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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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CSG Systems International, Inc.
9555 Maroon Circle
Englewood, Colorado 80112

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2012

        The annual meeting of stockholders of CSG Systems International, Inc. (the "Company") will be held at the office of CSG Systems, Inc., 2525 North 117th Avenue, Omaha, Nebraska, on Thursday, May 24, 2012, at 8:00 a.m., for the following purposes:

1.

To elect three Class III Directors.



2.

To hold an advisory vote to approve the Company's executive compensation.



3.

To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2012.



4.

To transact such other business as properly may come before the meeting or any adjournments thereof.

        The Board of Directors fixed the close of business on March 30, 2012, as the record date for determining the stockholders of the Company who are entitled to notice of and to vote at the meeting and any adjournment thereof.

        All stockholders are cordially invited to attend the meeting.

April 12, 2012

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IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING
TO BE HELD ON MAY 24, 2012

The proxy statement and the Company's Annual Report on Form 10-K are available at www.edocumentview.com/csgs.

        ALL STOCKHOLDERS ARE WELCOME TO ATTEND THE ANNUAL MEETING. HOWEVER, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ACCOMPANYING ENVELOPE IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE IS REQUIRED IF THE ACCOMPANYING ENVELOPE IS MAILED IN THE UNITED STATES.

        YOU ALSO MAY FILE YOUR PROXY BY TELEPHONE OR THE INTERNET IN ACCORDANCE WITH THE INSTRUCTIONS ACCOMPANYING THE PROXY.

        IF YOU ATTEND THE MEETING AND ARE A STOCKHOLDER OF RECORD, YOU MAY VOTE IN PERSON. IF YOU WISH TO ATTEND AND VOTE AT THE MEETING AND YOUR SHARES ARE HELD IN "STREET NAME," YOU WILL NEED TO OBTAIN A PROXY FROM THE INSTITUTION THAT HOLDS YOUR SHARES AND SHOULD ADVISE SUCH INSTITUTION NOT TO VOTE YOUR SHARES. A PROXY WHICH YOU GIVE WILL NOT BE USED IF YOU ATTEND THE MEETING IN PERSON AND SO REQUEST.

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CSG Systems International, Inc.
9555 Maroon Circle
Englewood, Colorado 80112

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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 24, 2012

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE 2012 ANNUAL MEETING

Q:    Why am I receiving these materials?

A:

The Board of Directors (the "Board") of CSG Systems International, Inc. ("we," "us," "our" or the "Company") has delivered printed proxy materials to you, on or about April 16, 2012, in connection with the solicitation of proxies for use at our 2012 Annual Meeting of Stockholders (the "Annual Meeting"), or at any adjournments of the Annual Meeting. The Annual Meeting will take place at CSG Systems, Inc., 2525 North 117th Avenue, Omaha, Nebraska, on Thursday, May 24, 2012, at 8:00 a.m. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement.

Q:    What information is contained in this proxy statement?

A:

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and named executive officers, corporate governance and information on our Board, and certain other required information.

Q:    How do I get electronic access to the proxy materials?

A:

You may view our proxy materials at www.edocumentview.com/csgs.

Q:    What items of business will be voted on at the Annual Meeting?

A:

The items of business scheduled to be voted on at the Annual Meeting are:

•

Proposal 1—The election of three Class III Directors.

•

Proposal 2—To hold an advisory vote to approve the Company's executive compensation.

•

Proposal 3—The ratification of KPMG LLP as our independent registered public accounting firm for fiscal 2012.

        We will also consider any other business that properly comes before the Annual Meeting.

Q:    How does the Board recommend that I vote?

A:

Our Board recommends that you vote your shares:

Proposal 1—"FOR" each of the nominees to the Board.

Proposal 2—"FOR" the approval, on an advisory basis, of the compensation of our named executive officers, which we refer to as our NEOs.

Proposal 3—"FOR" the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2012.

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Q:    What shares can I vote?

A:

You can vote all shares that you own or hold a valid proxy for as of the record date. The Board fixed the close of business on March 30, 2012, as the record date for determining the stockholders of the Company who are entitled to notice of and to vote at the Annual Meeting. At the close of business on the record date, there were outstanding and entitled to vote at the Annual Meeting 34,127,496 shares of common stock of the Company, par value $.01 per share ("common stock").

Q:    How many votes am I entitled to per share?

A:

Each holder of shares of common stock is entitled to one vote for each share of common stock held as of the record date.

Q:    Can I attend the Annual Meeting?

A:

You are entitled to attend the Annual Meeting only if you were a stockholder of the Company as of the record date or you hold a valid proxy for the Annual Meeting; however, you are not required to attend in order to vote your shares.

Q:    How can I vote my shares in person at the Annual Meeting?

A:

Shares held in your name as the stockholder of record may be voted by you in person at the Annual Meeting. Shares held beneficially in street name may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

Q:    How can I vote my shares without attending the Annual Meeting?

A:

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a stockholder of record, you may vote by proxy. All shareholders can vote by proxy over the Internet by following the instructions provided. You can also vote by mail or telephone pursuant to instructions provided on the proxy card or, if you hold shares beneficially in street name, by instructions provided by your broker, bank, trustee or nominee.

Q:    May I change my vote?

A:

You may change your vote at any time prior to the taking of the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by (1) delivering a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above, (2) providing a written notice of revocation to our Secretary, prior to the vote, or (3) attending the Annual Meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Q:    How many shares must be present or represented to conduct business at the Annual Meeting?

A:

The quorum requirement for holding the Annual Meeting and transacting business is that a majority of the issued and outstanding shares of common stock of the Company entitled to vote

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must be present in person or represented by proxy. Both abstentions and broker non-votes (described below) are counted for the purpose of determining the presence of a quorum.

Q:    What is the voting requirement to approve each of the proposals?

A:

In the election of directors, Proposal 1, the three persons receiving the highest number of affirmative "FOR" votes at the Annual Meeting will be elected. The affirmative "FOR" vote of a majority of the votes cast on Proposals 2 and 3 is required for approval of each proposal.

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute "broker non-votes." Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. Brokers will not be permitted to vote without instructions on any Proposals this year except for the ratification of the appointment of KPMG LLP. In tabulating the voting results for Proposals 1 and 2, shares that constitute broker non-votes are not considered votes cast on that proposal. Thus, broker non-votes will not affect the outcome of Proposals 1 and 2, assuming that a quorum is obtained. Abstentions are considered votes cast and thus have the same effect as votes against the matter.

Q:    How are votes counted?

A:

Votes cast in person or by proxy at the Annual Meeting will be tabulated by the inspector appointed for the Annual Meeting. In the election of directors, you may vote "FOR" all or some of the nominees or your vote may be "WITHHELD" with respect to one or more of the nominees. If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If no instructions are indicated, the shares will be voted as recommended by the Board.

Q:    Is cumulative voting permitted for the election of directors?

A:

No. You may not cumulate your votes for the election of directors.

Q:    What happens if additional matters are presented at the Annual Meeting?

A:

Other than the three items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Peter E. Kalan and Joseph T. Ruble, and each or either of them, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any reason any nominee is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

Q:    Who will bear the cost of soliciting votes for the Annual Meeting?

A:

We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. In addition to the solicitations by mail, the solicitation of proxies or votes may be made by our directors, officers and regular employees, without additional remuneration, and their appointed agents, in person, by telephone or by electronic communication. We will request banks, brokers, and other fiduciaries to forward proxy materials to the owners of stock held in their names and will reimburse such banks, brokers, and other fiduciaries for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

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Q:    Where can I find the voting results of the Annual Meeting?

A:

We intend to announce voting results on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") no later than four business days after the Annual Meeting.

Q:    What is the deadline to propose actions for consideration at next year's Annual Meeting of stockholders or to nominate individuals to serve as directors?

A:

Under our bylaws, a stockholder who wishes to bring any business before the 2013 Annual Meeting of Stockholders of the Company must give advance written notice to us of such business and of any proposal which such stockholder wishes to have included in our proxy statement and on the proxy card for such annual meeting. The notice must be sent to our Secretary at our principal executive office, be received no later than December 7, 2012, and contain certain information required by our bylaws. Such advance notice requirement applies to all matters even if a stockholder does not seek to include in our proxy statement a proposal with respect to a particular matter. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

Our bylaws also provide that stockholder nominations of persons for election to the Board are subject to certain advance notice and informational requirements. Copies of our bylaws are available to stockholders upon request made to our Secretary at the address set forth on the first page of this proxy statement.

The bylaw requirements referred to above do not supersede the conditions and requirements established by the SEC for stockholder proposals to be included in our proxy materials for a meeting of stockholders, and in that regard stockholders also must comply with the applicable requirements of Rule 14a-8 under the Securities Exchange Act of 1934.

