Form 8-K

 

 

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 23, 2012

 

 

CALLAWAY GOLF COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   1-10962   95-3797580

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2180 RUTHERFORD ROAD,

CARLSBAD, CALIFORNIA

  92008-7328
(Address of principal executive offices)   (Zip Code)

(760) 931-1771

Registrant’s telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report)

 

 

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))

 

 

 


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

The Callaway Golf Company (the “Company”) 2012 Annual Meeting of Shareholders was held on May 23, 2012. Of the 65,029,855 shares of the Company’s common stock outstanding as of the record date, 59,661,160 shares were represented at the 2012 Annual Meeting of Shareholders.

A description of each matter voted upon at the 2012 Annual Meeting of Shareholders is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2012. 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.

 

  (1) The voting results for the annual election of directors are as follows:

 

Director Nominee

  

For

  

Withhold All

  

Broker Non Votes

Oliver G. Brewer, III

   46,788,045    2,304,968    10,568,147

Samuel H. Armacost

   38,157,167    10,935,846    10,568,147

Ronald S. Beard

   38,260,123    10,832,890    10,568,147

John C. Cushman, III

   38,332,503    10,760,510    10,568,147

Yotaro Kobayashi

   46,766,570    2,326,443    10,568,147

John F. Lundgren

   38,348,278    10,744,735    10,568,147

Adebayo O. Ogunlesi

   46,963,167    2,129,846    10,568,147

Richard L. Rosenfield

   38,086,197    11,006,816    10,568,147

Anthony S. Thornley

   46,831,357    2,261,656    10,568,147

 

  (2) The voting results for the ratification, on an advisory basis, of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 are as follows:

 

For

  

Against

  

Abstain

59,194,716

   445,391    21,053

 

  (3) The voting results for the approval, on an advisory basis, of the compensation of the Company’s named executive officers are as follows:

 

For

  

Against

  

Abstain

  

Broker Non Votes

38,533,053

   10,475,432    84,528    10,568,147

No other items were presented for shareholder approval at the 2012 Annual Meeting of Shareholders.


SIGNATURE

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

Date: May 25, 2012

 

CALLAWAY GOLF COMPANY
By:  

/s/ Brian P. Lynch

Name:   Brian P. Lynch
Title:   Vice President and Corporate Secretary