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): August 30, 2022

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
Greenwood Village, Colorado		80111
(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 September 6, 2022, CSG Systems International, Inc. (“CSG”) announced that it had appointed Rachel A. Barger as a new member of CSG’s Board of Directors (the “Board”), effective August 30, 2022. 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. Barger will be a member of the Class II directors, with a term of office to continue until CSG’s next annual meeting of stockholders, currently anticipated to be held in May 2023. Ms. Barger will also serve on the Sustainability, Social Responsibility, and Governance Committee.

In conjunction with Ms. Barger’s appointment, the Board approved a form of Indemnification Agreement between CSG and Ms. Barger, effective August 30, 2022. Under the terms of the indemnification agreement, CSG would indemnify Ms. Barger 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. Barger 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. Barger shall receive the standard director compensation arrangement including an annual fee of $75,000, a committee fee of $7,500, and a restricted stock award, which shall vest in its entirety on the first anniversary of the grant date. The annual restricted stock award amount and the timing of the grant will be determined by the Compensation Committee.

A copy of CSG’s press release announcing Ms. Barger’s appointment, dated September 6, 2022, is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release of CSG Systems International, Inc. dated September 6, 2022
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 thereunto duly authorized.

			CSG SYSTEMS INTERNATIONAL, INC.
Date:	September 6, 2022	By:	/s/ David N. Schaaf
			David N. Schaaf Chief Accounting Officer

EX-99.1

EXHIBIT 99.1

 

CSG Appoints Technology Veteran Rachel Barger to Board of Directors

DENVER – Sept. 6, 2022 – CSG® (NASDAQ: CSGS) today announced the addition of technology veteran Rachel Barger to its board of directors. Her appointment adds proven global expertise in go-to-market and channel growth, P&L depth in high-growth verticals and strong development of high-performance, inclusive teams.

“CSG is in an era of accelerated growth and Rachel adds tremendous depth with her experience on the ground in Asia and the Americas leading large, growth-focused teams,” said Ron Cooper chair of the board of directors, CSG. “Rachel’s customer-obsessed approach, inspiring leadership style and growth mindset are a natural fit for us. She understands what it takes to build strong relationships with our customers and partners while delivering strong results for shareholders.”

“It’s an honor to join the CSG board during such a transformative time,” said Barger. “CSG has a great vision for the future and incredible leaders who inspire their people to do good work each day and be good to each other. As technology embeds itself more deeply in our lives, CSG is poised to stand out as a leader that not only delivers extraordinary customer experiences but takes responsibility to create even greater impact in the world. This is why I chose to be a part of the Board.”

Ms. Barger has been at Cisco Systems, Inc. since October 2020, and in May of 2022 was named Senior Vice President, Americas Sales responsible for overseeing the largest of the company’s three sales geographies with over 5,000 employees across 17 countries. She served as a President and Managing Director Southeast Asia, Chief Operating Officer APJ, and Regional VP of Sales at SAP from 2016 through 2020. Prior to these roles, Ms. Barger was a General Manager for the EMEA Region and a Vice President of Global Strategic Accounts at Lithium Technologies. She also held various senior positions for SAP Ariba from 2004–2013.

Ms. Barger holds an M.B.A. from the Australian Graduate School of Management (UNSW) and a B.S. in chemical engineering from the University of Delaware. She is also a member of the Exceptional Women Foundation (EWA) and the acting Chief on the Advisory Board for the Singapore Management University School of Computing and Information Systems.

# # #

About CSG

CSG is a leader in innovative customer engagement, revenue management and payments solutions that make ordinary customer experiences extraordinary. Our cloud-first architecture and customer-obsessed mindset help companies around the world launch new digital services, expand into new markets, and create dynamic experiences that capture new customers and build brand loyalty. For 40 years, CSG’s technologies and people have helped some of the world’s most recognizable brands solve their toughest business challenges and evolve to meet the demands of today’s digital economy with future-ready solutions that drive exceptional customer experiences. With 5,200+ employees in over 20 countries, CSG is the trusted technology provider for leading global brands in telecommunications, retail, financial services, and healthcare. Our solutions deliver real-world outcomes to more than 900 customers in over 120 countries.

To learn more, visit us at csgi.comand connect with us on LinkedInandTwitter.

Copyright © 2022 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:

Tammy Hovey

Global Public Relations

+1 (917) 520-2751

tammy.hovey@csgi.com

John Rea

Investor Relations

+1 (210) 687-4409

john.rea@csgi.com

XML

Document And Entity Information	Aug. 30, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 2022
Entity Registrant Name	CSG SYSTEMS INTERNATIONAL, INC.
Entity Central Index Key	0001005757
Entity Emerging Growth Company	false
Securities Act 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, 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
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	CSGS
Security Exchange Name	NASDAQ