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

(b) Retirement of Ronald V. Congemi at the 2022 Annual Meeting of Stockholders



On January 21, 2022, Ronald V. Congemi advised Everi Holdings Inc. (the
"Company") that he will retire from the Board of Directors (the "Board") and
will not stand for reelection at the Company's 2022 Annual Meeting of
Stockholders. Mr. Congemi has served as Lead Independent Director since April
2021.

(d) Appointments of Secil Tabli Watson and Paul Finch to the Board of Directors



Effective January 21, 2022, the Board, acting upon the recommendation of the
Nominating and Governance Committee (the "Nominating Committee") of the Board,
increased the size of the Board from seven to ten members. Effective February 1,
2022, the Board filled two of the resulting vacancies with the appointment of
Secil Tabli Watson and Paul Finch as a Class III and Class I director,
respectively, each to serve for a term expiring at the 2023 and 2024 annual
meeting of stockholders, respectively, and until their respective successors are
elected or qualified, or until their earlier death, resignation or removal. The
other vacancy resulting from the increase in the size of the Board will be
filled by Randy L. Taylor, who, as previously announced, has been appointed to
the Board effective as of April 1, 2022.

In addition, the Board appointed Ms. Watson and Mr. Finch to serve on each of
the Audit Committee, the Compensation Committee, and the Nominating Committee of
the Board. In connection with Ms. Watson's appointment to the Audit Committee,
the Board determined that she is an "audit committee financial expert." The
Board also determined that Ms. Watson and Mr. Finch each qualify as an
independent director pursuant to the standards of the New York Stock Exchange,
applicable rules of the Securities and Exchange Commission ("SEC"), including
the heightened standards applicable to members of the Compensation Committee and
Audit Committee, and the Company's Governance Guidelines.

Ms. Watson and Mr. Finch will be compensated for their Board service under the standard compensation arrangements provided to the Board's independent, non-management directors, including an initial equity award.

Ms. Watson and Mr. Finch will also each enter into the Company's standard form
of indemnification agreement for directors, a form of which is filed as Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2019, filed with the SEC on May 7, 2019.

There were no arrangements or understandings between either Ms. Watson or Mr.
Finch and any other persons regarding their appointment to the Board, nor is
either a party to any related party transactions required to be reported
pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.



On January 26, 2022, the Company issued a press release announcing the
appointment of Ms. Watson and Mr. Finch to the Board, the anticipated retirement
of Mr. Congemi, and Mr. Bali's future appointment as Lead Independent Director,
a copy of which is furnished hereto as Exhibit 99.1.

Item 8.01. Other Events.

On January 21, 2022, the Board appointed Atul Bali, an independent member of the Board since 2019, to serve as Lead Independent Director effective upon the expiration of Mr. Congemi's current term and last day of service.

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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.               Document

99.1                        Press Release dated     January     2    6    , 202    2    .
104                       The cover page of this Current Report on Form

8-K, formatted in Inline XBRL.

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