Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Restated Certificate of Incorporation
On
On
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
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
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.
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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
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation ofCallaway Golf Company 3.2 Certificate of Change of Registered Agent and/or Registered Office 3.3 Restated Certificate of Incorporation ofCallaway Golf Company 3.4 Seventh Amended and Restated Bylaws ofCallaway Golf Company , as amended and restated as ofMay 12, 2020 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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