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 21, 2013
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 final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.
All of the nominees for director were elected, and the voting results are as follows:
| Name of Nominee | | Votes For | | | Votes Withheld | | | Broker Non-votes | |
| | | | | | | | | |
| Deborah G. Arnold | | | 10,396,627 | | | | 3,662,212 | | | | 14,187,306 | |
| Steven D. Barnhart | | | 10,356,004 | | | | 3,702,835 | | | | 14,187,306 | |
| Joel Brooks | | | 10,040,019 | | | | 4,018,820 | | | | 14,187,306 | |
| Stephen P. Herbert | | | 10,385,706 | | | | 3,673,133 | | | | 14,187,306 | |
| Albin F. Moschner | | | 13,360,526 | | | | 698,313 | | | | 14,187,306 | |
| Frank A. Petito, III | | | 13,355,752 | | | | 703,087 | | | | 14,187,306 | |
| Jack E. Price | | | 10,058,807 | | | | 4,000,032 | | | | 14,187,306 | |
| William J. Reilly, Jr. | | | 10,388,042 | | | | 3,670,797 | | | | 14,187,306 | |
| William J. Schoch | | | 10,397,938 | | | | 3,660,901 | | | | 14,187,306 | |
| 2. | Ratification of the Appointment of Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2013. |
The ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for 2013 was approved, and the voting results were as follows:
| Votes For | | | 23,859,299 | |
| Votes Against | | | 4,037,307 | |
| Abstentions | | | 349,539 | |
| Broker Non-Votes | | | 0 | |
| 3. | Approval of the USA Technologies, Inc. 2013 Stock Incentive Plan. |
The Company’s shareholders approved the Company’s 2013 Stock Incentive Plan, and the voting results were as follows:
| Votes For | | | 10,174,229 | |
| Votes Against | | | 3,627,947 | |
| Abstentions | | | 256,657 | |
| Broker Non-Votes | | | 14,187,313 | |
| 4. | Advisory Vote on Named Executive Officer Compensation. |
The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation as described under the Executive Compensation section of the Company’s proxy statement, and the voting results were as follows:
| Votes For | | | 10,554,376 | |
| Votes Against | | | 3,150,368 | |
| Abstentions | | | 354,094 | |
| Broker Non-Votes | | | 14,187,306 | |
| 5. | Advisory Vote on Frequency of Advisory Vote on Named Executive Officer Compensation. |
The Company’s shareholders voted, on an advisory basis, to conduct future advisory votes on named executive officer compensation every one year, and the voting results were as follows:
| Votes For Every 1 Year | | | 13,040,595 | |
| Votes For Every 2 Years | | | 378,733 | |
| Votes For Every 3 Years | | | 213,574 | |
| Abstentions | | | 425,936 | |
| Broker Non-Votes | | | 14,187,306 | |
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. |
| | | |
| Dated: June 26, 2013 | By: | /s/ Stephen P. Herbert |
| | | Stephen P. Herbert |
| | | Chairman & Chief Executive Officer |
