Summary of USA TECHNOLOGIES INC

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

The final voting results, as reported by IVS Associates, Inc., the independent inspector of elections for the Annual Meeting, for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.

1. Election of Directors.

All of the Company's nominees for director were elected, and the voting results are as follows:

                                                                 Votes  Broker Non-
Name of Nominee                                 Votes For     Withheld        votes

Company's Nominees
Deborah G. Arnold                              13,324,614      100,909       81,358
Steven D. Barnhart                             13,316,866      108,657       81,358
Joel Brooks                                    13,115,469      310,054       81,358
Stephen P. Herbert                             13,313,491      112,032       81,358
Albin F. Moschner                              13,132,852      292,671       81,358
Frank A. Petito, III                           13,314,785      110,738       81,358
Jack E. Price                                  13,310,819      114,704       81,358
William J. Reilly, Jr.                         13,129,429      296,094       81,358
William J. Schoch                              13,316,672      108,851       81,358
Nominees of Bradley Tirpak and S.A.V.E.
Partners IV
John S. Ioannou                                10,990,334      360,592       81,358
Ajoy H. Karna                                  10,990,334      360,592       81,358
Rodman K. Reef                                 10,990,334      360,592       81,358
Andrew Salisbury                               10,990,334      360,592       81,358
Craig W. Thomas                                11,046,134      304,792       81,358
Bradley M. Tirpak                              11,045,934      304,992       81,358
George Wallner                                 10,990,334      360,592       81,358

Accordingly, Ms. Arnold and Messrs. Barnhart, Brooks, Herbert, Moschner, Petito, Price, Reilly and Schoch were elected to serve 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.

The ratification of the appointment of McGladrey & Pullen, LLP as the Company's independent registered public accounting firm for 2012 was approved, and the voting results were as follows:

                           Votes For        23,119,414
                           Votes Against     1,025,555
                           Abstentions         632,838
                           Broker Non-Votes          0

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

The Company's shareholders approved the Company's 2012 Stock Incentive Plan and the voting results were as follows:

                           Votes For        19,424,474
                           Votes Against     4,600,641
                           Abstentions         751,334
                           Broker Non-Votes     81,358