SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 28, 2012
USA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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001-33365
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23-2679963
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(State or other jurisdiction
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(Commission File
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(I.R.S. Employer
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| of incorporation or organization) | Number) | 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
USA Technologies, Inc. (the “Company”), is filing this Amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2012 to disclose the final voting results of its annual meeting of shareholders held on June 28, 2012 (the “Annual Meeting”). As compared to the preliminary voting results previously reported, the final voting results reflect an increase of 183,473 votes for the director nominees of the Company and a decrease of 15,174 votes for the nominees of Bradley Tirpak and S.A.V.E. Partners IV.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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The final voting results, as reported by IVS Associates, Inc., the independent inspector of elections for the Annual Meeting, for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.
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Election of Directors.
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All of the Company’s nominees for director were elected, and the voting results are as follows:
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Name of Nominee
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Votes For
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Votes
Withheld
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Broker Non-
votes
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Company’s Nominees
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Deborah G. Arnold
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13,324,614
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100,909
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81,358
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Steven D. Barnhart
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13,316,866
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108,657
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81,358
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Joel Brooks
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13,115,469
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310,054
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81,358
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Stephen P. Herbert
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13,313,491
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112,032
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81,358
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Albin F. Moschner
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13,132,852
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292,671
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81,358
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Frank A. Petito, III
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13,314,785
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110,738
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81,358
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Jack E. Price
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13,310,819
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114,704
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81,358
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William J. Reilly, Jr.
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13,129,429
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296,094
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81,358
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William J. Schoch
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13,316,672
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108,851
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81,358
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Nominees of Bradley Tirpak and S.A.V.E. Partners IV
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John S. Ioannou
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10,990,334
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360,592
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81,358
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Ajoy H. Karna
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10,990,334
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360,592
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81,358
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Rodman K. Reef
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10,990,334
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360,592
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81,358
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Andrew Salisbury
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10,990,334
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360,592
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81,358
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Craig W. Thomas
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11,046,134
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304,792
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81,358
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Bradley M. Tirpak
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11,045,934
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304,992
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81,358
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George Wallner
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10,990,334
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360,592
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81,358
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Accordingly, Ms. Arnold and Messrs. Barnhart, Brooks, Herbert, Moschner, Petito, Price, Reilly and Schoch were elected to serve on the Company’s board of directors.
2. Ratification of the Appointment of Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2012.
The ratification of the appointment of McGladrey & Pullen, LLP as the Company’s independent registered public accounting firm for 2012 was approved, and the voting results were as follows:
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Votes For
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23,119,414
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Votes Against
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1,025,555
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Abstentions
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632,838
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Broker Non-Votes
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0
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3. Approval of the USA Technologies, Inc. 2012 Stock Incentive Plan.
The Company’s shareholders approved the Company’s 2012 Stock Incentive Plan and the voting results were as follows:
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Votes For
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19,424,474
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Votes Against
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4,600,641
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Abstentions
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751,334
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Broker Non-Votes
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81,358
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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.
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USA TECHNOLOGIES, INC.
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Dated: July 12, 2012
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By:
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/s/ Stephen P. Herbert | |
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Stephen P. Herbert
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Chairman & Chief Executive Officer
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