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MarketScreener Homepage  >  Equities  >  Nyse  >  Callaway Golf Company    ELY

CALLAWAY GOLF COMPANY

(ELY)
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Delayed Quote. Delayed Nyse - 07/02 04:00:01 pm
16.98 USD   -2.86%
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CALLAWAY GOLF CO : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/15/2020 | 06:26am EDT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Restated Certificate of Incorporation

On May 12, 2020, Callaway Golf Company (the "Company") held its 2020 annual meeting of shareholders (the "Annual Meeting") at which the Company's shareholders approved, among other things, an amendment to the Company's Certificate of Incorporation to eliminate cumulative voting in the election of directors (the "Voting Amendment"). In connection with the approval of the Voting Amendment, the Company filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Certificate of Incorporation with the Secretary of State of the State of Delaware on May 12, 2020. On May 13, 2020, pursuant to approval by the Board of Directors of the Company (the "Board"), the Company also filed a Certificate of Change of Registered Agent and/or Registered Office with the Secretary of State of the State of Delaware to change the Company's registered agent to The Corporation Trust Company (the "Change of Registered Agent").

On May 14, 2020, following the filing of the Certificate of Amendment and the Change of Registered Agent, the Company filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation (the "Restated Certificate") that combined into one document the Company's prior Certificate of Incorporation, as amended and supplemented to date, including the Voting Amendment. The filing of the 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, Change of Registered Agent and the Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, Change of Registered Agent and the Restated Certificate, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.

Seventh Amended and Restated Bylaws

On May 12, 2020, upon the filing of the Certificate of Amendment, amendments to the Company's Sixth Amended and Restated Bylaws (as so amended, the "Seventh Amended and Restated Bylaws") became effective, (i) to provide for majority voting in uncontested elections of directors and plurality voting in contested elections, (ii) to include shareholder proxy access provisions, (iii) to include minor conforming changes in connection with the foregoing and (iv) to make other miscellaneous wording and technical amendments (collectively, the "Bylaw Amendments"). Specifically, with respect to proxy access provisions, a new Section 2.7 was added to permit a shareholder, or group of up to twenty shareholders, owning three percent or more of the Company's outstanding common stock continuously for at least the previous three years to include director candidates in the Company's annual meeting proxy materials, provided that the maximum number of shareholder-nominated candidates shall be equal to the greater of two or twenty percent of the number of directors then serving on the Board.

The foregoing description of the Bylaw Amendments and the Seventh Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Seventh Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.4 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2020, the Company's shareholders approved four proposals at the Annual Meeting. Of the 94,107,978 shares of the Company's common stock outstanding as of the record date, 82,341,701 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 (or withheld) 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           Withheld        Broker Non-Votes
Oliver G. (Chip) Brewer III     74,199,290       1,302,368              6,840,043
Samuel H. Armacost              73,308,584       2,193,074              6,840,043
Scott H. Baxter                 75,027,487         474,171              6,840,043
John C. Cushman, III            71,031,164       4,470,494              6,840,043
Laura J. Flanagan               74,451,189       1,050,469              6,840,043
Russell L. Fleischer            75,025,793         475,865              6,840,043
John F. Lundgren                73,591,812       1,909,846              6,840,043
Adebayo O. Ogunlesi             69,959,149       5,542,509              6,840,043
Linda B. Segre                  72,701,692       2,799,966              6,840,043
Anthony S. Thornley             71,784,657       3,717,001              6,840,043

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, 2020. The following sets forth the results of the voting with respect to this proposal:


            Shares Voted
   For        Against    Abstentions
80,826,042   1,456,014     59,645


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 74,537,763 858,982 104,913 6,840,043

Proposal 4: Amendment to the Certificate of Incorporation to Eliminate Cumulative Voting

The Company's shareholders approved an amendment to the Company's Certificate of Incorporation to eliminate cumulative voting in the election of directors. The following sets forth the results of the voting with respect to this proposal:

                     Shares Voted
   For        Against    Abstentions   Broker Non-Votes
65,571,662   9,853,242     76,754         6,840,043

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 Certificate of Incorporation of
                 Callaway Golf Company

   3.2             Certificate of Change of Registered Agent and/or Registered
                 Office

   3.3             Restated Certificate of Incorporation of Callaway Golf Company

   3.4             Seventh Amended and Restated Bylaws of Callaway Golf Company, as
                 amended and restated as of May 12, 2020

   104           Cover Page Interactive Data File - the cover page XBRL tags are
                 embedded within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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