Summary of USA TECHNOLOGIES INC

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

The 2012 annual meeting of shareholders (the "Annual Meeting") of USA Technologies, Inc. (the "Company"), was held on June 28, 2012. The preliminary voting results, as reported by IVS Associates Inc., the independent inspector of elections for the Annual Meeting (the "Inspector"), for each of the proposals submitted to a vote of the shareholders of the Company at the Annual Meeting are set forth below.

1. Election of Directors.

Sixteen persons were nominated for election to the nine board positions that existed at the time of the Annual Meeting. Under plurality voting, the nine nominees who received the most "for" votes were elected as directors. According to the preliminary report of the Inspector, all of the Company's nominees for director were elected, and the voting results are set forth below.

                                                             Votes      Broker Non-
Name of Nominee                         Votes For         Withheld            votes

Company's Nominees
Deborah G. Arnold                      13,141,141           99,629           76,351
Steven D. Barnhart                     13,133,393          107,377           76,351
Joel Brooks                            12,931,996          308,774           76,351
Stephen P. Herbert                     13,130,018          110,752           76,351
Albin F. Moschner                      12,949,379          291,391           76,351
Frank A. Petito, III                   13,131,312          109,458           76,351
Jack E. Price                          13,127,346          113,424           76,351
William J. Reilly, Jr.                 12,945,956          294,814           76,351
William J. Schoch                      13,133,199          107,571           76,351

Nominees of Bradley Tirpak and
S.A.V.E. Partners IV
John S. Ioannou                        10,975,160          356,167           76,351
Ajoy H. Karna                          10,975,160          356,167           76,351
Rodman K. Reef                         10,975,160          356,167           76,351
Andrew Salisbury                       10,975,160          356,167           76,351
Craig W. Thomas                        11,031,160          300,167           76,351
Bradley M. Tirpak                      11,030,960          300,367           76,351
George Wallner                         10,975,160          356,167           76,351

Accordingly, Ms. Arnold and Messrs. Barnhart, Brooks, Herbert, Moschner, Petito, Price, Reilly and Schoch were elected to serve for a one-year term 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.

Based on the preliminary report of the Inspector, the ratification of the appointment of McGladrey & Pullen, LLP as our independent registered public accounting firm for 2012 was approved, and the voting results were as follows:

                           Votes For        23,002,800
                           Votes Against     1,024,483
                           Abstentions         621,165
                           Broker Non-Votes          0

3. Approval of the USA Technologies, Inc. 2012 Stock Incentive Plan.

Based on the preliminary report of the Inspector, the Company's shareholders approved the Company's 2012 Stock Incentive Plan and the voting results were as follows:

                           Votes For        19,308,540
                           Votes Against     4,589,436
                           Abstentions         674,121
                           Broker Non-Votes     76,351