8-K 1 csgs-8k_20190516.htm CSGS-2019-05-16-19 8-K csgs-8k_20190516.htm

 

 

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): May 16, 2019

 

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.)

 

6715 S. Willow Drive, 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 Instruction 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

 

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 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 5.07.  Submission of Matters to a Vote of Security Holders.

 

On May 16, 2019, CSG Systems International, Inc. (“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 2, 2019 (the “2019 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 2022:

 

Name of Director

For

Against

Abstain

Non-Votes

Ronald H. Cooper

26,488,180 (97%)

706,816 (3%)

13,090

2,402,821

Janice I. Obuchowski

24,411,048 (90%)

2,759,140 (10%)

37,898

2,402,821

Donald B. Reed

26,388,569 (97%)

780,998 (3%)

38,519

2,402,821

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:

 

For

Against

Abstain

Non-Votes

25,290,293 (93%)

1,881,387 (7%)

36,406

2,402,821

Proposal 3:  Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal 2019. 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 2019:

 

For

Against

Abstain

28,903,752 (98%)

643,137 (2%)

64,018


 


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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 20, 2019

 

CSG SYSTEMS INTERNATIONAL, INC.

 

By:

 

 

 /s/ Rolland B. Johns 

 

 

Rolland B. Johns

 

 

Chief Financial Officer

 

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