UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 21, 2023, Samuel H. Armacost and Scott H. Baxter informed the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Topgolf Callaway Brands Corp. (the “Company”) that they do not intend to stand for reelection to the Board upon completion of their current terms at the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). Mr. Armacost is retiring after 20 years of service on the Board, and Mr. Baxter has decided not to stand for reelection for personal reasons. Neither director’s decision not to stand for reelection was due to any disagreement with the Company.
On February 22, 2023, the Board determined that, effective as of the 2023 Annual Meeting, the size of the Board will be reduced to 12 directors.
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.
| TOPGOLF CALLAWAY BRANDS CORP. | ||||||
| Date: February 23, 2023 | By: | /s/ Brian P. Lynch | ||||
| Name: | Brian P. Lynch | |||||
| Title: | Executive Vice President, Chief Financial Officer and Chief Legal Officer | |||||