Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 6, 2022, CSG Systems International, Inc. ("CSG") announced that it
had appointed Rachel A. Barger as a new member of CSG's Board of Directors (the
"Board"), effective August 30, 2022. The By-Laws of CSG Systems International,
Inc. provide for its Board to be divided into three classes, each having a
three-year term. Ms. Barger will be a member of the Class II directors, with a
term of office to continue until CSG's next annual meeting of stockholders,
currently anticipated to be held in May 2023. Ms. Barger will also serve on the
Sustainability, Social Responsibility, and Governance Committee.
In conjunction with Ms. Barger's appointment, the Board approved a form of
Indemnification Agreement between CSG and Ms. Barger, effective August 30, 2022.
Under the terms of the indemnification agreement, CSG would indemnify Ms. Barger
to the fullest extent permitted by law against all expenses incurred if she 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.
Ms. Barger does not have any family relationships with any executive officer or
director of CSG or its affiliates. She is not a party to any transaction
requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Barger 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 Ms. Barger's appointment, dated
September 6, 2022, is attached hereto as Exhibit 99.1 and is incorporated by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release of CSG Systems International, Inc. dated September 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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