Hudson Executive Capital DFAN14A Additional proxy materials by non-management

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ☐                             Filed by a Party other than the Registrant  ☒

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting material Pursuant to§240.14a-12

USA Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

Hudson Executive Capital LP

HEC Management GP LLC

HEC Master Fund LP

HEC SPV IV LP

Lisa P. Baird

Douglas G. Bergeron

Douglas L. Braunstein

Jacob Lamm

Michael K. Passilla

Ellen Richey

Anne M. Smalling

Shannon S. Warren

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Hudson Executive Capital LP posted the following material to http://www.innisfreema.com/annual/USAT/:

SOLICITATION OF PROXIES

IN CONNECTION WITH THE 

ANNUAL MEETING OF SHAREHOLDERS OF

USA TECHNOLOGIES, INC.

TO BE HELD ON APRIL 30, 2020

Solicitation on behalf of

HUDSON EXECUTIVE CAPITAL LP

HEC Management GP LLC

HEC Master Fund LP

HEC SPV IV LP

DOUGLAS L. BRAUNSTEIN

SEC Filings

Definitive Proxy Statement (December 9, 2019)

Press Releases and Shareholder Letters

Letter to Shareholders (December 27, 2019)

Letter to Shareholders (December 9, 2019)

Hudson Executive Announces Victory in Lawsuit against USA Technologies to Restore Shareholders’ Rights (November 21, 2019)

Hudson Executive Files Lawsuit against USA Technologies to Restore Shareholders’ Rights (November 15, 2019)

Hudson Executive Names Eight Highly-Qualified Independent Director Candidates it Intends to Nominate to USA Technologies Board (November 4, 2019)

Hudson Executive Capital Issues Statement Regarding USA Technologies’ Leadership Change (October 18, 2019)

Hudson Executive Capital to Nominate Directors to Board of USA Technologies (October 14, 2019)

If you have any questions, including questions on

how to submit your proxy,

or if you need additional copies of our proxy

materials please contact:

INNISFREE M&A INCORPORATED

501 MADISON AVENUE, 20TH FLOOR

NEW YORK, NY 10022

Stockholders Call Toll-Free at: (888)750-5834

Banks and Brokers Call Collect at: (212)750-5833

Additional Information

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to Hudson Executive’s solicitation of proxies for the 2020 annual meeting of shareholders (the “Annual Meeting”) of USA Technologies, Inc. (the “Company”). In connection with the solicitation, Hudson Executive and certain of its affiliates filed a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) on December 9, 2019 to solicit proxies from shareholders of the Company for use at the Annual Meeting. The proxy statement, together with the accompanying GOLD proxy card, are first being mailed by Hudson Executive to shareholders of the Company on or about December 10, 2019. HUDSON EXECUTIVE STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. The proxy statement is available at no charge on the SEC’s website at http://www.sec.gov and, without charge, on request from Hudson Executive’s solicitor, Innisfree M&A Incorporated (toll-free for shareholders at(888) 750-5834; collect for banks and brokers(212) 750-5833).

Participant Information

Hudson Executive, HEC Management GP LLC, HEC Master Fund LP, HEC SPV IV LP, Lisa P. Baird, Douglas G. Bergeron, Douglas L. Braunstein, Jacob Lamm, Michael K. Passilla, Ellen Richey, Anne M. Smalling and Shannon S. Warren are “participants” under SEC rules in the solicitation. Information about each of the participants is set forth in the proxy statement that Hudson Executive has filed with the SEC. Except as set forth in the proxy statement, no participant in the solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting.