Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The terms of the 2022 Incentive Plan provide for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, dividend equivalents, cash-based awards and other incentives payable in cash or shares of the Company's common stock. Subject to certain adjustments, as set forth in the 2022 Incentive Plan, the 2022 Incentive Plan provides for the issuance of up to 16,000,000 shares of common stock. Additionally, subject to certain limitations, the share reserve may be increased by the number of shares subject to awards granted under the 2022 Incentive Plan and certain outstanding awards under the 2004 Incentive Plan that, in each case, expire or lapse, or are forfeited by the holder or repurchased by the Company at a price no greater than the price paid by the participant, or tendered by the holder or withheld by the Company to satisfy any tax withholding obligation. Shares issued under the 2022 Incentive Plan may be authorized but unissued shares, issued shares reacquired by the Company or treasury shares, or shares held in trust for issuance under the 2022 Incentive Plan. In no event will more than 16,000,000 shares of common stock be issuable pursuant to the exercise of incentive stock options under the 2022 Incentive Plan during its ten-year term.
The 2022 Incentive Plan will be administered by the
The 2022 Incentive Plan contains a minimum vesting requirement, subject to limited exceptions, that awards made pursuant to the 2022 Incentive Plan may not vest earlier than the date that is one year following the grant date of the award.
The 2022 Incentive Plan also contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements.
The 2022 Incentive Plan may be amended or terminated by the Board at any time,
subject to certain limitations requiring stockholder consent or the consent of
the participant. In addition, the Administrator may not, without the approval of
the Company's stockholders, authorize certain re-pricings of any outstanding
option or stock appreciation right granted under the 2022 Incentive Plan. The
2022 Incentive Plan will expire on
A more detailed description of the 2022 Incentive Plan is set forth in the
section entitled "Proposal No. 4 - Approval of the
--------------------------------------------------------------------------------
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.
Proposal 1: Annual Election of Directors
The voting results for the annual election of directors are as follows:
Shares Voted Broker Name of Candidate For Against Abstain Non-Votes Oliver G. (Chip) Brewer III 129,833,566 852,380 53,411 22,853,196 John F. Lundgren 126,184,059 4,485,867 69,431 22,853,196 Erik J Anderson 129,457,400 1,191,363 90,594 22,853,196 Samuel H. Armacost 126,578,677 4,088,178 72,502 22,853,196 Scott H. Baxter 128,397,807 2,270,728 70,822 22,853,196 Thomas G. Dundon 129,711,118 884,535 143,704 22,853,196 Laura J. Flanagan 128,446,917 2,189,743 102,697 22,853,196 Russell L. Fleischer 129,551,227 1,115,818 72,312 22,853,196 Bavan M. Holloway 129,798,537 769,995 170,825 22,853,196 Scott M. Marimow 127,613,807 2,735,359 390,191 22,853,196 Adebayo O. Ogunlesi 126,884,720 3,785,042 69,595 22,853,196 Varsha R. Rao 129,850,985 781,052 107,320 22,853,196 Linda B. Segre 127,638,423 3,010,112 90,822 22,853,196 Anthony S. Thornley 127,498,347 3,166,792 74,218 22,853,196
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 151,742,156 1,803,305 47,092
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 91,694,337 38,888,174 156,846 22,853,196
--------------------------------------------------------------------------------
Proposal 4: 2022 Incentive Plan
The Company's shareholders approved the 2022 Incentive Plan. The following sets forth the results of the voting with respect to this proposal:
Shares Voted For Against Abstentions Broker Non-Votes 126,688,097 3,854,355 196,905 22,853,196
No other items were presented for shareholder approval at the Annual Meeting.
Item 8.01 Other Events.
On
A copy of the news release containing further details is attached as Exhibit 99.1 and incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1Callaway Golf Company 2022 Incentive Plan (incorporated by reference to Appendix B to the Company's definitive proxy statement, filed with the Commission onApril 8, 2022 ) 99.1 Press Release datedMay 26, 2022 captioned "Callaway Golf Company Announces New$100 Million Stock Repurchase Program" 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source