--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-023330" form_type: "8-K" ticker: "CSGS" cik: "0001005757" company_name: "CSG SYSTEMS INTERNATIONAL INC" filed_at: "2023-05-22T23:59:59+00:00" generated_at: "2026-06-14T17:47:41.989516+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # CSG Systems stockholders elect directors, approve stock plan and charter amendments at 2023 annual meeting ## Summary - All four Class II directors elected with >97% support; Rachel Barger received 99.9%. - Non-binding advisory vote on NEO compensation approved with 94.9% in favor; frequency set at 1 year with 95.3%. - Amendment to 2005 Stock Incentive Plan (adding 27.9M shares) approved with 76.3% of votes cast. - Charter amendment to limit officer liability under Delaware law approved with 86.8% of votes cast. - Ratification of KPMG as independent auditor for fiscal 2023 approved with 97.5%. ## SEC filing metadata - accession: 0000950170-23-023330 - form_type: 8-K - ticker: CSGS - cik: 0001005757 - company_name: CSG SYSTEMS INTERNATIONAL INC - filed_at: 2023-05-22T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1005757/000095017023023330/0000950170-23-023330-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1005757/000095017023023330/csgs-20230517.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-023330 - JSON: https://secwatch.observer/filing/0000950170-23-023330.json - Plain text: https://secwatch.observer/filing/0000950170-23-023330.txt ## Key facts - Shareholder Votes CSG SYSTEMS INTERNATIONAL INC shareholders approved Advisory Vote to Approve the Frequency of Advisory Votes on the Compensation of CSG's NEOs at the 2023-05-17 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 3: Advisory Vote to Approve the Frequency of Advisory Votes on the Compensation of CSG's NEOs. The table below shows the results of the stockholders’ non-binding advisory vote on the frequency with which stockholders are provided advisory votes on the compensation of CSG's NEOs: 1 Year 2 Years 3 Years Abstain 25,984,941 (95.3%) 13,582 (0.1%) 1,256,033 (4.6%) 21,537 evidence_url: https://www.sec.gov/Archives/edgar/data/1005757/000095017023023330/0000950170-23-023330-index.htm - Shareholder Votes CSG SYSTEMS INTERNATIONAL INC shareholders approved Approval of an Amendment and Restatement to CSG's Amended and Restated 2005 Stock Incentive Plan at the 2023-05-17 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 4: Approval of an Amendment and Restatement to CSG's Amended and Restated 2005 Stock Incentive Plan. A proposal to approve an amendment and restatement of the Amended and Restated CSG Systems International, Inc. 2005 Stock Incentive Plan was adopted with the votes shown: For Against Abstain Non-Votes 20,787,518 (76.3%) 6,460,323 (23.7%) 28,252 1,998,520 evidence_url: https://www.sec.gov/Archives/edgar/data/1005757/000095017023023330/0000950170-23-023330-index.htm - Shareholder Votes CSG SYSTEMS INTERNATIONAL INC shareholders approved Advisory Vote to Approve the Compensation of CSG's Named Executive Officers at the 2023-05-17 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 2: Advisory Vote to Approve the Compensation of CSG's 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 25,859,862 (94.9%) 1,380,009 (5.1%) 36,222 1,998,520 evidence_url: https://www.sec.gov/Archives/edgar/data/1005757/000095017023023330/0000950170-23-023330-index.htm - Shareholder Votes CSG SYSTEMS INTERNATIONAL INC shareholders approved Approval of an Amendment to the Restated Certificate of Incorporation to limit the liability of certain officers at the 2023-05-17 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 5: Approval of an Amendment to the Restated Certificate of Incorporation. A proposal to approve an Amendment to the Restated Certificate of Incorporation to limit the liability of certain officers of CSG, as permitted by Delaware law, was adopted with the votes shown: For Against Abstain Non-Votes 23,621,905 (86.8%) 3,589,172 (13.2%) 65,016 1,998,520 evidence_url: https://www.sec.gov/Archives/edgar/data/1005757/000095017023023330/0000950170-23-023330-index.htm - Shareholder Votes CSG SYSTEMS INTERNATIONAL INC shareholders approved Election of Class II Directors at the 2023-05-17 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 1: Election of Directors. The table below shows the results of the stockholders’ vote for the election of the Class II Directors, with terms expiring in 2026: Name of Director For Against Abstain Non-Votes Rachel Barger 27,210,606 (99.9%) 33,239 (0.1%) 32,248 1,998,520 David Barnes 26,822,625 (98.4%) 428,317 (1.6%) 25,151 1,998,520 Dr. Rajan Naik 26,534,056 (97.4%) 717,003 (2.6%) 25,034 1,998,520 Haiyan Song 26,745,444 (98.1%) 505,615 (1.9%) 25,034 1,998,520 evidence_url: https://www.sec.gov/Archives/edgar/data/1005757/000095017023023330/0000950170-23-023330-index.htm - Shareholder Votes CSG SYSTEMS INTERNATIONAL INC shareholders approved Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal 2023 at the 2023-05-17 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-17 source text: Proposal 6: Ratification of the Appointment of KPMG LLP as the Independent Registered Public Accounting Firm for Fiscal 2023. 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 2023: For Against Abstain 28,514,655 (97.5%) 739,089 (2.5%) 20,869 evidence_url: https://www.sec.gov/Archives/edgar/data/1005757/000095017023023330/0000950170-23-023330-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.