Q:    I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A:

We have adopted a procedure called "householding," which is permitted by the SEC. Under this procedure, we deliver a single copy of the proxy materials and the Form 10-K to stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs and fees. Upon written or oral request, we will deliver promptly a separate copy of the proxy materials and the Form 10-K to any stockholder at a shared address to which we delivered a single copy of any of these documents. To request a separate delivery of such documents now or in the future, a stockholder may submit a written request to our Investor Relations Department at the following address:

        CSG Systems International, Inc.
9555 Maroon Circle
Englewood, Colorado 80112
Attn: Investor Relations Department

You may also submit an oral request to such department at (303) 200-2000. Stockholders sharing an address who currently receive multiple copies of the proxy statements or Forms 10-K and who would rather receive only a single copy of any of such documents may request such delivery change by writing or calling our Investor Relations Department in the manner described above.

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CORPORATE GOVERNANCE AND BOARD OF DIRECTOR MATTERS

        The Board has determined that Messrs. Cooper, Hughes, Nafus, Reed, Reznicek, Sica, Smith and Unruh and Ms. Obuchowski, who are non-employee directors of the Company, are "independent directors" as defined in the applicable rule of The Nasdaq Stock Market, Inc. ("NASDAQ").

        The Board has established a process for stockholders of the Company to send communications to the Board or to a specified individual member of the Board. Such communications should be in writing and sent to the Board or such individual director in care of the Secretary of the Company at the address shown on the first page of this proxy statement. Depending upon the subject matter of the communication, the Secretary of the Company will (1) forward the communication to all of the members of the Board or to the individual member of the Board to whom the communication is addressed, (2) forward a communication relating to accounting, internal accounting controls or auditing matters to the chair of the Audit Committee of the Board, (3) attempt to respond directly to an inquiry or request involving publicly available information about the Company or its stock or (4) not forward the communication if it is primarily commercial in nature or relates to an improper or irrelevant topic. The Secretary of the Company will maintain a log of all communications addressed to the Board or an individual member of the Board which are not forwarded in accordance with this policy. Directors of the Company may review such log at any time and request copies of any of such communications.

        Historically, very few stockholders of the Company have attended the Company's annual meetings of stockholders; almost all stockholders who vote do so by proxy. Accordingly, the Company's policy is that employee directors of the Company are expected to attend annual meetings of stockholders of the Company if their schedules permit and that non-employee members of the Board are not expected to attend annual meetings of stockholders but may if they so desire. All ten directors attended the 2011 Annual Meeting of the Company's stockholders. The Board has scheduled the 2012 Annual Meeting to coincide with a regular quarterly meeting of the Board so that all Board members present at such meeting of the Board also can attend the Annual Meeting.

        During 2011, the Board held four meetings, and all directors of the Company attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served.

Audit Committee

        The Board has established a separately-designated standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, which is presently composed of Ms. Obuchowski, Mr. Reed and Mr. Reznicek (Chair). The Audit Committee's primary purposes, as set forth in its charter, are to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company and provide oversight of our risk and compliance management programs. The Audit Committee Charter is available on the Company's web site under Investor Relations, Corporate Governance, at http://www.csgi.com. Information on the Company's web site is not incorporated by reference in this proxy statement. As required by the Audit Committee Charter, all of the members of the Audit Committee are "independent directors" as defined in the applicable NASDAQ marketplace rule and also satisfy the other requirements of the NASDAQ marketplace rules applicable to audit committee members. The Board has determined that Messrs. Reed and Reznicek are "audit committee financial experts" as defined by applicable rules. The Audit Committee held four meetings during 2011.

        Moreover, the Audit Committee maintains oversight of the Company's risk management program as determined by the Board. To manage the Company's risk management program, the Company established a Business Risk Committee comprised of the Company's named executive officers (see Compensation Discussion and Analysis beginning on page 20) chaired by the Chief Financial Officer and coordinated by the Company's Internal Audit department. The Company's Internal Audit department has direct reporting responsibility to the Audit Committee. A quarterly report is presented to the Audit

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Committee by the Internal Audit department summarizing the material existing and emerging business risks for the Audit Committee's oversight. We also maintain a formal risk assessment and risk mitigation program that is administered by our Chief Financial Officer. This program is reviewed periodically throughout the year by the executive officers of the Company, in conjunction with members of the Internal Audit department. This process is intended to: (1) identify those risks within the Company that are most likely to affect its business, (2) assign an executive responsible for monitoring and mitigating those risks, and (3) provide a formal mechanism for the assigned responsible executive officer to report back periodically on the adequacy and effect of mitigation efforts. We share the results of this process with the Audit Committee and the Board at each regularly scheduled meeting. In addition, the Company's Chief Compliance Officer reports to the Audit Committee on an annual basis and is authorized to personally communicate with the Audit Committee on all matters relating to the Company's compliance program.

Compensation Committee

        The Board has a standing Compensation Committee, which in 2011 and presently is composed of Messrs. Cooper, Hughes, Sica (Chair), Smith and Unruh. The Compensation Committee Charter provides, among other things, that the Committee is to review and recommend to the Board the Company's senior management compensation and benefits policies generally, evaluate the performance of the Company's executive officers, and review and recommend to the Board or, when applicable, take independent actions with respect to the compensation of the Company's executive officers. The Compensation Committee also is responsible for the administration of and the granting of equity awards under our equity plans and for the administration of the Company's Performance Bonus Program for the Company's executive officers. The Compensation Committee Charter is available on the Company's web site under Investor Relations, Corporate Governance, at http://www.csgi.com. Information on the Company's web site is not incorporated by reference in this proxy statement. As required by the Compensation Committee Charter, all of the members of the Committee are "independent directors" as defined in the applicable NASDAQ rule and also are "outside directors" for purposes of Section 162(m) of the Internal Revenue Code of 1986. The Compensation Committee held four meetings during 2011.

        The Compensation Committee meets at least quarterly. To fulfill its responsibilities of reviewing and establishing or recommending to the Board the compensation of the Company's executive officers, the Compensation Committee uses the services of an independent compensation consulting firm selected by the Committee, consults with the Company's Chief Executive Officer and Senior Vice President of Human Resources and draws upon the extensive business experience of the Committee's members. The Compensation Committee directs the independent compensation consulting firm to provide to the Committee a comprehensive formal assessment of the competitiveness of the Company's executive officer compensation program, including a comparison of the principal components of the Company's executive officer compensation programs (base salaries, performance bonuses and equity awards) with those of a peer group of other publicly owned companies; and the Compensation Committee considers such assessment and other data provided by the consultant in arriving at the Committee's decisions or recommendations to the Board with respect to base salaries and performance bonuses for the Company's executive officers. The Compensation Committee also considers the information provided by the Committee's independent compensation consultant in determining equity awards to be made by the Committee to the executive officers of the Company and the terms of such awards. Additional information with respect to the matters discussed in this paragraph appears in the Compensation Discussion and Analysis later in this proxy statement. The Committee is also responsible for ongoing oversight and evaluation of our compensation policies and practices for our employees generally as they relate to risk management of the Company.

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        In making equity awards to non-employee directors of the Company, the Compensation Committee considers relevant information provided by the independent compensation consultant and the recommendations of the Nominating and Corporate Governance Committee and the Board with respect to such awards.

        While the Board makes the final decisions with respect to the base salaries of the executive officers of the Company, the Compensation Committee makes specific recommendations to the Board with respect to such salaries and, in arriving at those recommendations, also considers the recommendations of the Company's Chief Executive Officer as to the base salaries of executive officers other than himself.

Risks Related to Compensation Policies and Practices for All Employees

        The Compensation Committee does not believe that any risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. A number of the factors considered by the Committee in the development of its executive compensation recommendations have the effect of mitigating risk. Additionally, executive officers and certain members of senior management regularly review our compensation policies and practices for our employees, including the elements of our compensation programs, to determine whether any elements or program design encourage excessive risk taking. The Board and senior management take into account the following factors that reduce the likelihood of excessive risk-taking:

•

Our compensation program consists of a balance of multiple elements including base salary, annual cash incentive programs and, for some employees, long-term incentive awards that are earned over a number of years.



•

The structure of our annual cash incentives for senior executives includes multiple performance measures that are objective and quantifiable and our sales commission structure includes processes to mitigate risk to the Company.



•

A significant portion of our executive officers pay is tied to long-term equity awards based on the achievement of pre-determined levels relating to a specified stock price measure and adjusted earnings per share, both measures we believe link the long-term interests of our executives with those of our stockholders.



•

Our executive officers are also subject to stock ownership guidelines and compliance with our insider trading policy.



•

We have effective management processes including a formal risk assessment process and strong internal controls.



•

Our Board and Audit Committee maintain regular oversight of our risk management program.

Compensation Committee Interlocks and Insider Participation

        No member of the Compensation Committee was an officer or employee of the Company at any time during 2011 or on the date of this proxy statement. In 2011, no member of the Compensation Committee had any relationship or transaction with the Company that would require disclosure as a "related person transaction" under Item 404 of SEC Regulation S-K. During 2011, none of our executive officers served on the board of directors or compensation committee of any other entity whose executive officer(s) served as a member of our Board or Compensation Committee.

