected to serve as a director of the combined company, respectively, in all cases contingent on and effective at the closing of the Merger, other than as set forth in the Merger Agreement and the Investor Rights Agreement. There are no family relationships between any of Messrs. Rumbolz, Sadusky, Labay, Sala, Drago, McCann and Taylor and any previous or current officers or directors of the Company, and there are no related party transactions reportable under Item 404(a) of Regulation S-K.


The disclosure provided pursuant to Item 8.01 under "The Voting Agreement" is incorporated by reference into this Item 5.02.


(e) On February 28, 2024, the Board approved an amendment to the Company's Amended and Restated 2014 Equity Incentive Plan (the "2014 Plan") to provide that the Proposed Transaction will be deemed to constitute a "Change of Control" as defined in the 2014 Plan, including for purposes of certain "double trigger" vesting acceleration provisions contained in outstanding equity awards granted to the Company's employees and executives, provided that such amendment shall not result in the accelerated payment of any outstanding awards as of the date of such amendment that are deferred compensation arrangements subject to Section 409A of the Internal Revenue Code. 


In addition, on February 28, 2024, the Board approved an amendment to outstanding equity awards granted to Mr. Randy Taylor, the Company's Chief Executive Officer, to provide that the termination of Mr. Taylor's employment relationship with the Company shall be deemed to be a termination of Mr. Taylor's "Service" as defined in the 2014 Plan, notwithstanding any continuation of his service with the Company as a non-employee member of the Board, provided that such amendment shall not cause the acceleration of settlement of any performance-based restricted stock units granted to Mr. Taylor prior to the end of the applicable performance period.


The foregoing description of the amendment to the 2014 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the 2014 Plan, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.