SEC Form 8-K filed by Topgolf Callaway Brands Corp.

 

 

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 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		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 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