CSG Systems International, Inc. (CSGS) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the CSG Systems International, Inc. Annual Meeting of Stockholders. [Operator Instructions] I would now like to turn the conference over to your speaker today, Mr. Don Reed. Please go ahead, sir.

Thank you. Good morning or good afternoon, depending on your time zone, and welcome to everyone who is participating online with us today. I am Don Reed, Chairman of the Board of Directors, and it is a pleasure to welcome you to the 2020 Annual Meeting of Stockholders of CSG Systems International Inc., which is being held virtually via the Internet. I will also serve as Chairman of this meeting. The purpose of today's meeting is to consider the following proposals: number one is to elect 4 Class II Directors; two is to approve on an advisory basis, the compensation of the company's named Executive Officers; three is to approve an amendment and restatement of the company's amended and restated 2005 Stock Incentive Plan; four is to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal 2020 and five is to transact any other business that has properly come before this meeting or any adjournment or postponement of this meeting. At this time, I would like to introduce our Board members in attendance via telephone. We have David Barnes, our Chairman of the Audit Committee; Ron Cooper, Chairman of the Compensation Committee; Marwan Fawaz, Chairman of our Nominating and Corporate Governance Committee; Bret Griess, our Chief Executive Officer; Dr. Rajan Naik, Janice Obuchowski, Frank Sica, Don Smith, Haiyan Song, Silvio Tavares and Jim Unruh; and our Executive Officers, Rollie Johns, Brian Shepherd and Ken Kennedy; as well as Greg Cannon, our Corporate Secretary; and Gemma Heckendorf, our Assistant Corporate Secretary; and Louis Larsen of Broadridge, who will serve as the inspector of voting. Also with us today are several members of the company's senior management team, including Liz Bauer, Senior Vice President, Investor Relations; and Christine Mellon, Senior Vice President and Chief Human Resources Officer. Also joining the meeting, via telephone is -- are Drew Blossom and Marc Eschenbach from KPMG LLP, the company's independent registered public accounting firm. After we have formally opened the meeting, we will consider the items on the agenda in the order I have outlined. During the meeting, stockholders participating online are welcome to submit questions through the virtual meeting platform by typing your question into the ask-a-question field and clicking submit. Questions pertinent to meeting matters will be answered following the portion of the meeting subject to time constraints. Any questions pertinent to the meeting matters that cannot be answered due to time constraints will be posted online and answered on CSG's website under the Investor Relations section. We will now proceed with the business of the day. At this time, I would like to turn the meeting over to Mr. Cannon, who will conduct the formal part of the annual meeting.

Thank you, Mr. Reed. Ladies and gentlemen, on behalf of the Board of Directors and management of the company, I want to welcome each of you to the 2020 Annual Meeting of stockholders of CSG Systems International, Inc. Today's meeting is a virtual meeting and is being conducted through a live webcast. This allows stockholders to participate in today's meeting regardless of physical location. You should be able to see on your screen, in the virtual meeting portal, a text box where you may submit questions, which you may do at any time prior to the end of the meeting. In addition, stockholders can vote their shares online at the appropriate time. The time and place of this meeting has been fixed by resolutions adopted by the Board of Directors on February 18, 2020. The stockholders of record as of the close of business on March 26, 2020, are entitled to vote at this meeting in accordance with those resolutions. Each share of capital stock held of record on that date is entitled to 1 vote. Louis Larsen, a representative of Broadridge, has been appointed to act as the inspector of voting to examine proxies. He has signed an oath of office as inspector of voting for this meeting, which will be filed with the records of this meeting. The polls will open when the first matter is called to a vote and will remain open until I announce that the polls are closed. You may vote your shares during the meeting online through the virtual meeting platform. You will need the 16 digit control number included on your proxy card or voting instruction form, if you previously voted, that will not limit your right to vote online during the meeting through the virtual meeting platform and your online vote will supersede the vote you submitted previously. No online votes [Audio Gap] or changes to online votes, ballots or proxies will be accepted after the polls are closed. We will announce the voting results on each matter following the tabulation of the voting. I have received an Affidavit from Broadridge Financial Solutions, Inc. certifying the due and proper mailing to each stockholder entitled thereto of the notice of meeting, proxy statement and form of proxy. Copies of the notice of meeting, proxy statement and form of proxy, together with an affidavit as to the mailing thereof has been incorporated in the minute book of the company and are available for inspection by any stockholder. A certified list showing all persons who are stockholders of the company as of the close of business on March 26, 2020, is available online for inspection. At this time, I'd like to ask Lou Larson, the inspector of elections, to state the number of shares present at this meeting.