Nominating and Corporate Governance Committee

        The Board has a standing Nominating and Corporate Governance Committee, presently composed of Mr. Cooper (Chair), Mr. Hughes, Ms. Obuchowski and Mr. Smith. The Nominating and Corporate

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Governance Committee Charter provides, among other things, that the Committee is to identify individuals qualified to become Board members, recommend to the Board nominees for election as directors, recommend directors for appointment to Board committees, evaluate the Board's performance, review and recommend to the Board the compensation of the Company's directors and develop and recommend to the Board the Company's Corporate Governance Guidelines and Code of Conduct. The Nominating and Corporate Governance Committee Charter is available on the Company's web site under Investor Relations, Corporate Governance, at http://www.csgi.com. Information on the Company's web site is not incorporated by reference in this proxy statement. The Nominating and Corporate Governance Committee Charter additionally requires that a majority of the members of the Committee be "independent directors" as defined in the applicable NASDAQ rule. Currently, all Committee members are independent. The Nominating and Corporate Governance Committee held four meetings during 2011.

        In recommending to the Board nominees for election as directors, the Nominating and Corporate Governance Committee reviews the present composition of the Board to determine the qualities, skills and areas of expertise (including but not limited to financial and accounting expertise) needed to enable the Board and its committees to properly discharge their responsibilities. The Nominating and Corporate Governance Committee historically has relied upon recommendations from its members and other members of the Board and from the Company's Chief Executive Officer with respect to potential candidates for service on the Board. The Nominating and Corporate Governance Committee considers it necessary for the Board to have at least one of its independent members qualify as an "audit committee financial expert" and takes that requirement into account in making its recommendations to the Board. While the Nominating and Corporate Governance Committee has not established other specific minimum requirements for service on the Board, when assessing and determining a candidate's qualifications, the Committee considers among other things the number and type of other boards on which the candidate serves; other business and professional commitments of the candidate and potential conflicts of interest; the ability and willingness of a candidate to devote the required amount of time to the candidate's responsibilities as a Board member and as a member of one or more committees of the Board; the age, background, reputation, independence, experience, skills and judgment of the candidate; and the diversity of the Board's membership. Directors, while relying on the honesty and integrity of the Company's senior management and its outside advisors and auditors, are expected to exercise their best business judgment when acting on behalf of the Company and its stockholders and to adhere to the applicable provisions of the Company's Code of Conduct.

        The Nominating and Corporate Governance Committee Charter expressly includes diversity as a consideration, and as mentioned above, our Nominating and Corporate Governance Committee considers diversity when nominating Board members. We interpret the term "diversity" in its broadest sense and believe that it encompasses many attributes, including age, background, experience, skills, substantive expertise, gender, ethnicity, geography and education. Our Board is particularly interested in maintaining a collective group of individuals with experience in the following areas:

•

active or retired executive officers of public and private companies;



•

operations, finance, accounting, marketing, human resources and sales;



•

international business;



•

membership on boards of directors of publicly traded companies;



•

communication service provider and related industries; and



•

technology industry.

Our Board members also should display the personal attributes necessary to be an effective director: integrity, sound judgment, independence, ability to operate collaboratively, and a fiduciary commitment

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to the Company and our stockholders. We consider the members of our Board to have a diverse set of business and personal experiences, backgrounds and expertise, and they all share the personal attributes described above. In considering candidates for the Board, the Nominating and Corporate Governance Committee considers the entirety of each candidate's credentials in the context of these standards. The Nominating and Corporate Governance Committee will consider qualified nominees for election as directors recommended by the Company's stockholders. A stockholder who wishes to recommend a nominee for consideration by the Nominating and Corporate Governance Committee should submit the recommendation in writing to the Secretary of the Company at the address shown on the first page of this proxy statement, indicating the proposed nominee's qualifications and other relevant biographical information and providing written confirmation of the proposed nominee's consent to serve as a director if nominated and elected. The Secretary of the Company will forward legitimate recommendations from stockholders to the chair of the Nominating and Corporate Governance Committee for further review and consideration. The bylaws of the Company provide that stockholder nominations of persons for election to the Board (as distinguished from recommendations to the Nominating and Corporate Governance Committee) are subject to certain advance notice and informational requirements; stockholders may obtain a copy of the relevant bylaw provisions from the Secretary of the Company at the address shown on the first page of this proxy statement.

Board Leadership Structure

        We believe that no one structure is suitable for all companies and recognize that different board leadership structures may be appropriate for companies in different situations and may change from time to time. From inception until June 2005, our Board operated with our Chief Executive Officer and co-founder serving as our Chairman of the Board. In 2005, the Board reevaluated its leadership structure and determined that it would be preferable for one of the independent directors to serve as Chairman of the Board, and Mr. Reznicek was elected as the non-executive Chairman. In 2010, Mr. Reed was elected as non-executive Chairman of the Board. The election of Mr. Reed as non-executive Chairman was made in conjunction with the Board's governance practices to rotate key board positions periodically.

        Under our Corporate Governance Guidelines ("Guidelines"), our Board has the flexibility to modify or continue our leadership structure in the future, as it deems appropriate, and our Chairman and Chief Executive Officer may be one person if the Board believes that allocation of responsibilities in this way would be in the best interest of the Company and our stockholders.

        At this time, we believe our current Board leadership structure is beneficial for us because of the additional oversight responsibilities required of directors, and it permits our Chief Executive Officer to devote more time to that position. By separating the role of the Chairman and Chief Executive Officer positions, the responsibilities of each position can be appropriately delineated and we avoid potential duplications of effort. In addition, the Chairman and the Chief Executive Officer (if the Chief Executive Officer is not the Chairman) are free, as is the Board as a whole, to call upon any one or more directors to provide leadership in a given situation should a special need arise. Our Guidelines provide additional flexibility and the ability to select an appropriate leadership structure based on the then current needs of the Company.

        As previously mentioned, our Board has nine independent members and one employee director (our President and Chief Executive Officer). We believe that the number of independent, experienced directors that make up our Board, along with the independent oversight of the Board by the non-executive Chairman, benefits our Company and our stockholders.

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Code of Conduct

        Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has adopted a Code of Conduct applicable to all of the directors, officers and employees of the Company and its subsidiaries. Our Code of Conduct and Corporate Governance Guidelines are available on the Company's web site under Investor Relations, Corporate Governance, at http://www.csgi.com. Information on the Company's web site is not incorporated by reference in this proxy statement. Any future amendments to the Code of Conduct, or any future waiver of a provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and relates to an element of the code of ethics definition enumerated in Item 406 of Regulation S-K, will be timely posted to our website upon their occurrence. Historically, we have had minimal changes to our Code of Conduct, and have had no waivers of a provision of our Code of Conduct for any of the aforementioned individuals within the applicable definition of code of ethics. Information on the Company's web site is not incorporated by reference in this proxy statement.

COMPENSATION OF DIRECTORS

        During 2011, each non-employee director of the Company was entitled to receive from the Company an annual retainer fee of $75,000 payable in quarterly installments.

        As of December 31, 2011, the annual Chairperson retainers were as follows: Chair of the Board $50,000, Chair of the Audit Committee $16,000, Chair of the Nominating and Corporate Governance Committee $10,000 and Chair of the Compensation Committee $16,000, all payable in quarterly installments.

        A director who is an officer or employee of the Company does not receive additional compensation for serving as a director or committee member. Mr. Kalan, President and Chief Executive Officer of the Company, is the only current officer or employee of the Company who serves as a director of the Company. No officers or employees of the Company currently serve on any committee of the Board.

2011 Director Compensation

        The following table contains information concerning the compensation of the Company's non-employee directors for 2011. All amounts have been rounded to the nearest dollar.

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PROPOSAL 1

ELECTION OF DIRECTORS

        The Board is divided into three classes presently consisting of three Class I Directors, four Class II Directors and three Class III Directors whose present terms continue until the annual meetings of stockholders of the Company to be held in 2013, 2014 and 2012, respectively, and until their respective successors are elected and qualified.

        Unless the proxy is marked otherwise, the person acting under the accompanying proxy will vote to elect Messrs. Kalan, Sica and Unruh as the Class III Directors to serve until 2015. The proxy may not be voted for more than three directors. If a nominee is unable to serve, then the person acting under the proxy may vote the proxy for the election of a substitute nominee. The Company does not presently contemplate that any of the three nominees will be unable to serve.

The Board recommends that stockholders vote FOR the election of
Messrs. Kalan, Sica and Unruh as Class III Directors.

        The following information relates to the Board's nominees for election at the Annual Meeting and to the other directors of the Company whose terms of office will continue after the Annual Meeting:

Nominees for Election as Class III Directors With Terms Expiring in 2015:

Peter E. Kalan

        Mr. Kalan, 52, joined the Company in January 1997, was appointed as Chief Financial Officer in October 2000, and named an Executive Vice President in 2004. In April 2006, he became Executive Vice President of Business and Corporate Development. In December 2007, Mr. Kalan was appointed Chief Executive Officer and President and a member of the Board. Prior to joining the Company, he was Chief Financial Officer at Bank One, Chicago, and he also held various other financial management positions with Bank One in Texas and Illinois from 1985 through 1996. Mr. Kalan is a member of The Cable Center board of directors and is also a member of the Board of Pensions of the Presbyterian Church USA. Mr. Kalan holds a B.A. degree in Business Administration from the University of Texas at Arlington.

