SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 13, 2011
USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-33365 | 23-2679963 |
| | | |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania 19355
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 610-989-0340
n/a
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of USA Technologies, Inc. (the “Company”) was held on June 13, 2011. The final results of the voting are as follows:
| Name of Nominee | | Votes For | | Votes Withheld | | Broker Non-votes |
| | | | | | | |
| Steven D. Barnhart | | 12,571,459 | | 1,074,363 | | 14,567,534 |
| | | | | | | |
| Jack E. Price | | 12,532,753 | | 1,113,069 | | 14,567,534 |
| | | | | | | |
| Peter A. Michel | | 5,948,299 | | 7,697,523 | | 14,567,534 |
Although each of the above nominees was elected as a director, Peter A. Michel received a greater number of “withheld” votes from his election than votes “for” his election. In accordance with the Director Majority Voting Policy of the Company, Mr. Michel tendered his resignation to the Company following the Annual Meeting. The Nominating Committee of the Board of Directors will promptly consider Mr. Michel’s tendered resignation, and recommend to the Board of Directors whether to accept or reject the resignation. The Board of Directors will then act on the recommendation, and publicly disclose its decision.
| | | Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| Appointment of Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2011 | | 27,599,109 | | 220,177 | | 394,070 | | 0 |
| | | | | | | | | |
| Approval of the USA Technologies, Inc. 2011 Stock Incentive Plan | | 11,757,448 | | 1,790,742 | | 97,622 | | 14,567,544 |
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | USA TECHNOLOGIES, INC. |
| | | |
| By: | /s/ George R. Jensen, Jr. |
| | | George R. Jensen, Jr. |
| | | Chief Executive Officer |
