Item 1.01. Entry into a Material Definitive Agreement.

On August 26, 2020, CSG Systems International, Inc.'s Board of Directors approved changes to its executive management team described in section 5.02 below. The text set forth in Item 5.02 below regarding separation and employment agreements are incorporated into this section by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On August 26, 2020, the Board of Directors (the "Board") of CSG Systems International, Inc. ("CSG" or "the Company"), approved the following changes to CSG's executive management team and Board:

Bret C. Griess

Effective December 30, 2020, Bret C. Griess, CSG's current President and Chief Executive Officer ("CEO"), will step down as President and CEO of the Company and resign from CSG's Board. Mr. Griess will remain as a non-executive employee of the Company to assist with the transition of his duties through March 31, 2021, at which time he will resign from the Company. In conjunction with Mr. Griess' resignation, CSG and Mr. Griess entered into a Separation Agreement, dated August 26, 2020 (the "Separation Agreement").

A copy of Mr. Griess' Separation Agreement dated August 26, 2020 is attached hereto as Exhibit 10.51C, and herby incorporated by reference.

Brian A. Shepherd

Effective January 1, 2021, Brian A. Shepherd, CSG's current Executive Vice President and Group President, will become the CEO and President of CSG, and be appointed as a Class III director of CSG's Board to fill the vacancy created by Mr. Griess' departure. Mr. Shepherd's Board term will continue until the May 2021 annual meeting of stockholders of CSG. As an employee-director, Mr. Shepherd will not serve on any committees of the Board, nor receive any additional compensation as a director.

Mr. Shepherd, 52, joined CSG in 2016 and has helped accelerate the growth and strategic direction of the company's global business, leading CSG's profit and loss organization. Prior to joining CSG, he held a variety of executive roles with companies such as TeleTech, Amdocs, DST Innovis, and McKinsey & Company.

In conjunction with his change in responsibilities, CSG and Mr. Shepherd agreed to the following:

• Effective January 1, 2020, Mr. Shepherd's base salary will be $700,000 per


      year.

• Mr. Shepherd shall have the opportunity to earn an incentive bonus of not


      less than one hundred percent (100%) of his base salary if the agreed upon
      objectives for the particular calendar year are fully achieved.

• Mr. Shepherd will also be granted a one-time restricted stock award of both


      Performance-Based Restricted Stock and Time-Based Restricted Stock, with the
      number of shares of each to be determined at a future date.

A copy of Mr. Shepherd's Employment Agreement dated August 26, 2020 is attached hereto as Exhibit 10.55, and herby incorporated by reference.

Mr. Shepherd 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.

A copy of the press release announcing the changes to CSG's executive management team is attached to this Form 8-K as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



         10.51C   Separation Agreement with Bret C. Griess dated August 26,
                2020
         10.55    Employment Agreement with Brian A. Shepherd dated August 26,
                2020
         99.1     Press Release of CSG Systems International, Inc. dated August
                31, 2020
         104    Cover Page Interactive Data File (embedded within the Inline
                XBRL document)


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