        Mr. Kalan is a skilled business executive with over 29 years of experience. He has been with the Company for over 15 years and has over 12 years of executive management experience. In his current position as Chief Executive Officer and President, Mr. Kalan brings executive level leadership, strategic thinking, business development and strong financial oversight skills to the Board. In his previous position as Executive Vice President of Business and Corporate Development, Mr. Kalan developed expertise in corporate strategy, mergers and acquisitions, business valuation and capital markets. His experience as Chief Financial Officer provided experience in financial planning, corporate accounting, tax, budgeting, financial reporting, ethics, compliance and risk management. Mr. Kalan has extensive knowledge of the businesses and markets we serve, which provides the Board with an acute understanding of business practices and special industry concerns.

Frank V. Sica

        Mr. Sica, 61, has served as a director of the Company since our formation in 1994. He is currently a Managing Partner of Tailwind Capital. From 2004 to 2005, Mr. Sica was a Senior Advisor to Soros Private Funds Management. From 2000 until 2003, he was President of Soros Private Funds Management, where he oversaw the direct real estate and private equity investment activities of Soros. In 1998, he joined Soros Fund Management where he was a Managing Director responsible for Soros' private equity investments. Mr. Sica was previously Managing Director for Morgan Stanley Merchant Banking Division. Mr. Sica currently is a director of JetBlue Airways, Kohl's Corporation, and Safe

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Bulkers, Inc. Mr. Sica has previously been a director for NorthStar Realty Finance Corporation and Emmis Communications. Mr. Sica holds an M.B.A. degree from Dartmouth University and a B.A. degree from Wesleyan University.

        Mr. Sica brings wide-ranging experience in venture capital, private equity, mergers and acquisitions, capital markets, management recruitment, executive compensation and strategic planning across a broad range of commercial industries from his work at Morgan Stanley, Soros and now at Tailwind Capital. He has been a director of the Company for over 17 years and has a comprehensive understanding of the Company's business and markets. Mr. Sica has significant skills in strategic planning, financial analysis, risk assessment and corporate governance acquired from his current and previous experience on other large public company boards.

James A. Unruh

        Mr. Unruh, 71, was elected to the Board in June 2005. He became a founding principal of Alerion Capital Group, LLC (a private equity investment company) in 1998 and currently holds such position. Mr. Unruh was an executive with Unisys Corporation from 1987 to 1997 and served as its Chairman and Chief Executive Officer from 1990 to 1997. From 1982 to 1986, Mr. Unruh held various executive positions, including Senior Vice President—Finance and Chief Financial Officer, with Burroughs Corporation, a predecessor of Unisys Corporation. Mr. Unruh currently is a director of Prudential Financial, Inc., Tenet Healthcare Corporation and Century Link, Inc. He has also previously served as a director of Qwest Communications International, Inc. Mr. Unruh holds an M.B.A. degree from the University of Denver and a B.S. degree from Jamestown College.

        Mr. Unruh has over 35 years of corporate business experience including 21 years at the executive management level. From his current position as a principal of Alerion Capital Group, he brings a broad-based understanding of investments and corporate development in pursuing long-term strategic business objectives. Mr. Unruh provides the Company with a unique combination of an in-depth competency of information technology with business and financial management experience through critical executive positions at leading multi-national technology firms. From his previous executive level management positions, Mr. Unruh brings extensive skills in strategic planning, operational performance, financial management, risk assessment, leadership and business development. Mr. Unruh, additionally, has considerable experience as a public company director with a solid understanding of corporate governance.

Class I Directors With Terms Expiring in 2013:

Edward C. Nafus

        Mr. Nafus, 71, was elected to the Board in March 2005. Mr. Nafus joined the Company in August 1998 as Executive Vice President and became the President of our Convergent Services and Solutions Division in January 2002. In April 2005, Mr. Nafus assumed the position of Chief Executive Officer and President of the Company and held that position until his retirement in December 2007. Prior to joining the Company, Mr. Nafus held numerous management positions within First Data Corporation from 1978 to 1998. From 1992 to 1998, he also served as Chief Executive of First Data Resources Limited and President of First Data International; from 1984 to 1992 he served as President of First Data Resources and Executive Vice President of First Data Corporation. From 1971 to 1978, Mr. Nafus worked in sales management, training and sales for Xerox Corporation. From 1966 to 1971, Mr. Nafus was a pilot and division officer in the United States Navy. Mr. Nafus holds a B.S. degree from Jamestown College.

        Mr. Nafus provides over 38 years of broad-based business experience from his work at the Company and other large public corporations. In his previous position as the Company's Chief Executive Officer and President, Mr. Nafus developed considerable skills in executive level leadership,

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strategic planning, business development, corporate governance and corporate financial management. Mr. Nafus also brings an extensive understanding of the Company, our customers and business operations. He has significant global business skills acquired through his leadership in directing the domestic and international expansion of First Data Corporation's credit card processing division in Europe, Asia, Australia and Mexico. He also has experience in merger and acquisitions, financial management and sales training/consultancy.

Janice I. Obuchowski

        Ms. Obuchowski, 60, was elected to the Board in November 1997. She is the founder and has been President of Freedom Technologies, Inc., a business that provides public policy and strategic advice to a wide range of companies in the communications sector, to government agencies and to international clients, since 1992. She was Chairman and Founder of Frontline Wireless, Inc., a public safety network start-up in 2007 through 2008. In 2003, Ms. Obuchowski was appointed by President George W. Bush to serve as Ambassador and Head of the U.S. Delegation to the World Radio Communication Conference. She has served as Assistant Secretary for Communications and Information at the Department of Commerce and as Administrator for the National Telecommunications and Information Administration. Ms. Obuchowski currently is a director of Orbital Sciences Corporation and Inmarsat. Ms. Obuchowski was also a director of Stratos Global Corporation and Qualcomm. Ms. Obuchowski also serves on several non-profit boards, including as trustee of the Federal Communications Bar Association. Ms. Obuchowski holds a J.D. degree from Georgetown University and a B.A. degree from Wellesley College, and also attended the University of Paris.

        Ms. Obuchowski has held a number of high-level positions in the public and private sectors, which provide her with broad leadership, organizational and executive level management skills. From her positions and appointments in the public sector, she has developed an extensive understanding of public policy and government regulations directly related to the communications sector, the Company's largest market. From her work in the private sector, she has developed skills in strategic planning, business development, corporate governance and financial management. Ms. Obuchowski's experience on other public company boards also provides her with a solid understanding of corporate governance and business strategy.

Donald B. Reed

        Mr. Reed, 67, was elected to the Board in May 2005 and presently serves as the Company's non-executive Chairman of the Board. He currently is retired, having served as Chief Executive Officer of Cable & Wireless Global from May 2000 to January 2003. Cable & Wireless Global, Cable & Wireless plc's wholly owned operations in the United States, United Kingdom, Europe and Japan, is a provider of internet protocol (IP) and data services to business customers. From June 1998 until May 2000, Mr. Reed served Cable & Wireless in various other executive positions. Mr. Reed's career includes 30 years at NYNEX Corporation (now part of Verizon), a regional telephone operating company. From 1995 to 1997, Mr. Reed served NYNEX Corporation as President and Group Executive with responsibility for directing the company's regional, national and international government affairs, public policy initiatives, legislative and regulatory matters, and public relations. Mr. Reed currently is the Executive Chairman of Oceus Networks Inc. Mr. Reed has also previously served as a director of Intervoice, Inc., Idearc Media (formerly Verizon Yellow Pages), Bell Atlantic, St. Lawrence Cement and Aggregate Industries in London, England. Mr. Reed holds a B.S. degree in History from Virginia Military School.

        Mr. Reed has over 38 years of corporate business experience with approximately 21 years of executive level management experience. Mr. Reed brings more than 30 years of experience in the telecommunications industry, including his most recent assignment as Chief Executive Officer for Cable & Wireless Global, and provides the Company with a comprehensive understanding of business

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practices and special industry concerns of its largest target market. Mr. Reed also has extensive experience and skills in government affairs, public policy and regulation from his executive-level positions at NYNEX. He has broad international experience in global business operations, government and legal requirements, strategic planning and business development. He has held executive management positions at several multi-billion dollar corporations where he developed expertise in financial management, risk assessment, leadership, investment knowledge and strategic business development. Mr. Reed brings considerable experience as a public company director providing the basis for a sound and broad-based understanding of corporate governance and business strategy.

