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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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 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2021, 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 6, 2021 (the “2021 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 III Directors, with terms expiring in 2024:
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Name of Director |
For |
Against |
Abstain |
Non-Votes |
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Brian A. Shepherd |
26,886,071 (98.6%) |
387,293 (1.4%) |
31,743 |
1,885,391 |
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Frank V. Sica |
25,193,724 (92.4%) |
2,083,319 (7.6%) |
28,064 |
1,885,391 |
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Silvio Tavares |
26,741,446 (98.0%) |
536,629 (2.0%) |
27,032 |
1,885,391 |
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Tse Li “Lily” Yang |
27,190,523 (99.7%) |
87,811 (0.3%) |
26,773 |
1,885,391 |
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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21,578,410 (79.1%) |
5,689,830 (20.9%) |
36,867 |
1,885,391 |
Proposal 3: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal 2021. 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 2021:
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For |
Against |
Abstain |
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28,607,089 (98.1%) |
547,523 (1.9%) |
35,886 |
9.01. Financial Statements and Exhibits.
(d) Exhibits
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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 21, 2021
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CSG SYSTEMS INTERNATIONAL, INC. |
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By: |
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/s/ David N. Schaaf |
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David N. Schaaf |
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Chief Accounting Officer |
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