Callaway Golf Company filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 6, 2022, Callaway Golf Company (the “Company”) changed its corporate name to Topgolf Callaway Brands Corp. pursuant to a certificate of amendment to the Company’s second restated certificate of incorporation (the “Charter Amendment”) filed with the Delaware Secretary of State on September 6, 2022 (the “Name Change”). The Board of Directors of the Company (the “Board”) approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware (“DGCL”). Pursuant to the DGCL, a stockholder vote was not necessary to effectuate the Name Change, and the Name Change does not affect the rights of the Company’s stockholders.
On September 6, 2022, following the filing of the Charter Amendment, the Company subsequently filed a third restated certificate of incorporation (the “Restated Charter”) that combined into one document the Company’s prior second restated certificate of incorporation, as amended by the Charter Amendment to reflect the Name Change. The filing of the Restated Charter was authorized by the Board in accordance with Section 245 of the DGCL. The Company also amended and restated its bylaws (the “Amended and Restated Bylaws”) effective September 6, 2022 to reflect the Name Change. The only change to the Company’s Restated Charter and Amended and Restated Bylaws is the change of the Company’s corporate name from Callaway Golf Company to Topgolf Callaway Brands Corp. in each document.
In connection with the Name Change, the Company also announced that it intends for its shares of common stock to cease trading under the ticker symbol “ELY” and begin trading under its new ticker symbol, “MODG”, on the New York Stock Exchange, which the Company expects to be effective on or about September 7, 2022.
The foregoing description of the Charter Amendment, the Restated Charter and the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, the Restated Charter and the Amended and Restated Bylaws, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Exhibit Title or Description | |
| 3.1 | Certificate of Amendment to Second Restated Certificate of Incorporation of Callaway Golf Company | |
| 3.2 | Third Restated Certificate of Incorporation of Topgolf Callaway Brands Corp. | |
| 3.3 | Eighth Amended and Restated Bylaws of Topgolf Callaway Brands Corp. | |
| 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.
| TOPGOLF CALLAWAY BRANDS CORP. | ||||||
| Date: September 6, 2022 | By: | /s/ Sarah Kim | ||||
| Name: | Sarah Kim | |||||
| Title: | Vice President, General Counsel and | |||||
| Corporate Secretary | ||||||