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, 2023

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.

CSG Systems International, Inc. (“CSG” or the “Company”) Board of Directors have approved the following changes to CSG’s executive management team:

Kenneth M. Kennedy

On August 30, 2023, the Company announced the termination without cause of Kenneth M. Kennedy, Chief Operating Officer and President – Revenue Management and Digital Monetization, effective September 10, 2023.

Mr. Kennedy has agreed to provide transition services to the Company through the end of 2023, pursuant to a Transition Services Agreement. Mr. Kennedy will also be eligible to receive severance pursuant to the terms of a Severance and Release Agreement reflecting the terms of the Company’s Executive Severance Plan. The Transition Services Agreement and Severance and Release Agreement are in the process of being finalized and will be filed with a Form 8-K/A when executed.

David N. Schaaf

On August 30, 2023, the Company announced the termination without cause of David N. Schaaf, Chief Accounting Officer and Treasurer, who also serves as the Company’s principal accounting officer. The separation is not a result of any dispute or disagreement with the Company, including with respect to any matters relating to the Company’s accounting practices or financial reporting. Mr. Schaaf’s separation will take effect during September 2023, and he has agreed to provide transitional services to the Company up to April 1, 2024.

Lori J. Szwanek

Effective September 2023, Lori J. Szwanek, 57, will assume the role of Chief Accounting Officer and will serve as the Company’s principal accounting officer. Upon assuming her role, Ms. Szwanek will participate in the existing Company plans applicable to Senior Vice Presidents. Ms. Szwanek brings nearly 35 years of accounting, finance, and business experience, having most recently served as Chief Accounting Officer at Orion Advisor Solutions for the last two years. Prior to that, she held a variety of roles over 25 years in CSG’s accounting function, including most recently as Vice President and Global Controller. Ms. Szwanek is a graduate of Midland University and a member of the American Institute of Certified Public Accountants (AICPA) and the Nebraska Society of CPAs.

There are no family relationships involving Ms. Szwanek that are reportable under Item 401(d) of Regulation S-K. Additionally, there are no related party transactions involving Ms. Szwanek that are reportable under Item 404(a) of Regulation S-K.

A copy of the press release announcing the changes to CSG’s executive management team, dated August 30, 2023, is attached to this Form 8-K as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release of CSG Systems International, Inc., dated August 30, 2023
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:	August 30, 2023	By:	/s/ Rasmani Bhattacharya
			Rasmani Bhattacharya Executive Vice President and Chief Legal Officer

EX-99.1

EXHIBIT 99.1

CSG Announces Management Team Changes

Company Reiterates All 2023 Financial Guidance Targets

DENVER, Aug. 30, 2023 – CSG® (NASDAQ: CSGS) today announced that Ken Kennedy, Chief Operating Officer & President of Revenue Management & Digital Monetization, and Dave Schaaf, Chief Accounting Officer and Treasurer, will be departing CSG. Lori Szwanek will rejoin CSG as the next Chief Accounting Officer in September 2023.

“CSG is a culture-first company because of leaders like Ken and Dave who have brought excellence and impact for two decades. On behalf of the Board of Directors and the entire CSG team, we thank both leaders for their immeasurable contributions,” said Brian Shepherd, President and CEO, CSG.

Mr. Shepherd added, “During transitions like this, it is normal to assess whether the changes imply an underlying problem or an opportunity to elevate our performance even more. To be clear, there is no problem. CSG just posted our best first-half organic revenue growth in nearly two decades, and we are pleased to reiterate the raised guidance we provided on our Q2 earnings call. Ken and Dave both contributed meaningfully to these excellent results and they also helped develop a fantastic bench of proven leaders, who are ready to accelerate CSG’s top and bottom-line growth in the years ahead.”

“A key to CSG’s faster revenue growth is our ongoing effort to move decision-making closer to the customer and to simplify how we do business,” Shepherd shared. “These foundations also underpin our commitment to continuously work to expand our operating leverage. Consistent with this and as part of a smooth transition, Ken’s role will not be replaced as his responsibilities will be assumed by existing CSG executive officers and senior leaders.”

“On behalf of the CSG Audit Committee and the broader CSG Team, I would like to also thank Dave for his excellent contributions to our finance team for over two decades,” said Hai Tran, Executive Vice President and CFO, CSG. “On behalf of all the CSGers who know and value Lori so much, we couldn’t be more excited to welcome her back to the CSG family when she assumes ownership of our accounting function as Chief Accounting Officer.”

Ms. Szwanek brings over 30 years of accounting, finance and business experience, having most recently served as Chief Accounting Officer at Orion Advisor Solutions. Prior to that, she held a variety of roles over 25 years in CSG’s accounting function, including most recently as Global Controller.

Mr. Kennedy has agreed to remain with the company in an advisory role through the end of 2023. Mr. Schaaf has agreed to remain with the company in an advisory role until April 1, 2024.

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 learn more about how to be a change-maker and industry shaper like our 1,000-plus clients? Visit csgi.com to learn more.

Contacts:

Tammy Hovey

External Communications

+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, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 2023
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	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