8-K

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): February 12, 2021

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

On February 16, 2021, CSG Systems International, Inc. (“CSG”) announced that it had appointed Tse Li “Lily” Yang as a new member of CSG’s Board of Directors (the “Board”), effective February 12, 2021.  The Revised By-Laws of CSG Systems International, Inc., (“Revised By-Laws”) provide for its Board to be divided into three classes, each having a three-year term.  Ms. Yang will be a member of the Class III directors, with a term of office to continue until the annual meeting of stockholders of CSG currently anticipated to be held on May 20, 2021.  Ms. Yang will also serve on the Audit Committee.

In conjunction with Ms. Yang’s appointment, the Board approved a form of Indemnification Agreement between CSG and Ms. Yang, effective February 12, 2021.  Under the terms of the indemnification agreement, CSG would indemnify Ms. Yang 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. Yang 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. Yang shall receive the standard director compensation arrangement including an annual fee of $75,000, a committee fee of $7,500, and an annual restricted stock award.  The annual restricted stock award, which shall vest in its entirety on the first anniversary of the grant date, has traditionally been determined and granted in the third quarter of each year, following Compensation Committee approval.

A copy of CSG’s press release announcing Ms. Yang’s appointment, dated February 16, 2021, is attached hereto as Exhibit 99.1 and is incorporated by reference.

9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release of CSG Systems International, Inc. dated February 16, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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:  February 16, 2021

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ David N. Schaaf
	David N. Schaaf
	Chief Accounting Officer

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EX-99.1

EXHIBIT 99.1

CSG Appoints Finance and Technology Executive

Lily Yang to Board of Directors

DENVER, February 16, 2021 –CSG (NASDAQ: CSGS) is adding finance and technology executive Tse Li “Lily” Yang to its board of directors. Effective February 12, 2021, Yang’s appointment as a class III director and member of the Audit Committee adds additional depth to the Board to support the company’s continued strategic execution, growth and profitability.

“Lily joins CSG at a critical time for the company, as we continue to solve our customers’ biggest business challenges and help future proof their businesses,” said Don Reed, chairman, CSG. "Beyond her expertise in financial management, her breadth of experience in leading tech-forward, transformational organizations will serve CSG well as we embark on a new era of growth and innovation.”

“CSG has demonstrated the tremendous success that can be achieved when a company takes a values-focused, customer focused approach to its business,” said Yang. “I am thrilled to join CSG at a time of such transformation and growth and look forward to working with my colleagues on the Board and the company’s new executive leadership team to build on this strategy and drive continued success.”

Yang currently serves as chief accounting officer for Pinterest where she leads accounting, tax, treasury and internal audit. She brings nearly three decades of broad financial leadership experience, including regulatory compliance, investment management, M&A, credit and business risk across diverse organizations in technology, healthcare and other high growth industries. A Certified Public Accountant, Yang holds a Bachelor of Science degree in Accounting and Managerial Information Systems from Boston University.

# # #

About CSG

For more than 35 years, CSG has simplified the complexity of business, delivering innovative customer engagement solutions that help companies acquire, monetize, engage and retain customers. Operating across more than 120 countries worldwide, CSG manages billions of critical customer interactions annually, and its award-winning suite of software and services allow companies across dozens of industries to tackle their biggest business challenges and thrive in an ever-changing marketplace. CSG is the trusted partner for driving digital innovation for hundreds of leading global brands, including Airtel Africa, América Móvil, AT&T, Charter Communications, Comcast, DISH, Formula 1, Hutchison 3 Indonesia, Inmarsat, Mastercard, Maximus, Microsoft, Mobily, MTN, New Leaf Service Contracts, State of California DMV, TalkTalk and Telstra. To learn more, visit our website at csgi.comand connect with us on LinkedInandTwitter.

Copyright © 2021 CSG Systems International, Inc. and/or its affiliates (“CSG”). All rights reserved. CSG® is a registered trademark of CSG Systems International, Inc. All third-party trademarks, service marks, and/or product names which are referenced in this document are the property of their respective owners, and all rights therein are reserved.

Contacts:

Brad Jones

Public Relations

CSG

+1 (303) 200-3001

brad.jones@csgi.com

John Rea

Investor Relations

CSG

+1 (210) 687 4409 

john.rea@csgi.com

XML

Document And Entity Information	Feb. 12, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2021
Entity Registrant Name	CSG SYSTEMS INTERNATIONAL, INC.
Entity Central Index Key	0001005757
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	CSGS
Security Exchange Name	NASDAQ
Entity File Number	0-27512
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-0783182
Entity Address, Address Line One	6175 S. Willow Drive
Entity Address, Address Line Two	10th Floor
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80111
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