The inspector of voting has canvassed the number of shares of common stock represented in person or proxy. I report that the company had outstanding 33,083,550 shares of common stock on March 26, 2020, and that 30,153,249 shares of the stock are represented by holders represented by proxy, representing 91.14% of the outstanding shares entitled to vote at this meeting.

Thank you. On the basis of the report of the inspector of voting, a quorum is present. I will now review the proposals. Each of the proposals will be presented and discussed in the order set forth in the proxy statement. It is 08:07 a.m. Central Time and the polls are now open for voting and will remain open until I announce that the polls are closed. The first item on the agenda today is the election of 4 Class II Directors of the company to serve for a term of 3 years or until their respective successors are duly elected and qualified. The Board of Director nominees for the 4 Class II directors are: David G. Barnes, Marwan H. Fawaz, Dr. Rajan Naik and Haiyan Song. Each of these individuals are to serve until the Annual Meeting to be held in 2023 or until their successor is duly elected and qualified. The next item on the agenda is the consideration of, as an advisory vote, the company's executive compensation for our named Executive Officers. The next item on the agenda is the consideration of an amendment and restatement of the CSG Systems International, Inc. amended and restated 2005 Stock Incentive Plan. The last item on the agenda is the ratification of KPMG LLP as the company's independent auditor for fiscal 2020. Because no stockholder proposals for consideration at the Annual Meeting were received, there are no other items to be considered at the Annual Meeting. If you have already sent or given a written proxy or you have voted over the telephone or Internet, you do not need to vote at this time unless you wish to revoke your written proxy or prior vote. If you have not previously voted by proxy or if you wish to change your vote, you may cast your vote using the link entitled vote-now, on the right-hand side of your screen. We'll pause here for 30 seconds to allow the shareholders to submit their votes online. [Voting]

Thank you. It is now 08:09 a.m. Central Time, and I declare the polls are now closed. Will the inspector of voting, please report the results of the vote?

Based on the preliminary tabulation of votes, all the nominees for election as Class II Directors of the company have been duly elected. The compensation of the company's named Executive Officers has been approved on an advisory basis. The amendment and restatement of the CSG Systems International, Inc. amended and restated Stock -- 2005 Stock Incentive Plan has been approved and the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal 2020 has been ratified.

Thank you. The final report of the inspector of voting will be filed with the minutes of this meeting. I will file with the records of the company, the list of stockholders and the ballots cast at this meeting and the proxies presented at this meeting. Within 4 business days, the company will file a Form 8-K with the SEC disclosing the specific voting results of the matters voted on at this meeting. As there are no other matters that have properly come before this meeting for consideration, this concludes the formal business of this meeting, and the formal part of this meeting is now adjourned. At this time, I will turn the meeting back over to Mr. Reed to continue with the agenda.

Thanks, Greg. We will now take questions from stockholders related to Annual Meeting matters. Please submit your questions through the virtual meeting portal. Are there any questions from stockholders related to matters properly brought before this meeting?

There are no questions from stockholders brought before the meeting at this time. Therefore, I will turn the meeting back over to Mr. Reed.

Thank you. That concludes our question-and-answer session. I want to thank you very much for joining us today. We are grateful for your interest and continued support of CSG.

Thank you. That does conclude today's conference call. You may now disconnect.