8-K
CALLAWAY GOLF CO DE CA false 0000837465 0000837465 2020-03-05 2020-03-05

 

 

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

March 5, 2020

Date of Report (Date of earliest event reported)

 

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 (see General Instruction A.2. below):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

 

ELY

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


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

On March 5, 2020, Ronald S. Beard notified the Board of Directors (the “Board”) of Callaway Golf Company (the “Company”) and the Company’s management that he plans to retire from the Board at the end of his current term and will not stand for re-election at the Company’s 2020 annual meeting of shareholders (the “Annual Meeting”). Upon the expiration of Mr. Beard’s current term, the size of the Board will be reduced from eleven to ten directors. Mr. Beard will continue to serve as Chairman of the Board and as a member of the Audit Committee, Compensation and Management Succession Committee and the Nominating and Corporate Governance Committee until the Annual Meeting. Mr. Beard’s decision not to stand for re-election was not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.

The Company extends its deepest gratitude to Mr. Beard for his distinguished service to the Board and his profound and lasting contributions to the Company.


SIGNATURES

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: March 6, 2020

 

 

CALLAWAY GOLF COMPANY

             

 

 

By:

 

/s/ Sarah Kim

 

 

 

Sarah Kim

 

 

 

Vice President, General Counsel and Corporate Secretary