| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) and (d)
On October 18, 2026, Meredith Brill notified the Board of Directors (the “Board”) of Galaxy Gaming, Inc. (the “Company”) of her decision to resign as a member of the Board and as a member of the audit committee of the Board effective as of October 20, 2026. Ms. Brill’s resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.
On and as of October 21, 2026, the Board appointed John M. Boushy to the Board to serve as a Class II Director. His term as director will expire on the earlier of his failure to be elected or re-elected to the Board or termination of his service as a Director for any other reason.
Mr. Boushy, 72, brings more than 45 years of leadership experience in the gaming, hospitality, technology and entertainment industries. He is the Founder and Managing Member of Boushy Consulting, LLC since 2008, where he advises gaming operators, investors and senior executives on strategic, operational and development matters. Through his consulting practice, Mr. Boushy served in executive management roles with the parent company of The Cosmopolitan of Las Vegas, was an advisor to the Second Priority Noteholders Committee during the bankruptcy of Caesars Entertainment Operating Company, served on the board of Caesars Entertainment after its emergence from bankruptcy, and has served since 2015 as Co-Founder and Chairman of the parent company of ReelMetrics.
Prior to founding Boushy Consulting, Mr. Boushy served as Chief Executive Officer, President and Director of Ameristar Casinos, Inc. from 2006 to 2008, where he was responsible for leading all aspects of the company’s operations and growth strategy. Before joining Ameristar, he spent more than two decades with Harrah’s Entertainment, Inc., holding a series of senior executive positions including Executive Vice President of Project Development, Design and Construction, Chief Integration Officer, Chief Information Officer, and Senior Vice President of Operations, Marketing and Technology.
During his tenure at Harrah’s, Mr. Boushy oversaw enterprise-wide strategic growth initiatives, enabled by the collaboration of operations, marketing, and information technology; led the integration of the landmark merger between Harrah’s Entertainment and Caesars Entertainment, delivering twice the proforma synergies; and directed major development and capital investment projects. He is widely recognized as an innovator in the application of technology, marketing analytics and operational excellence within the gaming industry, which powers what is now Caesars Total Rewards. Mr. Boushy has a Bachelor’s degree and a Master’s degree in mathematics from North Carolina State University.
The Company believes Mr. Boushy’s distinguished and extensive executive level corporate experience in gaming with Caesars, Ameristar and other gaming related endeavors well qualifies him to serve on the Board.
As compensation for his service on the Board, Mr. Boushy will receive the Company’s standard compensation for non-employee directors pursuant to a Board of Directors Service Agreement between the Company and Mr. Boushy, which is filed as Exhibit 10.1 hereto.
The Company also entered into an indemnification agreement with Mr. Boushy in connection with his appointment to the Board, which is filed as Exhibit 10.2 hereto.
