CSG Systems International Inc.

01/30/2026 | Press release | Distributed by Public on 01/30/2026 13:49

Proxy Results (Form 8-K)

Item 5.07

Submission of Matters to a Vote of Security Holders.

On January 30, 2026, CSG Systems International, Inc., a Delaware corporation ("CSG"), held a special meeting of stockholders (the "CSG Special Meeting") at which holders of CSG's common stock, par value $0.01 per share ("CSG Common Stock"), voted on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission on December 16, 2025 relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of October 29, 2025 (as amended or modified from time to time, the "Merger Agreement"), by and among CSG, NEC Corporation, a company incorporated under the laws of Japan ("Parent"), and Canvas Transaction Company, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent ("Merger Sub"). Of the 28,520,509 shares of CSG Common Stock issued and outstanding and entitled to vote at the close of business on December 10, 2025, the record date for the CSG Special Meeting, 23,588,332 shares were present in person or represented by proxy at the CSG Special Meeting, which constituted a quorum. The voting results were as follows:

1. The proposal to adopt the Merger Agreement (the "Merger Proposal"), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into CSG, the separate corporate existence of Merger Sub will cease, and CSG will survive the merger as a wholly owned subsidiary of Parent (the "Merger"):

Votes For

Votes Against

Abstentions

Broker Non-Votes

23,519,178

5,392 63,762 0

2. The proposal to approve, on a non-binding,advisory basis, the compensation that may be paid or become payable to the named executive officers of CSG in connection with the consummation of the Merger:

Votes For

Votes Against

Abstentions

Broker Non-Votes

16,182,120

7,313,459 92,753 0

3. In connection with the CSG Special Meeting, the board of directors of CSG also solicited proxies with respect to the proposal to adjourn the CSG Special Meeting from time to time, as determined in accordance with the Merger Agreement by the board of directors of CSG, including for the purpose of soliciting additional votes for the approval of the Merger Proposal if there were insufficient votes at the time of the CSG Special Meeting to approve the Merger Proposal (the "Adjournment Proposal"). The Adjournment Proposal was not submitted to CSG stockholders for approval at the CSG Special Meeting because a quorum of stockholders entitled to vote at the CSG Special Meeting was present or represented by proxy and the CSG stockholders approved the Merger Proposal.

Assuming timely satisfaction of the remaining customary closing conditions set forth in the Merger Agreement, including the receipt of required regulatory approvals, the closing of the Merger is expected to occur within the 2026 calendar year.

CSG Systems International Inc. published this content on January 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 30, 2026 at 19:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]