Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 6, 2021, Callaway Golf Company (the "Company") announced the
appointment of Bavan M. Holloway to the Company's board of directors, with an
initial term expiring at the 2022 annual meeting of the Company's stockholders.
The board of directors of the Company has determined that Ms. Holloway is
independent under applicable standards.
Ms. Holloway, age 57, has over 30 years of broad finance and audit experience in
complex and highly regulated business environments. She previously served as
Vice President of Corporate Audit for The Boeing Company, among other senior
finance roles, until her retirement in April 2020. Prior to joining Boeing in
May 2002, Ms. Holloway spent 16 years at KPMG LLP primarily serving financial
clients in Chicago and New York. She currently serves on the boards of directors
of T-Mobile US, Inc. and TPI Composites Inc. Ms. Holloway holds a bachelor's
degree in business administration from the University of Tulsa and a master's
degree in financial markets and trading from the Illinois Institute of
Technology. In October 2021, Ms. Holloway also received her CERT Certificate in
Cybersecurity Oversight from the Carnegie Mellon University Software Engineering
Institute.
Ms. Holloway received an initial award of restricted stock units with a market
value of $52,084, effective on the date of her 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 she does not stand for re-election, provided she is
serving on the board on such vesting date. Ms. Holloway will also receive annual
cash compensation in accordance with the Company's standard compensation program
for non-employee directors. In addition, Ms. Holloway 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 Ms. Holloway and any
other person pursuant to which she was selected to serve on the board of
directors. Ms. Holloway 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 Ms. Holloway or any of her 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 December 6, 2021, the Company issued a press release captioned "Bavan M.
Holloway 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 December 6, 2021, between the
Company and Bavan M. Holloway
Exhibit 99.1 Press release, dated December 6, 2021, captioned "Bavan M.
Holloway 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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