Item 5.07 Submission of Matters to a Vote of Security Holders
On March 3, 2021, at the Special Meeting of Stockholders of Callaway Golf
Company (the "Company"), held virtually (the "Special Meeting"), the Company's
stockholders approved the following proposals, each of which is described in the
Company's proxy statement/prospectus/consent solicitation contained in the
registration statement on Form S-4 initially filed with the Securities and
Exchange Commission (the "SEC") on November 24, 2020 and declared effective by
the SEC on January 28, 2021 (the "Proxy Statement") in connection with the
transactions contemplated by the Agreement and Plan of Merger, dated as of
October 27, 2020 (the "Merger Agreement"), by and among the Company, Topgolf
International, Inc. ("Topgolf") and 51 Steps, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company ("Merger Sub"), pursuant to which the
Company will acquire Topgolf by way of a merger of Merger Sub with and into
Topgolf, with Topgolf surviving as a wholly-owned subsidiary of the Company.
As of January 8, 2021, the record date for the Special Meeting, there were
94,202,240 shares of common stock of the Company outstanding, each of which was
entitled to one vote for each proposal at the Special Meeting. At the Special
Meeting, a total of 68,045,114 shares of common stock, representing
approximately 72.2% of the shares outstanding and entitled to vote at the
Special Meeting, were present in person or represented by proxy, constituting a
quorum to conduct business. At the Special Meeting, the Company's stockholders
considered two proposals, each of which is described in more 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: To approve the issuance of shares of common stock of the Company to
stockholders of Topgolf, pursuant to the terms of the Merger Agreement.
The Company's stockholders approved the issuance of shares of common stock of
the Company to stockholders of Topgolf, pursuant to the terms of the Merger
Agreement. The following sets forth the results of the voting with respect to
this proposal:
Shares Voted
For Against Abstentions Broker Non-Votes
67,836,939 41,733 166,442
0
Proposal 2: To consider and vote upon an adjournment of the Special Meeting, if
necessary, to solicit additional proxies if there are not sufficient votes in
favor of Proposal No. 1.
The Company's stockholders approved an adjournment of the Special Meeting, if
necessary, to solicit additional proxies if there are not sufficient votes in
favor of Proposal No. 1. The following sets forth the results of the voting with
respect to this proposal:
Shares Voted
For Against Abstentions Broker Non-Votes
63,406,622 3,785,607 852,885 0
No other items were presented for stockholder approval at the Special Meeting.
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