Callaway Golf : Amendments to articles of incorporation/bylaws/change in fiscal year (Form 8-K)
05/20/2021 | 04:09pm EDT
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.
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-voteswith 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:
Name of Candidate
Oliver G. (Chip) Brewer III
John F. Lundgren
Erik J Anderson
Samuel H. Armacost
Scott H. Baxter
Thomas G. Dundon
Laura J. Flanagan
Russell L. Fleischer
Scott M. Marimow
Adebayo O. Ogunlesi
Linda B. Segre
Anthony S. Thornley
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:
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:
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:
No other items were presented for shareholder approval at the Annual Meeting.
Financial Statements and Exhibits.
Certificate of Amendment to the Restated Certificate of Incorporation of Callaway Golf Company
Second Restated Certificate of Incorporation of Callaway Golf Company
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.