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CALLAWAY GOLF COMPANY

(ELY)
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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

Shares Voted
For Against Abstain Broker Non-
Votes

Oliver G. (Chip) Brewer III

148,068,032 1,001,600 64,798 10,919,996

John F. Lundgren

146,555,904 2,503,444 75,082 10,919,996

Erik J Anderson

147,247,792 1,817,270 69,368 10,919,996

Samuel H. Armacost

146,804,528 2,255,303 74,599 10,919,996

Scott H. Baxter

148,572,876 483,930 77,624 10,919,996

Thomas G. Dundon

148,735,765 294,593 104,072 10,919,996

Laura J. Flanagan

148,649,883 382,897 101,650 10,919,996

Russell L. Fleischer

148,898,679 161,555 74,196 10,919,996

Scott M. Marimow

147,906,894 1,064,667 162,869 10,919,996

Adebayo O. Ogunlesi

147,311,398 1,748,481 74,551 10,919,996

Linda B. Segre

147,832,908 1,230,492 71,030 10,919,996

Anthony S. Thornley

145,125,774 3,935,410 73,246 10,919,996

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:

Shares Voted

For

Against

Abstentions

159,028,212

953,565 72,649

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

147,289,997

1,708,634 135,799 10,919,996

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:

Shares Voted

For

Against

Abstentions

159,106,524

807,312 140,590

No other items were presented for shareholder approval at the Annual Meeting.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Callaway Golf Company
3.2 Second Restated Certificate of Incorporation of Callaway Golf Company
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Disclaimer

Callaway Golf Company published this content on 20 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2021 20:08:07 UTC.


© Publicnow 2021
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Financials (USD)
Sales 2021 2 837 M - -
Net income 2021 223 M - -
Net cash 2021 1 286 M - -
P/E ratio 2021 24,1x
Yield 2021 0,04%
Capitalization 5 850 M 5 850 M -
EV / Sales 2021 1,61x
EV / Sales 2022 1,35x
Nbr of Employees 4 200
Free-Float 78,5%
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Mean consensus BUY
Number of Analysts 10
Last Close Price 31,68 $
Average target price 37,90 $
Spread / Average Target 19,6%
EPS Revisions
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Oliver G. Brewer President, Chief Executive Officer & Director
Brian P. Lynch Chief Financial & Legal Officer, Executive VP
John F. Lundgren Chairman
Alan Hocknell Senior Vice President-Research & Development
Mark F. Leposky Executive Vice President-Global Operations
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