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
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Date of Report (Date of earliest event reported): May 17, 2023 |
CSG SYSTEMS INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 0-27512 | 47-0783182 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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169 Inverness Dr W Suite 300 | |
Englewood, Colorado | | 80112 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 303 200-2000 |
(Former Name or Former Address, if Changed Since Last Report)
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:
☐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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, Par Value $0.01 Per Share | | CSGS | | The 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 17, 2023, 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 3, 2023 (the “2023 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 2026:
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Name of Director | | For | | Against | | Abstain | | | Non-Votes | |
Rachel Barger | | 27,210,606 (99.9%) | | 33,239 (0.1%) | | | 32,248 | | | | 1,998,520 | |
David Barnes | | 26,822,625 (98.4%) | | 428,317 (1.6%) | | | 25,151 | | | | 1,998,520 | |
Dr. Rajan Naik | | 26,534,056 (97.4%) | | 717,003 (2.6%) | | | 25,034 | | | | 1,998,520 | |
Haiyan Song | | 26,745,444 (98.1%) | | 505,615 (1.9%) | | | 25,034 | | | | 1,998,520 | |
Proposal 2: Advisory Vote to Approve the Compensation of CSG's Named Executive Officers (“NEOs”). The table below shows the results of the stockholders’ non-binding advisory vote on the compensation of CSG’s NEOs:
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For | | Against | | Abstain | | | Non-Votes | | |
25,859,862 (94.9%) | | 1,380,009 (5.1%) | | | 36,222 | | | | 1,998,520 | | |
Proposal 3: Advisory Vote to Approve the Frequency of Advisory Votes on the Compensation of CSG's NEOs. The table below shows the results of the stockholders’ non-binding advisory vote on the frequency with which stockholders are provided advisory votes on the compensation of CSG's NEOs:
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1 Year | | 2 Years | | 3 Years | | Abstain | | |
25,984,941 (95.3%) | | 13,582 (0.1%) | | 1,256,033 (4.6%) | | | 21,537 | | |
While this advisory vote on the frequency of future advisory votes on the compensation of CSG's NEOs is not binding on CSG's Board of Directors (the "Board"), the Board will carefully evaluate the results of such vote at a future meeting and determine whether it will submit advisory votes on executive compensation for consideration by stockholders every one, two, or three years. CSG will amend this Current Report on Form 8-K to provide information regarding such determination.
Proposal 4: Approval of an Amendment and Restatement to CSG's Amended and Restated 2005 Stock Incentive Plan. A proposal to approve an amendment and restatement of the Amended and Restated CSG Systems International, Inc. 2005 Stock Incentive Plan was adopted with the votes shown:
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For | | Against | | Abstain | | | Non-Votes | | |
20,787,518 (76.3%) | | 6,460,323 (23.7%) | | | 28,252 | | | | 1,998,520 | | |
Proposal 5: Approval of an Amendment to the Restated Certificate of Incorporation. A proposal to approve an Amendment to the Restated Certificate of Incorporation to limit the liability of certain officers of CSG, as permitted by Delaware law, was adopted with the votes shown:
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For | | Against | | Abstain | | | Non-Votes | | |
23,621,905 (86.8%) | | 3,589,172 (13.2%) | | | 65,016 | | | | 1,998,520 | | |
Proposal 6: Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal 2023. 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 2023:
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For | | Against | | Abstain | | |
28,514,655 (97.5%) | | 739,089 (2.5%) | | | 20,869 | | |
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Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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.
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| | | CSG SYSTEMS INTERNATIONAL, INC. |
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Date: | May 22, 2023 | By: | /s/ David N. Schaaf |
| | | David N. Schaaf
Chief Accounting Officer |
