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): October 29, 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 November 1, 2021, CSG Systems International, Inc. (“CSG”) announced that it had appointed Gregory Conley as a new member of CSG’s Board of Directors (the “Board”), effective October 29, 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.  Mr. Conley will be a member of the Class I directors, with a term of office to continue until the annual meeting of stockholders of CSG currently anticipated to be held in May 2022.  Mr. Conley will also serve on the Compensation Committee.

In conjunction with Mr. Conley’s appointment, the Board approved a form of Indemnification Agreement between CSG and Mr. Conley, effective October 29, 2021.  Under the terms of the indemnification agreement, CSG would indemnify Mr. Conley to the fullest extent permitted by law against all expenses incurred if he 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.

Mr. Conley does not have any family relationships with any executive officer or director of CSG or its affiliates.  He is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Conley 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 Mr. Conley’s appointment, dated November 1, 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 November 1, 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:  November 1, 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

FOR IMMEDIATE RELEASE

CSG Appoints Technology Executive Greg Conley to Board of Directors

DENVER, November 1, 2021 – CSG® (NASDAQ: CSGS) is adding technology executive Greg Conley to its board of directors. Effective October 29, 2021, Conley’s appointment as a class I director and member of the compensation committee adds additional depth to the board to support the company’s refreshed growth ambitions.  

“Greg will make a fantastic addition to the CSG board,” said Don Reed, chair of the board of directors, CSG. “With more than 30 years of experience in global leadership roles in the technology and software industries, Greg will bring a wealth of knowledge and expertise to CSG’s well-balanced board of directors. We continue to take board refreshment seriously and strive to achieve a healthy balance of new, diverse and experienced board members who will provide excellent stewardship and leadership for CSG and its stakeholders.”

“I couldn’t be more excited to bring my experiences and expertise to CSG’s board,” said Conley. “CSG’s growth ambitions have been re-energized under the leadership of the management team led by chief executive officer Brian Shepherd. I’m thrilled to join the company at such a transformative time.”

Mr. Conley currently serves as a board member of TTEC holdings (Nasdaq: TTEC), where he is the Chair of the Audit Committee and a member of the Compensation Committee, and is a board member of Travelport, a travel technology company. Mr. Conley brings over 30 years of experience in the technology and software industries having served as CEO of Aha! Software, a privately held predictive analytics and cloud computing company, as CEO of Odyssey Group, a Switzerland-based technology services and software company, and as CEO of Verio, a leading global provider of hosting and network services. Prior to these roles, Mr. Conley was the global general manager of e-markets and global general manager of travel and transportation industries at IBM (NYSE: IBM).

Mr. Conley holds a J.D. from Georgetown University and a B.S. in electrical engineering from Purdue University.

# # #

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 nearly 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 5,000 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 © 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.

Contact:

John Rea

Investor Relations

CSG

+1 (210) 687 4409 

john.rea@csgi.com

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Document Type	8-K
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Document Period End Date	Oct. 29, 2021
Entity Registrant Name	CSG SYSTEMS INTERNATIONAL, INC.
Entity Central Index Key	0001005757
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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
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Entity Address, State or Province	CO
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