Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 21, 2019, Callaway Golf Company (the "Company") announced the
appointment of Scott H. Baxter to the Company's board of directors, with an
initial term expiring at the 2020 annual meeting of the Company's stockholders.
The board of directors of the Company has determined that Mr. Baxter is
independent under applicable standards.
Mr. Baxter, age 55, is currently the President and Chief Executive Officer and a
member of the Board of Directors of Kontoor Brands, Inc., a global lifestyle
apparel company. He was named Chief Executive Officer in August 2018 when VF
Corporation announced its intention to separate its Jeanswear organization into
an independent, publicly traded company. Mr. Baxter has more than 30 years of
business experience, including significant experience in the apparel industry.
Prior to becoming the CEO of Kontoor Brands, he was Group President, Americas
West, for VF Corporation and was responsible for overseeing brands such as The
North Face® and Vans®. In 2008, Mr. Baxter was named Coalition President for the
Imagewear coalition, which comprised the Image and Licensed Sports Group
divisions. Prior to joining VF, he served in other leadership roles, including
at The Home Depot Company, Nestle and PepsiCo. Mr. Baxter holds a B.A. in
History from the University of Toledo and an MBA from Northwestern University's
Kellogg Graduate School of Management.
Mr. Baxter received an initial award of restricted stock units with a market
value of $50,000, effective on the date of his appointment to the board of
directors. The award is scheduled to vest on the earlier of the first
anniversary of the grant date or the date of the next annual meeting of the
Company's stockholders if he does not stand for re-election, provided he is
serving on the board on such vesting date. Mr. Baxter will also receive annual
cash compensation in accordance with the Company's standard compensation program
for non-employee directors. In addition, Mr. Baxter entered into the Company's
standard form of indemnification agreement for non-employee directors, a copy of
which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
There are no other arrangements or understandings between Mr. Baxter and any
other person pursuant to which he was selected to serve on the board of
directors. Mr. Baxter has no family relationship (within the meaning of
Item 401(d) of Regulation S-K) with any director, executive officer or person
nominated or chosen by the Company to become a director or executive officer.
There are no transactions in which the Company is or was a participant and in
which Mr. Baxter or any of his immediate family members (within the meaning of
Item 404 of Regulation S-K) had or will have a direct or indirect material
interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On November 21, 2019, the Company issued a press release captioned "Scott H.
Baxter Named to Board of Directors of Callaway Golf Company." A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated herein by this
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Indemnification Agreement, dated November 21, 2019, between the
Company and Scott H. Baxter
Exhibit 99.1 Press release, dated November 21, 2019, captioned "Scott H.
Baxter Named to Board of Directors of Callaway Golf Company"
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
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