Class II Directors With Terms Expiring in 2014:

Ronald H. Cooper

        Mr. Cooper, 55, was elected to the Board in November 2006. Mr. Cooper most recently served as the President and Chief Executive Officer of Clear Channel Outdoor Americas, Inc. from 2009 through 2012. Prior to this position, Mr. Cooper was a Principal at Tufts Consulting from 2006 through 2009. He previously spent nearly 25 years in the cable and telecommunications industry, most recently at Adelphia Communications where he served as President and Chief Operating Officer from 2003 to 2006. Prior to Adelphia, Mr. Cooper held a series of executive positions at AT&T Broadband, RELERA Data Centers & Solutions, MediaOne and its predecessor Continental Cablevision, Inc. He has held various board and committee seats with the National Cable Television Association, California Cable & Telecommunications Association, Cable Television Association for Marketing, New England Cable Television Association and Outdoor Advertising Association of America. Mr. Cooper holds a B.A. degree from Wesleyan University.

        Mr. Cooper has over 31 years of corporate business experience including 24 years at the executive level. Mr. Cooper has significant experience in the cable and telecommunications industry and is able to provide the Company with strategic insight into its largest market. His experience as an executive level manager with a number of large corporations provides him with extensive skills in operational performance, financial management, risk assessment, leadership, investment knowledge and strategic business development. Mr. Cooper has considerable board experience from his director positions on numerous industry association and non-profit boards.

John L. M. Hughes

        Mr. Hughes, 60, was appointed to the Board in March 2011. Mr. Hughes previously served as Chairman of the Board for Intec Telecom Systems plc for nearly six years until the company was acquired by us in 2010. Mr. Hughes currently serves as Chairman of the Board for several corporations, including Spectris plc, Telecity Group plc and Sepura plc. Spectris plc is a U.K.-headquartered multinational leading supplier of precision productivity-enhancing instrumentation and control systems and equipment, and Mr. Hughes has been a non-executive director of Spectris since 2008. He has served as Chairman since 2007 for Telecity Group plc, a FTSE 250-listed leading provider of premium network independent data centers with 24 locations in eight major European cities, providing co-location and managed services. Since 2010, Mr. Hughes has served as Chairman for Sepura plc, a worldwide and LSE-listed supplier of Tetra terminals for mission-critical applications. Mr. Hughes is currently also a director for Vitec Group plc. Since 2009, Mr. Hughes has served as Chairman of the Board of AIRCOM International Limited, a privately-held independent global provider of network management tools and services. From 2005 to 2007, Mr. Hughes also served as Chairman and then transitioned to Deputy Chairman until 2010 for Parity Group plc. Mr. Hughes has also served as a director for Nice Systems Ltd from 2002 to 2011, Chloride Group plc from 2009 to 2010, Global Crossing UK from 2005 to 2008 and Barco N.V. from 2006 to 2009. He has also been Chairman of Just Eat Group since 2011. Prior to his multiple board positions, Mr. Hughes served as Executive Vice President and Chief Operating Officer for Thales Group from 2000 to 2004, a leading European

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provider of complex systems for the defense, aerospace and commercial markets. Prior to 2000, he served as President of GSM/UMTS Wireless Networks of Lucent Technologies, and as Director, Convex Global Field Operations and Vice President and Managing Director of Convex Europe, a division of Hewlett-Packard Company. Mr. Hughes holds a B.S. degree in Electrical and Electronic Engineering from the University of Hertfordshire.

        Through his role as chairman for several companies, Mr. Hughes has extensive knowledge of the governance function of the board in monitoring the performance of the Chief Executive Officer, approving annual budgets and compensation, and in being accountable to the stakeholders for the organization's performance. He has experience in working with providers of technology solutions in industries similar to the Company's, including customer care and billing, network management, IP and cellular networks, and data centers. Mr. Hughes also has an acute understanding of the primary industries that we serve, including cable, telecommunications and wireless. Through his board and executive management roles at various companies, Mr. Hughes has had a leadership role in making and integrating acquisitions, implementing restructuring programs, and enhancing shareholder value through effective sales growth strategies and operational excellence.

Bernard W. Reznicek

        Mr. Reznicek, 75, was elected to the Board in January 1997 and served as the Company's non-executive Chairman of the Board from 2005 until 2009. He currently provides consulting services as President and Chief Executive Officer of Premier Enterprises, and is Chairman of Erra, Inc., a clean technology company. Mr. Reznicek previously was an executive with Central States Indemnity Company of Omaha, a Berkshire Hathaway company, from 1997 to 2003. He has 40 years of experience in the electric utility industry, having served as Chairman, President and Chief Executive Officer of Boston Edison Company, and President and Chief Executive Officer of Omaha Public Power District. He also served as Dean of the College of Business for Creighton University. Mr. Reznicek currently is a director of Pulte Group, Inc. (NYSE). Mr. Reznicek has previously been a director of State Street Corporation, Stone and Webster, Guarantee Life, INFOGROUP Inc. and Central States Indemnity. Mr. Reznicek holds an M.B.A. degree from the University of Nebraska-Lincoln and a B.S.B.A. degree from Creighton University.

        Mr. Reznicek has over 45 years of business experience, including 23 years at the executive management level. Mr. Reznicek has held senior executive positions in the electric utility industry, providing an acute understanding of business practices and special industry concerns in this emerging market for the Company. He has developed extensive compliance, risk assessment and financial analysis aptitude through his executive positions with Boston Edison, Omaha Public Power and Central States Indemnity Company of Omaha. He has held numerous executive management positions with a variety of organizations where he has developed extensive financial management, risk assessment, leadership, investment knowledge and strategic business development skills. Mr. Reznicek has significant corporate governance experience from his current and previous positions on numerous public company boards.

Donald V. Smith

        Mr. Smith, 70, was elected to the Board in January 2002. He is presently retired but continues to provide financial advisory services to certain clients. Previously, he served as Senior Managing Director of Houlihan Lokey Howard & Zukin, Inc., an international investment banking firm with whom he has been associated from 1988 through 2009, and where he served on the board of directors of the firm. From 1978 to 1988, he served as Principal with Morgan Stanley & Co. Inc., where he headed their valuation and reorganization services. Mr. Smith is also on the board of directors for several non-profit organizations. He previously served as director for Jos. A. Bank Clothiers from 1993 to 1997. Mr. Smith holds an M.B.A. degree from the Wharton Graduate School of the University of Pennsylvania and a B.S. degree from the United States Naval Academy.

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        Mr. Smith has over 40 years of expertise in financial, investment and valuation analysis as an executive professional dealing with corporate finance, mergers, acquisitions, financial restructurings and other financial activities such as public and private financings, repurchasing public stock and joint ventures. He has significant industry-specific advisory experience in markets directly related to the Company's core competency, namely business services, data processing, software and information technology. Mr. Smith's current and former director positions at other public and charitable entities provide him with a comprehensive understanding of corporate governance and business strategy.

Other Board Information

        There are no family relationships between any of our directors or executive officers. There are no arrangements between any director, nominee or executive officer of the Company and any other person pursuant to which such director, nominee or executive officer was selected for such position.

BENEFICIAL OWNERSHIP OF COMMON STOCK

        The table below sets forth each stockholder known by the Company to own beneficially more than 5% of the outstanding common stock as of February 29, 2012.

Principal Stockholders

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Directors and Executive Officers

        The table below sets forth to the Company's knowledge the beneficial ownership of common stock by each director and each executive officer of the Company named in the 2011 Summary Compensation

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Table on page 33, individually, and by all directors and executive officers of the Company as a group as of February 29, 2012.

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Share Ownership Guidelines

        In 2007, the Board established share ownership guidelines for the Company's directors and executive officers. Such guidelines provide that (1) each director of the Company should own at least 9,000 shares of common stock, (2) the Chief Executive Officer of the Company should own at least that number of shares of common stock which is equal in value to three times his base salary, and (3) each other executive officer of the Company should own at least that number of shares of common stock which is equal in value to one time his base salary. Each individual is expected to attain the minimum ownership level within four years of his or her date of appointment. As of February 29, 2012, each of our executive officers and Board members owned shares consistent with the applicable ownership guidelines.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers (as defined in the applicable regulations) and directors, and persons who beneficially own more than 10% of a class of the Company's equity securities registered under such Act, to file certain reports of ownership and changes of ownership of the Company's equity securities with the SEC. Officers, directors and more than 10% stockholders are required by SEC regulation to furnish to the Company copies of all Section 16(a) forms which they file.

        Based solely on its review of the copies of such forms submitted to it and written representations from certain reporting persons, the Company believes that all filing requirements applicable to its officers and directors were complied with for the year ended December 31, 2011, except that Mr. Ruble did not timely file a Form 4 covering one transaction occurring on March 8, 2011 due to an administrative error. However, the transaction was subsequently filed on March 15, 2011 and is reflected in this proxy statement.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

        This section explains our executive compensation program as it relates to the following named executive officers, or NEOs, whose compensation information is presented in the tables following this discussion:

Executive Summary

Company Overview and Business Strategy

        We are one of the world's largest and most established business support solutions providers primarily serving the communications industry. Our proven approach and solutions are based on our broad and deep experience in serving clients in the communications industry as their businesses have evolved from a single product offering to a highly complex, highly competitive, multi-service product offering. Our approach has centered on using the best technology for the various functions required to provide world-class solutions.

