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 16, 2019
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.) |
6715 S. Willow Drive, 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 Instruction 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 | | Name of each exchange on which registered |
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 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 16, 2019, 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 2, 2019 (the “2019 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 I Directors, with terms expiring in 2022:
| | | | |
Name of Director | For | Against | Abstain | Non-Votes |
Ronald H. Cooper | 26,488,180 (97%) | 706,816 (3%) | 13,090 | 2,402,821 |
Janice I. Obuchowski | 24,411,048 (90%) | 2,759,140 (10%) | 37,898 | 2,402,821 |
Donald B. Reed | 26,388,569 (97%) | 780,998 (3%) | 38,519 | 2,402,821 |
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 |
25,290,293 (93%) | 1,881,387 (7%) | 36,406 | 2,402,821 |
Proposal 3: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal 2019. 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 2019:
| | |
For | Against | Abstain |
28,903,752 (98%) | 643,137 (2%) | 64,018 |
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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 20, 2019
CSG SYSTEMS INTERNATIONAL, INC. |
By: | | /s/ Rolland B. Johns |
| | Rolland B. Johns |
| | Chief Financial Officer |
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