UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On March 3, 2021, at the Special Meeting of Stockholders of Callaway Golf Company (the “Company”), held virtually (the “Special Meeting”), the Company’s stockholders approved the following proposals, each of which is described in the Company’s proxy statement/prospectus/consent solicitation contained in the registration statement on Form S-4 initially filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2020 and declared effective by the SEC on January 28, 2021 (the “Proxy Statement”) in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of October 27, 2020 (the “Merger Agreement”), by and among the Company, Topgolf International, Inc. (“Topgolf”) and 51 Steps, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company will acquire Topgolf by way of a merger of Merger Sub with and into Topgolf, with Topgolf surviving as a wholly-owned subsidiary of the Company.
As of January 8, 2021, the record date for the Special Meeting, there were 94,202,240 shares of common stock of the Company outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 68,045,114 shares of common stock, representing approximately 72.2% of the shares outstanding and entitled to vote at the Special Meeting, were present in person or represented by proxy, constituting a quorum to conduct business. At the Special Meeting, the Company’s stockholders considered two proposals, each of which is described in more detail in the Proxy Statement.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
Proposal 1: To approve the issuance of shares of common stock of the Company to stockholders of Topgolf, pursuant to the terms of the Merger Agreement.
The Company’s stockholders approved the issuance of shares of common stock of the Company to stockholders of Topgolf, pursuant to the terms of the Merger Agreement. The following sets forth the results of the voting with respect to this proposal:
| Shares Voted | ||||||
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 67,836,939 |
41,733 |
166,442 |
0 | |||
Proposal 2: To consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1.
The Company’s stockholders approved an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1. The following sets forth the results of the voting with respect to this proposal:
| Shares Voted | ||||||
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 63,406,622 |
3,785,607 |
852,885 |
0 | |||
No other items were presented for stockholder approval at the Special Meeting.
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.
| CALLAWAY GOLF COMPANY | ||||||
| Date: March 3, 2021 | By: | /s/ Sarah Kim | ||||
| Sarah Kim | ||||||
| Vice President, General Counsel and Corporate Secretary | ||||||