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

    6/2/25 5:29:01 PM ET
    $MODG
    Recreational Games/Products/Toys
    Consumer Discretionary
    Get the next $MODG alert in real time by email
    8-K
    DE CA false 0000837465 0000837465 2025-05-29 2025-05-29
     
     

    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 29, 2025

    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 5.02

    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    On May 29, 2025, Topgolf Callaway Brands Corp. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders approved, among other items, the Company’s amended and restated 2022 Incentive Plan (the “Restated Plan”). The Restated Plan was approved by the Company’s Board of Directors (the “Board”) on March 27, 2025, and it became effective on the date of the Annual Meeting.

    The Restated Plan provides for an increase of 13,500,000 shares available for issuance under the Restated Plan over the number of shares of the Company’s common stock available for issuance under the Company’s 2022 Incentive Plan in effect prior to the amendment and restatement. Grants under the Restated Plan of stock options and stock appreciation rights will continue to reduce the shares available under the Restated Plan on a one-for-one basis. The number of shares authorized for issuance under the Restated Plan will continue to be decreased by 2.0 shares for each share issued pursuant to awards other than an option or stock appreciation right (or other award subject to an exercise price, strike price or similar concept) (a “full value award”) under the Restated Plan’s fungible share ratio.

    Under the Restated Plan, no more than 30,000,000 shares may be issued upon the exercise of incentive stock options (“ISOs”). In addition, no ISOs may be granted under the Restated Plan after the date that is 10 years following the earlier of (1) the date the Board approved the Restated Plan or (2) the date the shareholders approved the Restated Plan. The Restated Plan will continue until terminated in accordance with its terms.

    A more detailed description of the Restated Plan is set forth in the section entitled “Proposal No. 4 - Approval of the Amendment and Restatement of the 2022 Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 16, 2025 (the “Proxy Statement”). The foregoing description of the Restated Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Plan, which is filed as Appendix B to the Proxy Statement and is incorporated herein by reference.

     

    Item 5.07

    Submission of Matters to a Vote of Security Holders.

    On May 29, 2025, shareholders of the Company approved four proposals at its Annual Meeting. Of the 183,749,328 shares of the Company’s common stock outstanding as of the record date, 159,081,706 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:

     

         Shares Voted  
    Name of Candidate    For      Against      Abstain      Broker
    Non-Votes
     

    Oliver G. (Chip) Brewer III

         136,988,354        811,006        394,875        20,887,471  

    John F. Lundgren

         135,284,683        2,791,055        118,497        20,887,471  

    Erik J Anderson

         136,287,184        1,470,708        436,343        20,887,471  

    Russell L. Fleischer

         136,153,307        1,599,759        441,169        20,887,471  

    Bavan M. Holloway

         137,015,722        1,065,590        112,923        20,887,471  

    Scott M. Marimow

         135,467,081        2,284,242        442,912        20,887,471  

    Adebayo O. Ogunlesi

         131,003,668        7,071,938        118,629        20,887,471  

    Varsha R. Rao

         136,050,562        2,036,139        107,534        20,887,471  

    Linda B. Segre

         135,074,232        2,819,503        300,500        20,887,471  

    Anthony S. Thornley

         135,401,908        2,504,303        288,024        20,887,471  

    C. Matthew Turney

         134,120,211        3,821,839        252,185        20,887,471  


    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, 2025. The following sets forth the results of the voting with respect to this proposal:

     

    Shares Voted

    For

     

    Against

     

    Abstentions

    157,162,093   1,612,598   307,015

    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

    135,582,960   2,383,329   227,946   20,887,471

    Proposal 4: Approval of Amendment and Restatement of 2022 Incentive Plan

    The Company’s shareholders approved the Restated Plan. The following sets forth the results of the voting with respect to this proposal:

     

    Shares Voted

    For

     

    Against

     

    Abstentions

     

    Broker Non-Votes

    135,623,046   2,412,791   158,398   20,887,471

    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 2, 2025     By:  

    /s/ Heather D. McAllister

        Name:   Heather D. McAllister
        Title:  

    Senior Vice President, General Counsel and

    Corporate Secretary

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