Form 8-K - Current report

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 13, 2024

   

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.)

169 Inverness Dr W Suite 300
Englewood, Colorado		80112
(Address of Principal Executive Offices)		(Zip Code)

    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:


Title of each class	Trading Symbol(s)	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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2024, CSG Systems International, Inc. (“CSG”) announced that it had appointed Samantha Greenberg as a new member of CSG’s Board of Directors (the “Board”), effective May 13, 2024. The By-Laws of CSG Systems International, Inc. provide for its Board to be divided into three classes, each having a three-year term. Ms. Greenberg will be a member of the Class I directors, with a term of office to continue until CSG’s next annual meeting of stockholders, currently anticipated to be held in May 2025. Ms. Greenberg will also serve on the Audit Committee.

In conjunction with Ms. Greenberg’s appointment, the Board approved a form of Indemnification Agreement between CSG and Ms. Greenberg, effective May 13, 2024. Under the terms of the indemnification agreement, CSG would indemnify Ms. Greenberg to the fullest extent permitted by law against all expenses incurred if she were to become party to civil, criminal, administrative, investigative, or other actions related to her services as a director of CSG. A copy of CSG’s standard indemnification agreement has been previously filed with the SEC.

Ms. Greenberg does not have any family relationships with any executive officer or director of CSG or its affiliates. She is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Greenberg shall receive the standard director compensation arrangement comprised of (on an annual basis), a director fee of $75,000, a committee fee of $7,500, and a $200,000 restricted stock award which shall vest in its entirety on the first anniversary of the grant date.

A copy of CSG’s press release announcing Ms. Greenberg’s appointment, dated May 16, 2024, is attached hereto as Exhibit 99.1 and is incorporated by reference.

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

On May 15, 2024, 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 1, 2024 (the “2024 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 III Directors, with terms expiring in 2027:


Name of Director	For	Against	Abstain		Non-Votes
Brian Shepherd	24,567,881 (98.6%)	338,897 (1.4%)		37,141		1,878,802
Silvio Tavares	24,365,057 (97.8%)	553,502 (2.2%)		25,360		1,878,802
Tse Li “Lily” Yang	24,553,890 (98.5%)	367,107 (1.5%)		22,922		1,878,802

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:


For	Against	Abstain		Non-Votes
24,262,670 (97.5%)	628,392 (2.5%)		52,857		1,878,802

Proposal 3: Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal 2024. 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 2024:


For	Against	Abstain
26,347,966 (98.3%)	452,808 (1.7%)		21,947

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


99.1		Press release of CSG Systems International, Inc. dated May 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			CSG SYSTEMS INTERNATIONAL, INC.

Date:	May 16, 2024	By:	/s/ Lori J. Szwanek
			Lori J. Szwanek Chief Accounting Officer

EXHIBIT 99.1

CSG Appoints Finance Veteran Samantha Greenberg to Board of Directors

DENVER, May 16, 2024 – CSG® (NASDAQ: CSGS) today announced the addition of finance veteran Samantha Greenberg to its board of directors. Her appointment adds deep financial market and capital allocation expertise that has helped both public and private technology companies create meaningful shareholder value.

“As CSG strives to grow and diversify our revenue faster, Samantha’s invaluable expertise will strengthen our board room governance and decision-making,” said Ron Cooper, chair of the board of directors, CSG. “Her proven track record of driving financial excellence and value creation for technology companies across public and private markets is unmatched. She also shares our commitment to fostering a diverse and inclusive culture at CSG, as we continue to strengthen our board with different perspectives, expertise and experiences.”

“This is an exciting time to join the CSG board as the company continues to set new records for growth,” said Greenberg. “CSG’s strong culture of innovation and collaboration fuels its performance in providing extraordinary customer experiences. I'm eager to work with the board and management team to help CSG create even greater impact for our customers and communities while generating long-term value for our stakeholders.”

Greenberg is currently Chief Financial Officer at ID.me, a next-generation digital identity wallet and network that simplifies how more than 129 million users securely login and prove their identity online through a single login tied to verified and reusable identities that remove friction from people's lives as they authenticate to government agencies and over 600 consumer brands. At ID.me, Greenberg leads all financial activities including financial and strategic planning, capital markets, M&A, accounting and audit, investor relations, treasury and tax. She serves on ID.me’s Risk Council, monitoring and assessing enterprise risk tolerances and execution of mitigations. Prior to joining ID.me, Greenberg served as Chief Financial Officer of Mint House, a technology-led hospitality provider, where she implemented operational improvements and systems implementations, executed a cost reduction program and led the largest capital raise in the company’s history. Prior to that, Greenberg held leadership roles at financial institutions including Citadel, Margate Capital Management and Paulson & Co. Greenberg has executed numerous financings and M&A transactions. She is a former mergers and acquisitions investment banker and investor at Goldman Sachs and private equity investor at Francisco Partners, a technology private equity firm.

Greenberg received her MBA from Stanford University's Graduate School of Business and graduated Summa Cum Laude from the Wharton School at the University of Pennsylvania with a B.S. in Economics and dual concentration in Finance and Strategic Management. She has been named to DCA Live’s “2023 Tech CFO Stars”, Stanford University Graduate School of Business's “Top 100 Alumni in Investing & Finance,” Ernst & Young’s “50 Leading Women in Hedge Funds,” and Institutional Investor’s “Hedge Fund Rising Stars”.

# # #

About CSG

CSG empowers companies to build unforgettable experiences, making it easier for people and businesses to connect with, use and pay for the services they value most. Our customer experience, billing and payments solutions help companies of any size make money and make a difference. With our SaaS solutions, company leaders can take control of their future and tap into guidance along the way from our fiercely committed and forward-thinking CSGers around the world.

Want to be future-ready and a change-maker like the global brands that trust CSG? Visit csgi.com to learn more.

Contacts:

Tammy Hovey

Public Relations

+1 (917) 520-2751

tammy.hovey@csgi.com

John Rea

Investor Relations

+1 (210) 687-4409

john.rea@csgi.com

Document And Entity Information	May 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 13, 2024
Entity Registrant Name	CSG SYSTEMS INTERNATIONAL, INC.
Entity Central Index Key	0001005757
Entity Emerging Growth Company	false
Entity File Number	0-27512
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-0783182
Entity Address, Address Line One	169 Inverness Dr W
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	303
Local Phone Number	200-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	CSGS
Security Exchange Name	NASDAQ