CSG Systems International Extraordinary General Meeting: Shareholders Back Key Proposals, Merger Actions

Coeptis Therapeutics Holdings Incorporated held its Annual and Special Meeting of Stockholders virtually, with Chief Executive Officer and Chairman Michael Mehalick presiding. The company noted the meeting was being recorded and outlined rules of conduct for participants using the webcast portal, including limitations on recording and a request that stockholders submit no more than one question.

Mehalick introduced members of management and the board in attendance, including Vice President of Operations and director Dan Yerace, as well as other company representatives. Vice President of Compliance and Secretary Christine Sheehy reported that notice of the meeting had been given and that a quorum was present. The company also identified an independent inspector of election, who signed an oath to perform his duties impartially and to count and examine all votes.

Voting process and conditional proposals

The company opened the polls during the meeting and instructed stockholders who had not already voted by proxy to submit votes through the virtual portal before the polls closed. Management stated that proposals one through five were conditioned on each other, meaning approval of each was required in order for any of them to be approved. The board of directors provided a unanimous recommendation in favor of each of the proposals presented, and management indicated the adjournment proposal would not be needed based on expected vote outcomes.

Key items put to a vote

Stockholders were asked to vote on nine proposals, with the company directing participants to the proxy statement for detailed background information.

• Proposal 1: Merger-related share issuance. Stockholders voted on approval of the issuance of shares in connection with a merger contemplated by an Agreement and Plan of Merger dated April 25, 2020. The transaction referenced a merger between the company, a merger subsidiary, and Z Squared Inc. The company said background was described in the proxy statement on pages 94 through 98.
• Proposal 2: Spin-out of biopharmaceutical operations. Stockholders voted on a proposal to contribute the company’s biopharmaceutical operations (described as the operations of “Gear Therapeutics, Inc.” in the meeting remarks) to a newly formed spin-out subsidiary in exchange for all outstanding shares, and then issue a pro-rata dividend of all outstanding shares of common stock. The company referenced proxy statement pages 99 through 108.
• Proposal 3: Certificate of Incorporation amendment and name change. Stockholders voted on an amendment to the company’s amended and restated certificate of incorporation to change the company’s legal name from Coeptis Therapeutics Holdings, Inc. to Z Squared Inc. The company cited page 115 of the proxy statement.
• Proposal 4: 2025 incentive compensation plan. Stockholders voted on approval of the company’s 2025 incentive compensation plan, described as being set at a percentage of the number of shares of common stock issued and outstanding from time to time. The company pointed to proxy statement materials beginning on page 116.
• Proposal 5: Board of directors proposal. Stockholders voted on the election (or approval) of directors, effective simultaneous with the closing of the merger until the next annual meeting and until successors are duly elected and qualified. The company said additional detail, including director compensation and corporate governance information, was included in the proxy statement.

Additional corporate matters

In addition to the merger, governance, and compensation plan items, stockholders voted on three additional proposals and one contingency proposal.

• Proposal 6: Option exchange proposal. Stockholders voted on a one-time option exchange involving the company’s outstanding “underwater” options. The company said the event would reset exercise prices based on the fair market value immediately preceding the date of the option exchange and start a new tenure period, or replace existing options with other awards under the one-time event. Details were referenced as beginning on page 123 of the proxy statement.
• Proposal 7: Auditor ratification. Stockholders voted on ratification of the appointment of the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The company referenced “Astra Audit” and indicated details were included beginning on page 124 of the proxy statement.
• Proposal 8: Say-on-pay advisory vote. Stockholders voted on a non-binding advisory proposal to approve executive compensation for the named executive officers, as required by Section 14A. The company referenced proxy statement disclosures beginning on page 126.
• Proposal 9: Adjournment proposal. Stockholders were also asked to approve adjournment of the meeting to a later date, if needed, to solicit additional proxies in the event of insufficient votes. Management indicated earlier in the meeting that this proposal was not expected to be necessary.

Preliminary results and next steps

After opening the floor for stockholder questions, the company said it had not received any questions related to the proposals. Mehalick thanked stockholders for attending and supporting the company. The inspector of election then reported that each of the proposals presented had been preliminarily approved, including proposals one through eight, and that the adjournment contemplated by proposal nine would not be necessary.

The company stated that final voting results would be disclosed in a current report on Form 8-K within four business days of the meeting. Mehalick then adjourned the meeting and directed any follow-up questions to himself or to Dan Yerace.

About CSG Systems International (NASDAQ:CSGS)

CSG Systems International (NASDAQ: CSGS) is a global provider of business support systems and digital monetization solutions designed for communications and media service providers. Headquartered in Englewood, Colorado, the company delivers a suite of subscription billing, customer care, revenue management and digital commerce offerings that enable operators to launch, manage and monetize connectivity, entertainment and IoT services. CSG’s software platforms are built to support high-volume transaction processing, real-time rating and modern customer engagement capabilities.

Since its incorporation in 1982, CSG has expanded its footprint across North America, Latin America, Europe, the Middle East, Africa and the Asia-Pacific region.