        Our solutions help service providers streamline and scale operations, introduce and adapt products and services to meet customer demands, and address the challenges and opportunities brought about by change. Our broad suite of solutions help our clients improve their business operations by creating more compelling product offerings and an enhanced customer experience through more relevant and targeted interactions, while at the same time more efficiently managing the service provider's cost structure. Over the years, we have focused our research and development and acquisition investments on expanding our solution set to address the ever expanding needs of communications service providers to provide for a differentiated, real-time and personal experience for the consumers. This extensive suite of solutions includes revenue management, content management and monetization, customer interaction management, as well as analytics and intelligence.

        Our business strategy is to grow our revenues, profitability and stockholder value by focusing on the following:

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create recurring relationships;



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expand our product and services portfolio through continuous innovation;



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increase our value proposition through continuous improvement and urgency;



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deliver on our commitments; and



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bring new skills and products to market.

Our Overall 2011 Performance

        During 2011, we made significant progress in our transformation to a global leader in providing business-enabling solutions for top communications providers around the world. We expanded and enhanced our product portfolio through investments in our technology and advanced functionality following the acquisition of Intec Telecom Systems plc (Intec) in November 2010. We also strengthened our client relationships, including a seven-year contract extension with our second largest client.

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        Despite these important accomplishments, we also faced some challenges in 2011 that put downward pressure on both revenue and earnings growth. A cautious business environment and economic instability caused extended sales cycles worldwide. We experienced delays in client decision-making on several new sales opportunities and a slowdown in spending by our clients on various items such as marketing and print-related services. In addition, our sales team in the Asia-Pacific region was rebuilt, including its leadership, in 2011. As a result of these challenges, we fell short of our financial goals for the year.

        Key highlights of our 2011 performance include the following:

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We grew our 2011 revenues by 34% over the previous year to $734.7 million, with the increase attributed to the inclusion of a full year of financial results from Intec in 2011.



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Despite a challenging environment, we grew operating income over the prior year as a result of our ability to control costs in line with our revenue performance.



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We generated $61.0 million in cash flows from our operating activities, ending the year with $158.8 million of cash, cash equivalents and short-term investments, and with a strong balance sheet.



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We integrated Intec into our business in 2011. This was important to our business as Intec provides the following benefits to the Company: (1) an expanded portfolio of products and services, including the addition of the leading wholesale billing and mediation platforms in the world; (2) a greater diversity of markets and clients served, thereby reducing risk associated with geographic, market and customer concentration; and (3) an additional 400 clients, and approximately 1,500 employees, providing us greater scale to grow our business and achieve economic benefits from operating a larger, more globally diverse business.

NEO Pay-for-Performance

        Our executive compensation program is intended to create a strong link between pay and the Company's performance, as well as to attract and retain qualified executives. The 2011 performance measures selected for our annual and long-term incentive plans are designed to align executive pay with stockholder return over the short and long term. The program is designed to deliver 50% or more of each NEO's total compensation based on performance against pre-selected measures.

        Annual Performance Bonus.    Consistent with our business strategy to grow our revenues and profitability, annual performance bonus awards for our executives are based primarily on achievement of predetermined Revenue and Adjusted Operating Income targets. We also evaluate NEO performance compared to individual performance objectives under the annual performance bonus plan; however, payment on attainment of individual objectives is dependent upon our achievement of the Revenue and Adjusted Operating Income targets. See 2011 Compensation: Determining Annual Performance Bonuses for 2011 on page 26 for additional information about our 2011 annual performance bonus awards.

        Long-Term Incentive Awards.    To align executive share awards with stockholder return over the short and long term, 50% of the restricted stock awards we grant to our NEOs vest only upon attainment of a specified Stock Price Measure or an Adjusted Earnings Per Share (EPS) target established at the beginning of the year as part of our annual budgeting process (i.e., performance-based awards). The other 50% of the restricted stock awards vest ratably over a four-year period (i.e., time-based awards). While stock price is a common measure of stockholder value, the Adjusted EPS calculation is designed to measure our cash flow generating capabilities, which we believe is a metric often used by investors and financial analysts to evaluate our financial performance and assess our potential for increasing stockholder value. See 2011 Compensation: Determining Long-Term Incentive Awards for 2011 on page 29 for additional information about our 2011 long-term incentive awards.

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NEO Compensation in 2011

        Due to the business challenges that we faced as outlined above in Our Overall 2011 Performance, we fell short of our 2011 performance targets, which include a combination of Generally Accepted Accounting Principles (GAAP) and non-GAAP measures. The table below shows how our 2011 results compare to the predetermined targets for the performance-based measures used in the Annual Performance Bonus and Long-Term Incentive Awards programs.

As a result of our falling short of these performance-based measures, our NEOs did not earn a payout under the Annual Performance Bonus Plan for 2011. Additionally, the 2011 Adjusted EPS and Stock Price Measure targets required for the first vesting of the 2011 Long-Term Incentive Awards were not met, and as such, vesting did not occur. Vesting of these shares is still possible based on cumulative performance against the targets over the next two years (2012 and 2013). Based on these results, 2011 compensation for our NEOs disclosed in the 2011 Summary Compensation Table on page 33 is comprised primarily of base salary and long-term incentive awards granted. Our CEO's total compensation decreased 24% from the prior year. For more information about the compensation of our CEO and other NEOs see 2011 Compensation on page 26.

Company Response to 2011 Say-on-Pay Results

        Eighty-six (86) percent of our stockholders voted FOR approval of our executive compensation as disclosed in our 2011 Proxy Statement. We value the opinions of our stockholders and considered the results of their vote on executive pay and on the frequency of our say-on-pay proposal in several ways during 2011. On August 30, 2011, we notified our stockholders of our intention to hold an annual advisory vote on executive compensation based on their response to our frequency proposal. In addition, our Compensation Committee (the "Committee") instructed its independent compensation consultant, Pearl Meyer & Partners, to review our annual performance bonus and long-term incentive programs for alignment with stockholder interests and correlation to company performance. We believe our incentive programs demonstrate a strong link between the pay of our NEOs, company performance and stockholder returns.

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Our Compensation Governance Practices

        In addition to providing a compensation program that focuses on pay-for-performance, we believe that the following good compensation governance and sound practices reinforce our business strategy, culture and values:

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Our performance-based compensation is designed to achieve our business strategy and enhance stockholder value.  The key financial performance metrics for performance-based compensation are: Revenue, Adjusted Operating Income, Adjusted EPS and a specified Stock Price Measure, which are all key financial measures which demonstrate our execution of our long-term business strategy. For additional information about our business strategy see Company Overview and Business Strategy on page 20 above.



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We place an emphasis on the long term.  We award a significant portion of our compensation in the form of long-term awards, 50% of which is in the form of performance-based stock that vests over a three-year period only upon achievement of specific financial measures.



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We seek to align the financial interests of our executives with our stockholders through equity awards and share ownership guidelines.  Our NEOs are expected to maintain ownership levels of shares consistent with our share ownership guidelines. For additional information see Share Ownership Guidelines on page 19.



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We have a policy prohibiting short sale and other speculative transactions in our stock.  Our NEOs and other insiders are prohibited from selling our stock short or entering into transactions in puts or calls that raise similar concerns regarding speculation of our stock.



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We provide only limited perquisites and other benefits.  Our NEOs are eligible for only limited perquisites and benefits including Company 401(k) plan contributions. For additional information see the 2011 Summary Compensation Table on page 33 below.



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Independent Compensation Consultant.  Our Compensation Committee has engaged an independent compensation consultant for 2012 that does not provide any services to management and that had no relationship with management prior to the engagement.

Share Ownership Guidelines

        We implemented share ownership guidelines in May 2007 for our executive officers and Board members. Each individual is expected to attain the minimum ownership level within four years of his or her date of appointment. Below is a summary of the minimum share ownership levels:

Many of our Board members and executive officers maintain share ownership levels that exceed the minimums. Ownership levels are determined based on the common stock owned by each individual, excluding any unvested shares of restricted stock. As of February 29, 2012, each of our executive officers and Board members owned shares consistent with applicable guidelines.

Our Compensation Process

Determining Executive Compensation

        Our Compensation Committee evaluates and recommends to the Board the base salary and annual incentive bonus targets for each of our NEOs. The Committee has sole authority to grant equity

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awards. When making compensation decisions and recommendations, the Committee considers competitive peer group information and guidance provided by its independent compensation consultant, Company audited financial results, individual performance reviews provided by the CEO, Compensation Committee and Board evaluations of the CEO, and attainment of the performance-based criteria for annual incentives and restricted stock awards. The Compensation Committee and our Board also evaluate our executives based on direct observation of their performance.

