Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

In accordance with the bylaws of Golfsmith International Holdings, Inc. (the "Company") on July 2, 2008, the Board of Directors (the "Board") elected Robert E. Allen to fill a vacancy on the Board. There are no arrangements or understandings between Mr. Allen and the Company or any other persons pursuant to which he was selected as a director. There are no transactions or proposed transactions to which the Company was or is a party in which Mr. Allen has a direct or indirect material interest. The Board determined that Mr. Allen is an independent director under applicable rules of Nasdaq Stock Market, Inc. ("Nasdaq") and the Securities and Exchange Commission and appointed Mr. Allen to the audit committee of the Board.

Item 8.01 Other Events.

Since Martin Hanaka accepted the position of interim chief executive officer of the Company on January 9, 2008, the Company has had only two independent directors on its audit committee and has not complied with the independence requirement as set forth in Nasdaq Marketplace Rule 4350 ("Rule 4350"). Rule 4350 requires a listed issuer to have an audit committee consisting of at least three independent directors.

Upon the appointment of Mr. Allen on July 2, 2008, the Company notified the Nasdaq Staff of this event and requested a determination that it had regained compliance with Rule 4350.

On July 2, 2008, the Company received a Staff Determination letter from Nasdaq stating that the Company had regained compliance with the requirements for continued listing and satisfied the audit committee requirements set forth in Rule 4350.

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