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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 21, 2020

 

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

0-27512

 

47-0783182

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

6175 S. Willow Drive, 10th Floor, Greenwood Village, CO

 

 

80111

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (303) 200-2000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, Par Value $0.01 Per Share

 

CSGS

 

NASDAQ Stock Market LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


 

 

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

 

On May 21, 2020, CSG Systems International, Inc. (“CSG”) held its Annual Meeting of Stockholders.  The proposals voted upon at the meeting, which are more fully described in CSG’s proxy statement dated April 7, 2020 (the “2020 Proxy”), and the results of the vote (with the percentage of total votes cast in parentheses) were as follows:

Proposal 1:  Election of Directors.  The table below shows the results of the stockholders’ vote for the election of the Class II Directors, with terms expiring in 2023:

 

Name of Director

For

Against

Abstain

Non-Votes

David G. Barnes

28,162,873  (100%)

116,029 (0%)

50,717

1,823,630

Marwan H. Fawaz

27,368,676    (97%)

932,594 (3%)

28,349

1,823,630

Dr. Rajan Naik

28,173,356  (100%)

105,385 (0%)

50,878

1,823,630

Haiyan Song

27,987,772    (99%)

290,796 (1%)

51,051

1,823,630

Proposal 2:  Advisory Vote to Approve the Compensation of our Named Executive Officers (“NEOs”).  The table below shows the results of the stockholders’ non-binding advisory vote on the compensation of CSG’s NEOs:

 

For

Against

Abstain

Non-Votes

26,794,252 (95%)

1,421,260 (5%)

114,107

1,823,630

Proposal 3:  Approval of the Amendment and Restatement of the CSG Systems International Inc. Amended and Restated 2005 Stock Incentive Plan.  A proposal to approve an amendment and restatement of the CSG Systems International, Inc. Amended and Restated 2005 Stock Incentive Plan to, among other things, approve an additional 3,600,000 shares authorized for issuance under the plan, was adopted with the votes shown:

 

For

Against

Abstain

Non-Votes

25,911,810 (92%)

2,388,782 (8%)

29,027

1,823,630

Proposal 4:  Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal 2020.  The table below shows the results of the stockholders’ vote for the ratification of the appointment of KPMG LLP as CSG’s independent registered public accounting firm for fiscal 2020:

 

For

Against

Abstain

29,248,919 (97%)

847,309 (3%)

57,021


9.01. Financial Statements and Exhibits.

(d) Exhibits

 

10.04

  

CSG Systems International, Inc. Amended and Restated 2005 Stock Incentive Plan

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)  


1

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  May 22, 2020

 

CSG SYSTEMS INTERNATIONAL, INC.

 

By:

 

 

 /s/ David N. Schaaf 

 

 

David N. Schaaf

 

 

Chief Accounting Officer

 

2

 

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