CSG SYSTEMS INTERNATIONAL, INC. (NASDAQ:CSGS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CSG SYSTEMS INTERNATIONAL, INC. (NASDAQ:CSGS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2018, CSG Systems International, Inc. (“CSG” or the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the CSG Systems International, Inc. Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”).The 2005 Plan was amended to, among other things, approve an additional 2,700,000 shares authorized for issuance under the plan.

Summaries of the material terms of the 2005 Plan are set forth in CSG’s proxy statement dated April 3, 2018 (the “2018 Proxy”).A copy of the 2005 Plan is filed as Exhibit 10.04 to this Form 8-K and incorporated herein by reference.

Item 9.01.

Submission of Matters to a Vote of Security Holders.

On May 17, 2018, CSG held its Annual Meeting.The proposals voted upon at the meeting, which are more fully described in CSG’s 2018 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 2021:

Name of Director

For

Against

Abstain

Non-Votes

Bret C. Griess

26,836,700 (99%)

259,098 (1%)

1,605

1,862,046

Frank V. Sica

26,246,232 (97%)

846,567 (3%)

4,604

1,862,046

James A. Unruh

26,297,084 (97%)

794,143 (3%)

6,176

1,862,046

Proposal 2:Advisory Vote to Approve the Compensation of Named Executive Officers.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

26,121,343 (97%)

720,941 (3%)

255,119

1,862,046

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 2,700,000 shares authorized for issuance under the plan, was adopted with the votes shown:

For

Against

Abstain

Non-Votes

25,829,916 (96%)

1,194,650 (4%)

72,837

1,862,046

Proposal 4:Ratification of the Appointment of KPMG LLP as Independent Registered Public Accounting Firm for Fiscal 2018. 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 2018:

For

Against

Abstain

28,483,001 (98%)

456,316 (2%)

20,132

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


CSG SYSTEMS INTERNATIONAL INC Exhibit
EX-10.04 2 csgs-ex1004_6.htm EX-10.04 csgs-ex1004_6.htm Exhibit 10.04   CSG SYSTEMS INTERNATIONAL,…
To view the full exhibit click here

About CSG SYSTEMS INTERNATIONAL, INC. (NASDAQ:CSGS)

CSG Systems International, Inc. is a provider of business support solutions primarily serving the communications industry. The Company’s solutions coordinate and manage various aspects of service providers’ customer interactions, from the activation of customer accounts, to the support of various service activities, and through the presentment, collection and accounts receivables management of monthly customer statements. Its product solutions include cable and satellite care and billing, convergent rating and billing, mediation and data management, wholesale settlement and routing, customer interaction management, business intelligence, and content management and monetization. Its billing and customer care platform, Advanced Convergent Platform, is the system for cable and satellite providers in North America. Its customer interaction management solutions help delivers a personal and relevant involvement across all customer touch points, such as Web or other communications methods.