Role of the Independent Compensation Consultant and Management

        Our Compensation Committee selects an independent compensation consultant and determines the scope of the consultant's engagement. Our management assists the consultant with its analysis and recommendations by providing historical pay data and management's perspective on the Company's competitive environment for recruiting managerial talent. Our CEO provides performance evaluations and makes recommendations for the compensation of other NEOs.

        The Compensation Committee engaged Towers Watson & Co. ("Towers Watson"), as its compensation consultant to advise it on executive compensation matters in early 2011. The Committee instructed Towers Watson to take a broad view of the competitive compensation landscape to assist the Committee in structuring a compensation program for our NEOs. We believe that this broader view of compensation practices has enabled us to attract and retain a highly talented executive team with a balance of short- and long-term compensation that aligns NEO focus with stockholder returns. Towers Watson reviewed compensation data available from peer company proxy statements and published survey sources using position matches and data analyses that are selected as best representative of comparable positions in our industry. For additional information regarding peer group component companies and pay of our NEOs compared to the peer group see Peer Group and NEO Compensation on page 30.

        The Compensation Committee periodically evaluates the qualifications of the independent compensation consultant. Following the Intec acquisition, the Company considered expanding the services performed by Towers Watson to provide brokerage services for our health and welfare benefits in the U.S. as well as additional consulting services on various benefit plans around the world. Due to the anticipated increase in services provided by Towers Watson, the Compensation Committee began a search for a different independent compensation consultant to provide executive compensation services to the Committee. Effective in August 2011, the Committee selected Pearl Meyer & Partners as its independent compensation consultant. During 2011, Towers Watson received approximately $63,000 for services provided as the Compensation Committee consultant and $375,000 in commissions from providers for brokerage services and fees for additional consulting services on benefit plans for the Company around the world. Services provided by Pearl Meyer & Partners in 2011 included only executive compensation guidance to the Committee.

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Principle Components of Our Executive Compensation Program

        Our Compensation Committee has established three core components of each NEO's compensation. The table below defines the three core components and illustrates the percentage of compensation the NEOs would receive, if paid at target level, by component:

        Below is additional information about the objectives of these three core components of our executive compensation program.

        Base Salary.    The objectives used for determining base salary include:

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Competitiveness with base salaries paid to persons holding similar positions in our peer group.



•

The position and responsibilities of the NEO.

        For 2011, the Compensation Committee considered a base salary for an NEO to be competitive generally if it was near the median (or 50^th percentile) of the peer group. As noted above, the Compensation Committee recognizes that these comparisons may not align perfectly because executive titles and responsibilities at peer group companies frequently do not correspond entirely to responsibilities of our NEOs with similar titles.

        Annual Performance Bonus.    The objectives for the annual performance bonus are to:

•

Provide a cash performance bonus opportunity in an amount which would result in the NEO's total annual cash compensation for the year (base salary plus cash bonus) to be competitive with the peer group, taking into account the factors described above, and which fairly reflects the position and responsibilities of the NEO.



•

Structure the annual performance bonus program to promote achievement of annual financial objectives of meaningful increases in our Revenue and Adjusted Operating Income which advance the Company's long-term success and enhance stockholder value.

        The Compensation Committee considered the information and advice provided by Towers Watson before making its own assessment and then recommended base salaries and annual bonus targets to the Board for each of the NEOs. Together, the base salary and target annual performance bonus amounts are intended to bring the total annual cash compensation of each NEO generally between the 50^th and 75^th percentile of peer group compensation (assuming that performance bonuses are earned in an amount at or near 100% of target).

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        Long-Term Incentive Awards.    The objective for the long-term incentive awards is to align overall NEO compensation with long-term stockholder return by providing an equity component that directly coincides with stockholder value. Currently, our equity component includes annual grants of restricted stock, of which 50% of the shares vest ratably over a four-year period and 50% vest ratably over a three-year period only upon achievement of specific performance-based criteria. We believe this program design encourages retention and aligns the financial interests of our NEOs with those of the Company's stockholders.

        Equity grants to our NEOs are generally made annually, concurrently with our individual performance reviews. Equity awards are considered in conjunction with the other elements of our NEO's compensation package taken as a whole. In determining the amount of restricted stock to award our NEOs, the Compensation Committee also seeks to be competitive with our peer group. Because the comparative data with respect to performance-based equity awards is limited, the Compensation Committee makes an independent assessment after consultation with the compensation consultant (based on available data and the members' extensive business experience) as to the number of shares to grant to each NEO based on the value of the shares at the time of the grant in relation to (1) the NEO's cash compensation; (2) the performance targets for the performance-based grants and the potential difficulty in their achievement; and (3) the corporate position and responsibilities of each NEO.

2011 Compensation

Determining Annual Base Salaries for 2011

        Base salary decisions require several considerations such as competitive peer group information, scope of each NEO's role, tenure and experience, as well as individual performance. After considering the competitive information provided by Towers Watson, recommendations from the CEO with respect to other NEOs and its own evaluation of NEO performance, the Compensation Committee recommended to the Board (and the Board approved) salary increases for four of the NEOs in 2011.

        The salary for Mr. Ruble increased six percent over the prior year after it was determined through peer benchmarking that his salary fell in the lower 25th percentile. The salary for Mr. Griess was increased eight percent over the prior year to reflect his assumption of increased responsibilities in 2011.

Determining Annual Performance Bonuses for 2011

        Annual performance bonuses are awarded under the terms of our Performance Bonus Plan. Stockholders approved the performance goals under the Performance Bonus Plan in May 2011. Annual performance bonuses paid under the program are designed to qualify as performance-based compensation under section 162(m) of the Internal Revenue Code, provided other requirements are satisfied. Each year, the Compensation Committee establishes pre-determined objectives for the Company and for each NEO.

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        The annual performance bonus for each NEO is determined as shown below. The base salary is multiplied by the target bonus percentage for each NEO. This result is then multiplied by (1) the percentage of the Company target achieved (which is the same for all NEOs) and (2) the percentage of the personal performance objectives achieved by each NEO. If the Company target is missed, no annual performance bonus will be paid even if the NEO achieves his individual performance objectives.

        NEO Target Bonus Percentage.    After considering the competitive information provided by Towers Watson, the Compensation Committee recommended to the Board (and the Board approved) target bonus increases for all of the NEOs in 2011 to better align total cash compensation with that of our peer group (see NEO Compensation Compared to the Peer Group on page 31). The 2011 target bonus as a percentage of base salary for each NEO is as follows:

        2011 Company Performance.    The table below shows the Company's performance against the 2011 financial performance measures which consisted of targets for Revenue and Adjusted Operating Income. If the Company achieves the target levels of performance for Revenue and Adjusted Operating Income, the Company target bonus percentage is 100%. If the Company misses the minimum threshold for either of the target levels of performance for Revenue or Adjusted Operating Income, the Company target bonus percentage is 0%.

        The 100% predetermined targets were established based upon the Company's initial internal targets for 2011 Revenue and Adjusted Operating Income. For purposes of the Annual Performance Bonus Program, these amounts are derived from the 2011 audited financial information of the Company as provided in the Company's 2011 Form 10-K. The Compensation Committee also

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established minimum levels (see table above) necessary for the NEOs to receive any performance bonus.

        Based on the Company's actual 2011 financial performance as shown in the table above, the Company did not meet the 2011 minimum threshold for revenue; therefore the percentage of the 2011 bonus earned based on the predetermined financial objectives was 0%. The Compensation Committee reviewed the 2011 results and has certified this level of attainment of our financial performance goals for purposes of the 2011 Annual Performance Bonus Plan, and as a result no bonus payments were made to our NEOs under the plan.

        2011 NEO Individual Performance Objectives.    The final element of the annual performance bonus is a determination by the Compensation Committee of each NEO's achievement of his individual performance objectives. As previously noted, if either one of the Company's minimum thresholds is missed, no annual performance bonus will be paid even if an NEO achieves his individual performance objectives.

        Under the 2011 Performance Bonus Plan, an NEO's bonus cannot exceed 200% of his base salary. The Compensation Committee may not rate an NEO as achieving more than 100% of his individual performance goals.

        The Compensation Committee met in February 2012 to consider the 2011 performance of each NEO as compared to the individual's performance goals. Mr. Kalan, the CEO, reviewed the 2011 performance of the other NEOs and presented information to the Committee for consideration.

        Although the NEOs earned no payout under the Annual Performance Bonus Plan for 2011, the individual performance of each executive was still evaluated against the agreed upon Common and Unique Objectives described below. These non-financial objectives are critical to our success and are designed to drive stockholder value over the long term. Consequently, since regardless of any particular NEO's individual performance no payout under the Annual Performance Bonus Plan for 2011 was made, no specific achievement percentage was assigned to each NEO.

        Common Objectives.    Common elements of NEO objectives included:

•

Operational and Functional Responsibilities.  An objective for each of the NEOs was to manage his assigned areas of accountability. This objective may vary by NEO depending upon whether the NEO's responsibilities focused more on profit or loss in a particular area of our business, or meeting budgetary objectives.



