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): January 10, 2020

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27512	47-0783182
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)
6175 S. Willow Drive, 10^th^ 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<br><br><br>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 January 10, 2020, CSG Systems International, Inc. (“CSG”) appointed Haiyan Song as a new member of CSG’s Board of Directors (the “Board”).  The Revised By-Laws of CSG Systems International, Inc., (“Revised By-Laws”) provide for its Board of Directors to be divided into three classes, each having a three-year term.  Ms. Song will be a member of the Class II directors, with a term of office to continue until the annual meeting of stockholders of CSG to be held on May 21, 2020.  Ms. Song will also serve on the Compensation Committee.

In conjunction with Ms. Song’s appointment, the Board approved a form of Indemnification Agreement between CSG and Ms. Song, effective January 10, 2020.  Under the terms of the indemnification agreement, CSG would indemnify Ms. Song 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. Song 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. Song shall receive the standard director compensation arrangement including an annual fee of $75,000, a committee fee of $7,500, and an annual restricted stock award.  The annual restricted stock award, which shall vest in its entirety on the first anniversary of the grant date, has traditionally been determined and granted in the third quarter of each year, following Compensation Committee approval.

A copy of CSG’s press release announcing Ms. Song’s appointment, dated January 14, 2020, 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 January 14, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:  January 14, 2020

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ David N. Schaaf
	David N. Schaaf
	Chief Accounting Officer

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csgs-ex991_7.htm

EXHIBIT 99.1

csg appoints Haiyan Song to its Board of Directors

GREENWOOD VILLAGE, CO, January 14, 2020 – CSG (NASDAQ: CSGS) today announced that Haiyan Song has joined its board of directors.  Ms. Song is a recognized industry leader with extensive experience across software development, security and product engineering.  Her appointment became effective on January 10, 2020.

“We are excited to welcome Haiyan to our board of directors.  Her extensive expertise across software, product engineering and development will be beneficial as we execute on our strategy,” said Don Reed, chairman of the board of directors, CSG.  “Haiyan’s experience in emerging industries will be complementary to our well-balanced board and will help us provide guidance to drive company growth and deliver long-term value to our customers, shareholders and employees.”

“The combination of CSG’s position as an industry leader and its embrace of innovative technologies places it in an optimal position to reimagine today’s disruptions into transformative opportunities for its customers,” said Song. “With its vast digital monetization and customer engagement solution portfolio, CSG is ripe to lead and accelerate how technology is implemented across so many industries. I feel very fortunate to join this board and am eager to help support the company’s growth and success in the future.”

About Haiyan Song

With nearly 30 years of technology engineering and product experience, Haiyan Song has a proven track record of accelerating business performance, while delivering highly profitable growth. Throughout her career, she has developed an exceptional reputation in areas including engineering, software development, security analytics, cloud computing and big data.

Ms. Song currently serves as senior vice president and general manager of security markets for Splunk Inc., where she is responsible for product management, sales, engineering and professional services.  Splunk is a publicly held company whose technology platforms are designed to investigate, monitor, analyze and act on data at any scale.

Prior to joining Splunk, Song held various business and engineering roles at Hewlett Packard Enterprise, SenSage, Inc. and Omniva Policy Systems. She serves on the board of directors for LLamasoft, a supply chain management software provider.  Among several notable achievements, the San Francisco Business Times recently honored her as one of the “Most Influential Women in Tech” this past year.

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About CSG

For more than 35 years, CSG has simplified the complexity of business, delivering innovative customer engagement solutions that help companies acquire, monetize, engage and retain customers. Operating across more than 120 countries worldwide, CSG manages billions of critical customer interactions annually, and its award-winning suite of software and services allow companies across dozens of industries to tackle their biggest business challenges and thrive in an ever-changing marketplace. CSG is the trusted partner for driving digital innovation for hundreds of leading global brands, including AT&T, Charter Communications, Comcast, DISH, Eastlink, Formula One, iflix, Maximus, MTN and Telstra. To learn more, visit our website at csgi.com and connect with us on LinkedIn, Twitter and Facebook.

Contacts:

Brad Jones

Public Relations

CSG

+1 (303) 200-3001

brad.jones@csgi.com

David Banks

Investor Relations

CSG

+1 (303) 200-3127

david.banks@csgi.com