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ELY > SEC Filings for ELY > Form 8-K on 17-May-2013All Recent SEC Filings

Show all filings for CALLAWAY GOLF CO | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CALLAWAY GOLF CO


17-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Se


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

Appointment of New Principal Accounting Officer. On May 14, 2013, the board of directors of Callaway Golf Company (the "Company") appointed Jennifer Thomas as Chief Accounting Officer, replacing Bradley J. Holiday in that capacity, effective May 20, 2013. Bradley J. Holiday continues to serve as the Company's Chief Financial Officer. In connection with her appointment, Ms. Thomas will enter into an employment agreement with the Company effective as of May 20, 2013 (the "Employment Agreement"). The Employment Agreement will provide for compensation consisting of, among other things, (1) an annual base salary of no less than $192,500, (2) an annual bonus based upon participation in the Company's applicable bonus plan, with a bonus target percentage equaling 30% of Ms. Thomas's annual base salary and (3) an opportunity to participate in the Company's applicable long term incentive programs.

Ms. Thomas, age 37, has served in various accounting roles with the Company since 2004, including controller since 2011. Prior to joining the Company, Ms. Thomas served as assistant controller for CIBER, Inc., a public company, and as a public accountant at KPMG, LLC, a nationally recognized accounting firm. Ms. Thomas is a Certified Public Accountant and has a B.A. in Economics with an emphasis in Accounting from the University of California, Santa Barbara.

There is no arrangement or understanding between Ms. Thomas and any other person pursuant to which she was appointed as Chief Accounting Officer. Ms. Thomas has no family relationship (within the meaning of Item 401(d) of Regulation S-K) with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. There has been no transaction since the beginning of the Company's last fiscal year, and there is no currently proposed transaction, in excess of $120,000 in which the Company is or was a participant and in which Ms. Thomas or any of her immediate family members (within the meaning of Item 404 of Regulation S-K) had or will have a direct or indirect material interest.

Shareholder Approval of Incentive Plans. On May 15, 2013, the Company held its 2013 Annual Meeting of Shareholders (the "Annual Meeting") at which the Company's shareholders approved, among other items, (1) an amendment to the Callaway Golf Company Amended and Restated 2004 Incentive Plan (the "2004 Incentive Plan") and (2) the Callaway Golf Company 2013 Non-Employee Directors Stock Incentive Plan (the "2013 Directors Plan").

The amendment to the 2004 Incentive Plan, among other items, (1) extends the term of the 2004 Incentive Plan from May 24, 2014 to May 15, 2023; (2) increases the number of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company available for issuance under the 2004 Incentive Plan from 17,500,000 shares to 24,000,000 shares; and (3) reapproves the performance measures in the 2004 Incentive Plan for purposes of the "performance-based compensation" exemption in Section 162(m) of the Internal Revenue Code. The 2004 Incentive Plan is designed to (1) promote the long-term interests of the Company and its shareholders by strengthening the Company's ability to attract, motivate and retain employees, officers, consultants, agents, advisors, independent contractors and other persons who provide valuable services to the Company,
(2) encourage such persons to hold an equity interest in the Company, and
(3) enhance the mutuality of interest between such persons and shareholders in improving the value of the Common Stock. The foregoing summary relating to the 2004 Incentive Plan is qualified in its entirety by reference to the full text of the 2004 Incentive Plan, a copy of which is attached as Appendix A to the Company's definitive proxy statement on Schedule 14A, as filed with the Commission on April 5, 2013 (the "Proxy Statement") and incorporated by reference herein.


The 2013 Directors Plan is designed to promote the interests of the Company and its shareholders by using investment interests in the Company to attract and retain highly qualified independent directors. The 2013 Directors Plan provides for the grant of nonqualified stock options, restricted stock awards, and restricted stock units that may be settled in cash or in shares of Common Stock. One million shares of Common Stock are reserved for issuance to non-employee directors of the Company in connection with awards granted or to be granted under the 2013 Directors Plan. Awards may be granted under the 2013 Directors Plan until May 15, 2023, whereupon the 2013 Directors Plan will terminate. The foregoing summary of the 2013 Directors Plan is qualified in its entirety by reference to the full text of the 2013 Directors Plan, a copy of which is attached as Appendix B to the Proxy Statement and incorporated by reference herein.



Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 15, 2013, the Company's shareholders approved five proposals at the Annual Meeting. Of the 71,088,443 shares of the Company's Common Stock outstanding as of the record date, 65,502,327 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:

                                                     Shares Voted
                                                       Authority         Broker
       Name of Candidate                 For            Withheld        Non-Votes
       Oliver G. (Chip) Brewer III     54,341,794        1,735,009       9,425,102
       Ronald S. Beard                 44,429,266       11,647,537       9,425,102
       Samuel H. Armacost              44,499,233       11,577,570       9,425,102
       John C. Cushman, III            44,572,788       11,504,015       9,425,102
       Yotaro Kobayashi                54,431,992        1,644,811       9,425,102
       John F. Lundgren                44,592,800       11,484,003       9,425,102
       Adebayo O. Ogunlesi             54,527,024        1,549,779       9,425,102
       Richard L. Rosenfield           44,276,033       11,800,770       9,425,102
       Anthony S. Thornley             54,148,837        1,927,966       9,425,102

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's shareholders ratified 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, 2013. The following sets forth the results of the voting with respect to this proposal:

                                      Shares Voted
                          For           Against       Abstentions
                        65,544,462       846,823           111,042


Proposal 3: Approval of the 2004 Incentive Plan

The Company's shareholders approved the amendment to the 2004 Incentive Plan. The following sets forth the results of the voting with respect to this proposal:

Shares Voted For Against Abstentions Broker Non-Votes 46,300,366 9,682,543 94,315 9,425,102

Proposal 4: Approval of the 2013 Directors Plan

The Company's shareholders approved the 2013 Directors Plan. The following sets forth the results of the voting with respect to this proposal:

                                       Shares Voted
                                                                    Broker
                  For            Against         Abstentions       Non-Votes
                45,488,794       10,486,933           101,497       9,425,102

Proposal 5: 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
                                                                    Broker
                  For            Against         Abstentions       Non-Votes
                42,689,956       13,280,429           106,840       9,425,102

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



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number                                Description

10.1               The 2004 Incentive Plan, incorporated herein by this reference to
                   Appendix A to the Company's definitive proxy statement on
                   Schedule 14A, as filed with the Commission on April 5, 2013.

10.2               The 2013 Directors Plan, incorporated herein by this reference to
                   Appendix B to the Company's definitive proxy statement on
                   Schedule 14A, as filed with the Commission on April 5, 2013.


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