Shareholder Advocates for Value Enhancement (SAVE) committee announced today that it is seeking to elect three independent director nominees to the Board of Directors of USA Technologies, Inc. (NASDAQ:USAT) at the Company's 2009 Annual Meeting of Shareholders on December 15, 2009.
SAVE, a group of USAT shareholders unaffiliated with the Company, has today filed preliminary proxy materials with the U.S. Securities and Exchange Commission and expects to commence the solicitation of proxies for its three nominees once those materials have been cleared by the SEC.
SAVE is being led by Bradley M. Tirpak, one of SAVE's nominees. Commenting on the filing, Mr. Tirpak noted, "USA Technologies' shareholders have seen a 95% decline in the value of their common holdings over the last six years. During this period, despite the failure of the Company to report a profit in any quarter, management has received more than $17 million in cash and stock compensation. In fiscal 2009 alone, CEO and Board Chairman George Jensen and Company President Stephen Herbert received compensation totaling more than 14% of the Company's 2009 revenue.
"These results and pay practices were overseen by a Board led by non-independent directors, who we believe have failed to exercise effective oversight on shareholders' behalf - a Board that has now sought to entrench itself by staggering the Board without shareholder approval and suddenly accelerating the annual meeting by over four months once they heard outside shareholders wanted change," Mr. Tirpak continued.
"We are asking USA Technologies' shareholders to send a clear message to the Company and the Board that change is needed by electing our minority slate of three qualified nominees to the Board. If elected, our nominees will advocate best-in-class corporate governance and an examination of operations with a focus on aligning management interests with those of the common shareholders," Mr. Tirpak concluded.
SAVE's independent nominees are Peter Michel, Alan Gotcher, and Bradley Tirpak. They each have significant industry or financial experience and will work to bring accountability to both the Board and management and align their interests with those of common shareholders.