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OFFON

CALLAWAY GOLF COMPANY

(ELY)
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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)

05/20/2021 | 04:08pm EDT

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

Year.

On May 19, 2021, Callaway Golf Company (the "Company") held its 2021 annual meeting of shareholders (the "Annual Meeting") at which the Company's shareholders approved, among other things, an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000 (the "Amendment"). In connection with the approval of the Amendment, the Company filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 19, 2021.

On May 19, 2021, following the filing of the Certificate of Amendment, the Company filed with the Secretary of State of the State of Delaware a Second Restated Certificate of Incorporation (the "Second Restated Certificate") that combined into one document the Company's prior Restated Certificate of Incorporation, as amended by the Amendment. The filing of the Second 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 and the Second Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment and the Second Restated Certificate, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

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

On May 19, 2021, the Company's shareholders approved four proposals at the Annual Meeting. Of the 184,671,923 shares of the Company's common stock outstanding as of the record date, 160,054,426 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
                                                                  Broker Non-
Name of Candidate                 For        Against    Abstain      Votes
Oliver G. (Chip) Brewer III   148,068,032   1,001,600   64,798    10,919,996
John F. Lundgren              146,555,904   2,503,444   75,082    10,919,996
Erik J Anderson               147,247,792   1,817,270   69,368    10,919,996
Samuel H. Armacost            146,804,528   2,255,303   74,599    10,919,996
Scott H. Baxter               148,572,876    483,930    77,624    10,919,996
Thomas G. Dundon              148,735,765    294,593    104,072   10,919,996
Laura J. Flanagan             148,649,883    382,897    101,650   10,919,996
Russell L. Fleischer          148,898,679    161,555    74,196    10,919,996
Scott M. Marimow              147,906,894   1,064,667   162,869   10,919,996
Adebayo O. Ogunlesi           147,311,398   1,748,481   74,551    10,919,996
Linda B. Segre                147,832,908   1,230,492   71,030    10,919,996
Anthony S. Thornley           145,125,774   3,935,410   73,246    10,919,996

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

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, 2021. The following sets forth the results of the voting with respect to this proposal:




           Shares Voted
    For       Against   Abstentions
159,028,212   953,565     72,649


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
147,289,997   1,708,634     135,799        10,919,996

Proposal 4: Amendment to the Restated Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock

The Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000. The following sets forth the results of the voting with respect to this proposal:




           Shares Voted
    For       Against   Abstentions
159,106,524   807,312     140,590


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 Restated Certificate of
                  Incorporation of Callaway Golf Company

    3.2             Second Restated Certificate of Incorporation of Callaway Golf
                  Company

    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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