CSGS » Topics » Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

This excerpt taken from the CSGS 8-K filed Jul 6, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

James A. Unruh:

 

On June 29, 2005, CSG elected James A. Unruh as a new member of the CSG Board of Directors. 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 class having a three-year term. Mr. Unruh will be a member of the Class III directors, with a term of office to continue until the annual meeting of stockholders of CSG to be held in 2006. Mr. Unruh will also serve on the Compensation Committee.

 

Mr. Unruh 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.

 

Neal C. Hansen:

 

On June 29, Neal C. Hansen, Chairman of the Board (“Chairman”) of CSG, resigned from the CSG Board of Directors, effective at the close of business on June 30, 2005. Mr. Hansen’s Board term was set to expire in 2006. In addition, in accordance with the Sixth Amendment to Employment Agreement with Neal C. Hansen, dated March 8, 2005, on June 30, 2005, Mr. Hansen resigned as Chairman of CSG, effective at the close of business on June 30, 2005.

 

A copy of CSG’s press release announcing Mr. Unruh’s election and Mr. Hansen’s resignation, dated July 6, 2005, is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

 

This excerpt taken from the CSGS 8-K filed Jun 13, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(b) As explained in Item 1.01 above, on June 7, 2005, Mr. Hansen and CSG entered into the Seventh Amendment. The text set forth in Item 1.01 regarding the Seventh Amendment is incorporated into this section by reference.

 

This excerpt taken from the CSGS 8-K filed Jun 8, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On June 6, 2005, CSG entered into an employment agreement with Robert M. Scott. The text set forth in Item 1.01 regarding the employment agreement is incorporated into this section by reference.


This excerpt taken from the CSGS 8-K filed Jun 6, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On June 1, 2005, CSG entered into an employment agreement with Alan Michels. The text set forth in Item 1.01 regarding the employment agreement is incorporated into this section by reference.


This excerpt taken from the CSGS 8-K filed Jun 1, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On May 26, 2005, CSG elected Don Reed as a new member of CSG’s Board of Directors. 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 class having a three-year term. Mr. Reed will be a member of the Class I directors, with a term of office to continue until the annual meeting of stockholders of CSG to be held in 2007. Mr. Reed will also serve on the Audit Committee and the Nominating and Corporate Governance Committee.

 

Mr. Reed 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.

 

In addition, effective May 31, 2005, George F. Haddix stepped down as a member of the CSG Board of Directors. Dr. Haddix had served on the Audit Committee and the Nominating and Corporate Governance Committee. Dr. Haddix’s Board term was set to expire in 2006.

 

A copy of CSG’s press release announcing Mr. Reed’s election and Dr. Haddix’s resignation, dated May 31, 2005, is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

 

This excerpt taken from the CSGS 8-K filed Apr 14, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

The text set forth in Item 1.01 regarding the changes to executive management and the amendments to the employment agreements is incorporated into this section by reference.

 

This excerpt taken from the CSGS 8-K filed Mar 10, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On March 6, 2005, the Board of Directors of CSG made certain changes to CSG’s executive management team and Board of Directors. The text set form in Item 1.01 regarding these changes is incorporated into this section by reference.

 

In conjunction with these changes, CSG entered into amendments to Mr. Hansen’s and Mr. Nafus’ employment agreements. The text set forth in Item 1.01 regarding the amendments to the employment agreements is incorporated into this section by reference.

 

Mr. Nafus 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.

 

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