Form 8-K CALLAWAY GOLF CO For: May 11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2016

 

 

CALLAWAY GOLF COMPANY

(Exact name of registrant as specified in its charter)

 

 

Commission File No. 1-10962

 

DELAWARE				95-3797580
(State or other jurisdiction of incorporation)				(I.R.S. Employer Identification No.)

2180 Rutherford Road, Carlsbad, CA 92008-7328

(Address of principal executive offices) (Zip Code)

(760) 931-1771

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: NOT APPLICABLE

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 11, 2016, the Company’s shareholders approved three proposals at the Annual Meeting. Of the 94,053,626 shares of the Company’s Common Stock outstanding as of the record date, 83,814,056 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 (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:

 

Name of Candidate		Shares Voted
		For				Authority Withheld				Broker Non-Votes
Oliver G. (Chip) Brewer III			71,651,861				405,169				11,757,026
Ronald S. Beard			70,833,508				1,223,522				11,757,026
Samuel H. Armacost			70,808,951				1,248,079				11,757,026
John C. Cushman, III			70,811,341				1,245,689				11,757,026
John F. Lundgren			70,969,307				1,087,723				11,757,026
Adebayo O. Ogunlesi			71,711,937				345,093				11,757,026
Richard L. Rosenfield			70,814,014				1,243,016				11,757,026
Linda B. Segre			70,632,675				1,424,355				11,757,026
Anthony S. Thornley			71,622,284				434,746				11,757,026

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 ended December 31, 2016. The following sets forth the results of the voting with respect to this proposal:

 

		Shares Voted
For		Against		Abstentions
83,287,488		445,504		81,064

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
69,153,227		2,400,013		503,790		11,757,026

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				CALLAWAY GOLF COMPANY
Date: May 13, 2016				By:		/s/ Brian P. Lynch
				Name:		Brian P. Lynch
				Title:		Senior Vice President, General Counsel and Corporate Secretary

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