CALLAWAY GOLF CO DE CA false 0000837465 --12-31 0000837465 2021-05-19 2021-05-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 19, 2021

Date of Report (Date of earliest event reported)

 

 

CALLAWAY GOLF COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   1-10962   95-3797580
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

2180 RUTHERFORD ROAD, CARLSBAD, CALIFORNIA   92008-7328
(Address of principal executive offices)   (Zip Code)

(760) 931-1771

Registrant’s telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $0.01 par value per share   ELY   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2021, Callaway Golf Company (the “Company”) held its 2021 annual meeting of shareholders (the “Annual Meeting”) at which the Company’s shareholders approved, among other things, an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000 (the “Amendment”). In connection with the approval of the Amendment, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 19, 2021.

On May 19, 2021, following the filing of the Certificate of Amendment, the Company filed with the Secretary of State of the State of Delaware a Second Restated Certificate of Incorporation (the “Second Restated Certificate”) that combined into one document the Company’s prior Restated Certificate of Incorporation, as amended by the Amendment. The filing of the Second Restated Certificate was authorized by the Board in accordance with Section 245 of the Delaware General Corporation Law.

The foregoing description of the Certificate of Amendment and the Second Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment and the Second Restated Certificate, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 19, 2021, the Company’s shareholders approved four proposals at the Annual Meeting. Of the 184,671,923 shares of the Company’s common stock outstanding as of the record date, 160,054,426 shares were represented at the Annual Meeting.

A description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

Proposal 1: Annual Election of Directors

The voting results for the annual election of directors are as follows:

 

Name of Candidate

   Shares Voted
   For    Against    Abstain    Broker Non-
Votes

Oliver G. (Chip) Brewer III

   148,068,032    1,001,600    64,798    10,919,996

John F. Lundgren

   146,555,904    2,503,444    75,082    10,919,996

Erik J Anderson

   147,247,792    1,817,270    69,368    10,919,996

Samuel H. Armacost

   146,804,528    2,255,303    74,599    10,919,996

Scott H. Baxter

   148,572,876    483,930    77,624    10,919,996

Thomas G. Dundon

   148,735,765    294,593    104,072    10,919,996

Laura J. Flanagan

   148,649,883    382,897    101,650    10,919,996

Russell L. Fleischer

   148,898,679    161,555    74,196    10,919,996

Scott M. Marimow

   147,906,894    1,064,667    162,869    10,919,996

Adebayo O. Ogunlesi

   147,311,398    1,748,481    74,551    10,919,996

Linda B. Segre

   147,832,908    1,230,492    71,030    10,919,996

Anthony S. Thornley

   145,125,774    3,935,410    73,246    10,919,996


Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s shareholders ratified, on an advisory basis, the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The following sets forth the results of the voting with respect to this proposal:

 

Shares Voted

For

 

Against

 

Abstentions

159,028,212

  953,565   72,649

Proposal 3: Advisory Vote on Executive Compensation

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The following sets forth the results of the voting with respect to this proposal:

 

Shares Voted

For

 

Against

 

Abstentions

 

Broker Non-Votes

147,289,997

  1,708,634   135,799   10,919,996

Proposal 4: Amendment to the Restated Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock

The Company’s shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000. The following sets forth the results of the voting with respect to this proposal:

 

Shares Voted

For

 

Against

 

Abstentions

159,106,524

  807,312   140,590

No other items were presented for shareholder approval at the Annual Meeting.

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

Exhibit No.   

Description

3.1    Certificate of Amendment to the Restated Certificate of Incorporation of Callaway Golf Company
3.2    Second Restated Certificate of Incorporation of Callaway Golf Company
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 20, 2021     CALLAWAY GOLF COMPANY
    By:  

/s/ Sarah E. Kim

    Name:   Sarah E. Kim
    Title:   Vice President, General Counsel and Corporate Secretary