UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Name of each exchange on which registered |
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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. ☐
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 18, 2022, CSG Systems International, Inc. (“CSG”), Board of Directors (the “Board”) appointed Elizabeth A. Bauer, CSG’s current Executive Vice President, Chief Marketing Officer and Chief Customer Officer, as Executive Vice President and Chief Experience Officer effective May 1, 2022. Ms. Bauer’s expanded leadership responsibilities now include CSG’s employee and customer experiences, marketing, sales enablement, and communications.
In conjunction with these added responsibilities, CSG and Ms. Bauer agreed to the following:
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Ms. Bauer’s base salary and bonus remain unchanged. |
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Ms. Bauer will be granted a one-time restricted stock award on June 10, 2022 in the amount of $300,000 (the number of shares to be determined at grant date). Sixty percent (60%) of this award will be performance-based, and vest in accordance with the Company’s standard metrics for long term incentive awards, and the remaining forty percent (40%) of the award will be the standard time-based vesting with one-third of the 40% vesting each year over a three-year period. |
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Beginning May 1, 2022, for each three month period in which Ms. Bauer is also leading CSG’s People function, she will receive an additional $20,000 quarterly cash payment, prorated through the date a new Chief People Officer assumes responsibility at some point in the future. |
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On May 18, 2022, 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 4, 2022 (the “2022 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 2025:
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Name of Director |
For |
Against |
Abstain |
Non-Votes |
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Gregory A. Conley |
28,345,717 (99.1%) |
263,594 (0.9%) |
28,866 |
1,541,033 |
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Ronald H. Cooper |
27,521,186 (96.2%) |
1,086,131 (3.8%) |
30,860 |
1,541,033 |
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Marwan H. Fawaz |
26,834,726 (94.8%) |
1,478,344 (5.2%) |
325,107 |
1,541,033 |
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:
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For |
Against |
Abstain |
Non-Votes |
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27,086,636 (94.7%) |
1,509,261 (5.3%) |
42,280 |
1,541,033 |
Proposal 3: Approval of the Third Amended and Restated 1996 Employee Stock Purchas Plan. A proposal to approve the Third Amended and Restated CSG Systems International, Inc. 1996 Employee Stock Purchase Plan was adopted with the votes shown:
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For |
Against |
Abstain |
Non-Votes |
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28,556,701 (99.7%) |
77,806 (0.3%) |
3,670 |
1,541,033 |
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Proposal 4: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal 2022. 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 2022:
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For |
Against |
Abstain |
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29,832,801 (98.9%) |
323,470 (1.1%) |
22,939 |
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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10.02 |
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Third Amended and Restated 1996 Employee Stock Purchase Plan, as adopted on May 18, 2022 |
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104 |
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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: May 23, 2022
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CSG SYSTEMS INTERNATIONAL, INC. |
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By: |
/s/ David N. Schaaf |
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David N. Schaaf |
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Chief Accounting Officer |
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