8-K
Callaway Golf Co (CALY)
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 30, 2024
Date of Report (Date of earliest event reported)
TOPGOLF CALLAWAY BRANDS CORP.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-10962 | 95-3797580 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | MODG | 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 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On May 30, 2024, shareholders of Topgolf Callaway Brands Corp. (the “Company”) approved three proposals at its Annual Meeting of Shareholders (“Annual Meeting”). Of the 183,972,295 shares of the Company’s common stock outstanding as of the record date, 164,352,487 shares were represented at the Annual Meeting.
A description of each matter voted upon at the Annual Meeting is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2024. 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:
| Shares Voted | ||||
|---|---|---|---|---|
| Name of Candidate | For | Against | Abstain | Broker<br>Non-Votes |
| Oliver G. (Chip) Brewer III | 143,148,224 | 1,310,131 | 99,538 | 19,794,594 |
| John F. Lundgren | 141,135,085 | 3,377,250 | 45,559 | 19,794,594 |
| Erik J Anderson | 142,186,891 | 2,336,044 | 34,958 | 19,794,594 |
| Laura J. Flanagan | 143,088,566 | 1,435,656 | 33,671 | 19,794,594 |
| Russell L. Fleischer | 142,834,375 | 1,523,638 | 199,880 | 19,794,594 |
| Bavan M. Holloway | 136,378,937 | 7,980,149 | 198,807 | 19,794,594 |
| Scott M. Marimow | 142,163,906 | 2,191,444 | 202,543 | 19,794,594 |
| Adebayo O. Ogunlesi | 140,576,277 | 3,783,057 | 198,560 | 19,794,594 |
| Varsha R. Rao | 143,007,904 | 1,350,858 | 199,132 | 19,794,594 |
| Linda B. Segre | 142,085,274 | 2,435,749 | 36,871 | 19,794,594 |
| Anthony S. Thornley | 140,030,270 | 4,328,826 | 198,798 | 19,794,594 |
| C. Matthew Turney | 143,427,371 | 931,402 | 199,120 | 19,794,594 |
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, 2024. The following sets forth the results of the voting with respect to this proposal:
| Shares Voted | ||
|---|---|---|
| For | Against | Abstentions |
| 162,911,405 | 1,388,829 | 52,253 |
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 |
| 141,587,876 | 2,802,482 | 167,536 | 19,794,594 |
No other items were presented for shareholder approval at the Annual Meeting.
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.
| TOPGOLF CALLAWAY BRANDS CORP. | ||
|---|---|---|
| Date: June 5, 2024 | By: | /s/ Heather D. McAllister |
| Name: | Heather D. McAllister | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary |