USA Technologies Board of Directors Issues Statement On Hudson Executive Capital’s Proxy Contest
Source USA Technologies
Urges Shareholders to Protect the Value of Their Investment by Voting the WHITE Proxy Card “FOR” USAT’s Nominees Including Three Nominees Named by HEC
MALVERN, Pa.--(BUSINESS WIRE)--Apr. 20, 2020-- 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 issued a statement in response to reports issued by Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (“Glass Lewis”) regarding the Company’s 2020 Annual Meeting of Shareholders scheduled to be held be held at 9:30 a.m., Eastern Time, on April 30, 2020.
USAT’s Board, its management and its business are fundamentally different from when Hudson Executive Capital (“HEC”) began its proxy contest to take control of the Board of the Company. However, HEC’s stated aim in continuing its proxy contest continues to be to “reinvigorate USAT” by changing CEO.
The reality is that reinvigoration and change are already taking place at the Company. The Board has acted to ensure that eight of its members will have been appointed since April 2019 and the management team has made significant progress on critical strategic initiatives, driving improved results in the second quarter fiscal year 2020. Revenues were up 27.7% year-over-year and margins expanded by over 150 basis points.
Like all businesses, USAT is now faced with determining the best path forward given the ongoing economic volatility and uncertainty surrounding COVID-19. Under these conditions, the primary focus of the USAT Board has been to ensure business continuity, empower management to partner with customers and attempt to reach an agreement with HEC to settle the proxy contest.
The Board’s approach to settlement discussions has been to try to reach an agreement that minimizes expense and disruption for the Company at this critical time. It is unfortunate that both ISS and Glass Lewis failed to use their recommendations to persuade HEC that it is time to end the proxy contest it began last year and join the Board in addressing the challenges that the Company faces today.
USAT reminds shareholders that every vote is important, no matter how many or how few shares it represents. The Company urges all shareholders to use the WHITE proxy card to vote “FOR” the election of the Company’s director nominees – 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 – three of whom were nominated by HEC.
IMPORTANT—PROTECT THE VALUE OF YOUR INVESTMENT!
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE USING THE WHITE PROXY CARD.
WE URGE YOU NOT TO VOTE USING ANY GOLD PROXY CARD YOU MAY HAVE RECEIVED FROM HUDSON EXECUTIVE CAPITAL.
If you have questions or require assistance voting your shares, please call the firm assisting us on this matter:
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
+ 1 (212) 297-0720 (Main)
+ 1 (877) 566-1922 (Toll-Free)
Email: [email protected]
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.
