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EX-10.1 - EX-10.1 - USA TECHNOLOGIES INCd860114dex101.htm

 

 

UNITED STATES

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): May 21, 2020

 

 

USA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-33365   232679963

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(IRS employer

identification number)

 

100 Deerfield Lane, Suite 300

Malvern, Pennsylvania

  19355
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: 610-989-0340

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

None    None    None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Director.

On May 21, 2020, the Board of Directors (the “Board”) of USA Technologies, Inc. (the “Company”) appointed Sean Feeney, the Chief Executive Officer of the Company, as a director of the Company, effective immediately. Mr. Feeney was appointed to the Board in accordance with the terms of his employment agreement with the Company, dated May 8, 2020 (the “Feeney Agreement”), which provided that the Company would appoint Mr. Feeney as soon as reasonably practicable following the Company’s 2020 annual meeting of shareholders (the “Annual Meeting”) (or as soon thereafter as the Company’s by-laws permit). A description of the Feeney Agreement was disclosed in the Current Report on Form 8-K filed by the Company on May 13, 2020, and a copy of the Feeney Agreement was attached as Exhibit 10.2 thereto.

The Board does not presently intend to appoint Mr. Feeney to serve on any committees of the Board. Mr. Feeney has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed. As an employee of the Company, Mr. Feeney will not receive any additional compensation or equity awards in connection with his service on the Board.

(e) Amendment of 2018 Equity Incentive Plan.

As described below, the shareholders of the Company voted on May 21, 2020 to approve an amendment to the Company’s 2018 Equity Incentive Plan (the “Amendment”). The material terms of the Amendment are described in Item 6 included in Supplement No. 1 to the Company’s Proxy Statement, dated May 5, 2020, which description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 21, 2020, the Company held the Annual Meeting. The final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.

1. Election of Directors

Each nominee for director was elected, and the voting results are as follows:

 

Nominee

   Votes for      Votes
against
     Abstentions      Broker
Non-Votes
 

Lisa P. Baird

     34,833,321        145,262        124,960        10,737,203  

Douglas G. Bergeron

     34,249,924        743,218        110,401        10,737,203  

Douglas L. Braunstein

     34,252,887        729,355        121,301        10,737,203  

Jacob Lamm

     34,442,455        539,688        121,400        10,737,203  

Patricia A. Oelrich

     34,727,195        348,746        27,602        10,737,203  

Michael K. Passilla

     34,289,006        693,103        121,434        10,737,203  

Ellen Richey

     34,746,195        232,014        125,334        10,737,203  

Anne M. Smalling

     34,908,784        71,224        123,535        10,737,203  

Shannon S. Warren

     34,472,239        507,769        123,535        10,737,203  


2. Ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for fiscal year ending June 30, 2020.

The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2020 was approved, and the voting results were as follows:

 

Votes for

     45,714,576  

Votes against

     113,713  

Abstentions

     12,457  

3. Advisory Vote on named executive officer compensation.

The Company’s shareholders did not approve, 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

     5,739,967  

Votes against

     29,126,917  

Abstentions

     236,659  

Broker Non-Votes

     10,737,203  

4. Advisory vote on the 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:

 

1 Year

     34,949,946  

2 Years

     57,574  

3 Years

     49,782  

Abstentions

     46,241  

Broker Non-Votes

     10,737,203  

5A. Approval of the amendment of the Company’s Amended and Restated Articles of Incorporation to opt out of Subchapter E of the Pennsylvania Business Corporation Law (Control Transactions).

The Company’s shareholders approved the amendment to the Company’s Amended and Restated Articles of Incorporation (the “Charter”) to opt out of Subchapter E of Chapter 25 of the Pennsylvania Business Corporation Law (the “PBCL”), and the voting results were as follows:

 

Votes for

     34,830,424  

Votes against

     249,482  

Abstentions

     23,637  

Broker Non-Votes

     10,737,203  


5B. Approval of amendments to the Company’s Amended and Restated Articles of Incorporation to opt out of Subchapter F of the Pennsylvania Business Corporation Law (Business Combinations with Interested Shareholders).

The Company’s shareholders approved the amendment to the Charter to opt out of Subchapter F of Chapter 25 of the PBCL, and the voting results were as follows:

 

Votes for

     34,819,937  

Votes against

     258,274  

Abstentions

     25,332  

Broker Non-Votes

     10,737,203  

6. Approval of the amendment to the Company’s 2018 Equity Incentive Plan.

The Company’s shareholders approved the amendment to the Company’s 2018 Equity Incentive Plan, and the voting results were as follows:

 

Votes for

     34,682,970  

Votes against

     337,469  

Abstentions

     83,104  

Broker Non-Votes

     10,737,203  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Exhibit Description

10.1    First Amendment to the USA Technologies, Inc. 2018 Equity Incentive Plan


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

USA TECHNOLOGIES, INC.
By:  

/s/ Sean Feeney

  Sean Feeney
  Chief Executive Officer

Dated: May 26, 2020