•

Integration of Acquired Assets.  In light of the Intec acquisition, all NEOs were responsible for achieving the successful integration of the two companies.

        Unique Objectives.    The following are examples of categories of individual objectives unique to one or more of the NEOs based on area of responsibility within the Company:

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Deliver on Key Development Initiatives.  As a technology company, we have a technology product road map requiring significant software development investments aimed at achieving specified feature and functional milestones.



•

Key Client Relationships.  A significant portion of our revenue is derived from a small number of key clients, and a key objective is to ensure that these relationships remain strong and, when applicable, key contracts are renewed under terms satisfactory to both parties.



•

Staff Development.  Succession planning and development of key staff is an important Company-wide objective, including transitioning identified tasks and functions from outgoing personnel to new personnel, where applicable.

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•

Growth Initiatives.  Implementation of the Company's long-term strategic plan is a key objective, including execution on the Company's merger, acquisition and partnership strategies.



•

Increasing Cost Efficiency.  NEOs are expected to identify and implement potential cost savings and process efficiencies in identified areas of the Company.

Determining Long-Term Incentive Awards for 2011

        In 2011, the Compensation Committee continued the approach it implemented in 2007, and made restricted stock awards to our NEOs in two forms: 50% of the shares granted are time-based awards which vest in equal increments over a four-year period beginning on the first anniversary of the grant date, and 50% of the shares granted are performance-based awards which vest over a three-year period if certain performance thresholds are met.

        In determining the number of shares of restricted stock to be granted and the balance between performance-based and time-based vesting provisions, the Compensation Committee considered information and advice received from Towers Watson, as well as the views of executive officers and certain members of senior management concerning the use of performance-based vesting for restricted stock.

        The 2011 performance-based restricted stock awards vest in three equal annual increments if the Company attains either of the specified performance goals for 2011, 2012 and 2013. Each year's performance targets reflect a meaningful growth rate over the previous year's measures. If the Company does not attain either of the performance goals for a particular year, but does attain one of the performance targets in a subsequent year, then the unvested shares for the earlier year will vest in addition to the shares scheduled to vest in the current year. In other words, if a particular year's performance targets are missed, those shares can still vest in a subsequent year if the cumulative performance targets are met. See the 2011 Grants of Plan-Based Awards table on page 34 for additional information regarding the details of the 2011 restricted stock awards to our NEOs.

        The Compensation Committee determined and certified the performance of the measures related to our performance-based restricted stock awards for the 2011, 2010 and 2009 grants for purposes of determining the shares that became vested. Based upon our 2011 results of operations, the Company did not achieve the 2011 Stock Price Measure or Adjusted EPS target, so the first one-third of the 2011 performance-based restricted stock awards did not vest. The Company attained, however, the specified 2009 and 2010 Adjusted EPS targets, and therefore triggered the vesting of the final one-third of the 2009 and the second one-third of the 2010 performance-based restricted stock awards. This information is detailed in the table below:

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Peer Group and NEO Compensation

Role of Benchmarking in Determining Compensation

        To assist the Compensation Committee in establishing 2011 compensation for our NEOs, Towers Watson provided a competitive assessment using peer group compensation information and industry survey data for the three primary elements of our NEO compensation packages:

•

base salary;



•

target total cash compensation (base salary plus target annual performance bonus); and



•

total direct compensation (target total cash compensation plus an annualized value of any long-term incentives granted).

This process involved identification of a peer group for comparison purposes, analysis of the projected total cash compensation (base salary plus annual performance bonus) of our NEOs for the prior year, and comparison with the equivalent peer group positions and industry survey data. The Compensation Committee recognizes that the peer group comparisons and the industry survey data may not be perfectly aligned because the executive titles and responsibilities at the peer group companies are unlikely to correspond exactly to the responsibilities of our NEOs with similar or equivalent titles. Despite these limitations, the Compensation Committee believes this information is helpful as one important data point for determining executive compensation.

Peer Group Used for Benchmarking

        The peer group used for benchmarking is reviewed annually to ensure that its composition and characteristics remain consistent with our objectives. Towers Watson reviewed companies with a similar range of annual revenue within the data processing and outsourced services and application software industries. In addition to providing written materials to the Compensation Committee, Towers Watson discussed the information with the Committee and its experiences and observations regarding the compensation practices and philosophies of other companies.

        In 2011, the peer group was changed to reflect the Company's acquisition of Intec in November 2010, which added an increased software component to our business model, expanded our global

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footprint and significantly increased our total revenues. For 2011, our peer group was comprised of the following companies that range in size from $500 million to $1.3 billion in revenues:

NEO Compensation Compared to the Peer Group

        The following is a summary comparison of base salary, total cash compensation (base salary plus eligible annual performance incentive) and target total direct compensation (base salary plus eligible annual performance incentive plus value of equity awards granted during the past year) compared to peer group companies and survey data based on Towers Watson information available in February 2011.

•

Base Salary:  For 2011, the Compensation Committee generally considered a base salary for an NEO to be competitive if such salary was near the market median (or 50^th percentile).



•

Total Cash Compensation:  For 2011, the Compensation Committee generally considered targeted total cash compensation for an NEO to be competitive if such targeted total cash compensation was between the 50^th and 75^th percentile, assuming that the Company performance goals have been met or exceeded.



•

Total Direct Compensation:  For 2011, the Compensation Committee generally considered targeted total direct compensation (total cash compensation plus the value of any equity awards granted to the NEO during the past year) for an NEO to be competitive if such total direct compensation was near the market median (or 50^th percentile).

        The table below shows how our NEOs compare (on a percentile basis) to our peer group company information for base salary, total cash compensation (base plus eligible annual performance bonus), and total direct compensation (base salary plus eligible annual performance bonus plus value of equity awards granted during the past year).

Other

        The Compensation Committee does not believe that perquisites and other benefits should play a major role in the overall compensation program of our NEOs. We offer our NEOs the opportunity to defer a portion of their annual base salary and annual performance bonus through a 401(k) plan that is generally available Company-wide and through a more restricted (i.e., participation is limited to vice presidents and above) non-qualified deferred compensation program, both of which include Company matching contributions. The Committee views these deferral programs more as individual retirement planning options for our NEOs and not as a long-term compensation program. The amount of our contributions for each NEO is reported in a footnote to the 2011 Summary Compensation Table on

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page 33, along with the details of various items of other NEO compensation. The maximum amount the Company matched under its 401(k) plan during 2011 (including pre-tax, discretionary and service matches) was $17,150 and under the nonqualified deferred compensation program it was $6,250.

        Our executive officers also have employment agreements with the Company. See Employment Agreements below for additional information.

Section 162(m) Requirements

        Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the amount that a public company may deduct for federal income tax purposes for compensation paid to each of its NEOs who are employed as of the end of the year. This limitation does not currently apply to the compensation of a chief financial officer or to compensation that qualifies under Section 162(m) as "performance-based" compensation (i.e., compensation paid only if the individual's performance meets pre-established objective performance goals, the material terms of the performance goals are approved by stockholders and other Section 162(m) requirements are satisfied). In February 2011, the Compensation Committee established certain objective performance goals for our NEOs under our stockholder-approved Amended and Restated 2005 Stock Incentive Plan (the "Stock Incentive Plan") and our Performance Bonus Program. The performance goals under the Performance Bonus Program and the Stock Incentive Plan were approved by the Company's stockholders in May 2011. The Compensation Committee is responsible for the administration of both our Stock Incentive Plan and our Performance Bonus Program.

COMPENSATION COMMITTEE REPORT

        The following Compensation Committee Report is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A, other than as provided below, or to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company with the SEC under the Securities Act of 1933 or the Securities Exchange Act of 1934, notwithstanding any general statement contained in any such filings incorporating this Proxy Statement by reference, except to the extent that the Company specifically requests that such information be incorporated by reference or treated as soliciting material.

        We have reviewed and discussed with management of the Company the Compensation Discussion and Analysis which appears in this Proxy Statement and is required by Item 402(b) of SEC Regulation S-K.

        Based upon such review and discussions, we recommended to the Board that such Compensation Discussion and Analysis be included in this Proxy Statement.

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EXECUTIVE COMPENSATION TABLES

2011 Summary Compensation Table

        The following table contains information concerning compensation of the Company's CEO, Chief Financial Officer, and three other most highly compensated executive officers. All dollar values have been rounded to the nearest dollar.

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2011 Grants of Plan-Based Awards

        The following table contains information concerning grants of non-equity and equity incentive plan-based awards by the Company during 2011 to the persons named in the Summary Compensation Table. All dollar values have been rounded to the nearest dollar.

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Outstanding Equity Awards at December 31, 2011

        The following table contains information concerning all unvested restricted stock held at December 31, 2011, by the persons named in the 2011 Summary Compensation Table. There were no outstanding stock options held by the NEOs at December 31, 2011. All dollar values have been rounded to the nearest dollar.

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