SECURITIES AND EXCHANGE COMMISSIONWashington, 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 18, 2014
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 |
On June 18, 2014, USA Technologies, Inc. (the “Company”), held its annual meeting of shareholders (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of the shareholders of the Company at the Annual Meeting are set forth below.
Each nominee for director was elected, and the voting results are as follows:
Name of Nominee | Votes For | Votes Withheld | Broker Non-votes |
| | | |
| Deborah G. Arnold | 8,744,301 | 2,039,395 | 19,457,782 |
| Steven D. Barnhart | 8,701,513 | 2,082,183 | 19,457,782 |
| Joel Brooks | 8,697,815 | 2,085,881 | 19,457,782 |
| Stephen P. Herbert | 8,623,690 | 2,160,005 | 19,457,782 |
| Albin F. Moschner | 8,734,046 | 2,049,650 | 19,457,782 |
| William J. Reilly, Jr. | 8,709,826 | 2,073,870 | 19,457,782 |
| William J. Schoch | 8,741,006 | 2,042,690 | 19,457,782 |
| 2. | Ratification of the Appointment of Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2014. |
The ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for 2014 was approved, and the voting results were as follows:
| Votes For | 26,015,188 |
| Votes Against | 3,881,470 |
| Abstentions | 344,820 |
| Broker Non-Votes | 0 |
| 3. | Approval of the USA Technologies, Inc. 2014 Stock Option Incentive Plan. |
The Company’s shareholders approved the Company’s 2014 Stock Option Incentive Plan, and the voting results were as follows:
| Votes For | 7,605,899 |
| Votes Against | 3,046,874 |
| Abstentions | 130,923 |
| Broker Non-Votes | 19,457,782 |
| 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 | 8,359,329 |
| Votes Against | 2,211,969 |
| Abstentions | 212,397 |
| Broker Non-Votes | 19,457,782 |
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 24, 2014 | By: | /s/ Stephen P. Herbert | |
| | Stephen P. Herbert Chairman & Chief Executive Officer | |
