MALVERN, Pa.--(BUSINESS WIRE)-- USA Technologies, Inc. (OTC:USAT) (“USAT” or the “Company”), a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market, today filed its preliminary proxy statement with the U.S. Securities and Exchange Commission in connection with the Company’s Annual Meeting of Shareholders (the “Annual Meeting”) which is scheduled to be held on April 30, 2020.
As previously announced and as detailed in its preliminary proxy statement filed today, the USAT slate of director nominees will comprise 10 individuals, nine of whom would serve as independent directors and eight of whom will have been appointed since April 2019. Specifically, the USAT slate is comprised of Donald W. Layden Jr., Lisa P. Baird, Kelly Ann Kay, Robert L. Metzger, Patricia A. Oelrich, Ellen Richey, Sunil Sabharwal, William J. Schoch, Anne M. Smalling and Ingrid S. Stafford. Ms. Baird, Ms. Richey and Ms. Smalling are also nominees named as part of the proxy solicitation commenced by Hudson Executive Capital (“HEC”), one of the Company’s shareholders, and Ms. Kay and Mr. Sabharwal are nominees who were appointed to the Board in February 2020. In addition to the election of directors, USAT shareholders will vote on other matters including the ratification of the Company’s auditors and executive compensation.
Consistent with its ongoing efforts to enhance USAT’s corporate governance, the Company will put forth the following proposals to be voted on at the Annual Meeting:
- The Board will recommend and put to a vote that USAT opt out of two Pennsylvania anti-takeover statutes: Subchapter E (Control Transactions) and Subchapter F (Business Combination with Interested Shareholder) of Chapter 25 of the Pennsylvania Business Corporation Law;
- The Board will put to a non-binding advisory vote as to whether shareholders wish the Company to directly prosecute any claims it may have in the future against HEC for disgorgement of profits it may realize in disposing of any USAT shares during the 18-month period beginning November 2019. Shareholders can still bring any claim by or on behalf of the Company if USAT declines to directly prosecute them. As previously announced, USAT believes that, in November 2019, HEC triggered the 18-month disgorgement period as defined by Subchapter H of Chapter 25 of the Pennsylvania Business Corporation Law.
The Company also announced that its short-duration shareholders’ rights plan, which was adopted in October 2019, will automatically expire at the time of the Annual Meeting.
Mr. Layden, USA Technologies’ President and Chief Executive Officer, said, “Board refreshment has been a priority, and we have recommended a slate of highly-qualified director nominees who will be able to make important collective and individual contributions to the ongoing work to restore USAT to sustained, profitable growth. Three of the nominees named in our proxy materials are individuals also identified by HEC, and we therefore hope that HEC will act in the best interests of all shareholders by calling off its unnecessary proxy contest. USAT is committed to ensuring we have best-in-class governance and will continue to act with shareholders’ best interests in mind.”
The Company noted that, consistent with correspondence delivered to HEC in November, 2019, we believe that, if shareholder proxies are delivered to HEC, shareholders may be in a position to demand that HEC acquire their shares for “fair value” under provisions of Subchapter E of the Pennsylvania Business Corporation law. This is in addition to the disgorgement statute that we believe HEC has already triggered (Subchapter H). We advise shareholders to review our preliminary solicitation materials that were filed today, as HEC only made passing reference in its proxy statement to Subchapter E, without providing substantive disclosure to shareholders they were soliciting about the consequences of such statute on HEC’s solicitation. Any amendment to USAT’s charter to opt out of Subchapter E will be completed in a way that does not impair any shareholder right against HEC that may vest at or prior to the annual meeting.
The preliminary proxy materials can be found on the Investors page of the Company’s website. The Company’s definitive proxy materials will be mailed to all shareholders eligible to vote at the Annual Meeting.
About USA Technologies, Inc.
USA Technologies, Inc. is a cashless payments and software services company that provides end-to-end technology solutions for the self-service retail market. With approximately 1.2 million connections, USAT is transforming the unattended retail community by offering one integrated solution for payments processing, logistics, and back-office management. The company’s enterprise-wide platform is designed to increase consumer engagement and sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. As a result, customers ranging from vending machine companies, to operators of micro-markets, gas and car charging stations, laundromats, metered parking terminals, kiosks, amusements and more, can run their businesses more proactively, predictably, and competitively.
Important Additional Information
On March 5, 2019, USA Technologies, Inc. (“USAT”) filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for its 2020 annual meeting of shareholders (the “Preliminary Proxy Statement”). Shareholders are strongly advised to read the Preliminary Proxy Statement and definitive proxy statement (including any amendments or supplements thereto) when it becomes available because it contains important information. Shareholders will be able to obtain copies of such documents filed by USAT with the SEC in connection with its 2020 annual meeting of shareholders free of charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at www.usatech.com.
USAT, its directors, nominees, and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with USAT’s 2020 annual meeting of shareholders. Shareholders may obtain information regarding USAT’s directors, executive officers and other persons who may, under rules of the SEC, be considered participants in the solicitation of proxies for the 2020 annual meeting of shareholders, including their respective interests by security holdings or otherwise, in the Preliminary Proxy Statement. Such document may be obtained free of charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at www.usatech.com.
