Edgar Filing: CALLAWAY GOLF CO

Date: February 10, 2017

CALLAWAY GOLF COMPANY

/s/ Brian P. Lynch

Brian P. Lynch

Senior Vice President, General Counsel and Corporate Secretary

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): February 6, 2017

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 No.)

(I.R.S. Employer
Identification No.)

2180 Rutherford Road

Carlsbad, California 92008-7328

(Address of Principal Executive Offices, Including Zip Code)

(760) 931-1771

(Registrant’s Telephone Number, Including Area Code)

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 5.02

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

On February 6, 2017, Richard L. Rosenfield notified the Board of Directors (the “Board”) of Callaway Golf Company (the “Company”) 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 2017 annual meeting of shareholders (the “Annual Meeting”). Upon the expiration of Mr. Rosenfield’s current term, the size of the Board will be reduced from nine to eight directors. Mr. Rosenfield will continue to serve as a member of the Board and as a member of the Compensation Committee and Nominating and Corporate Governance Committee until the Annual Meeting and then will remain involved with the Company as a Director Emeritus. Mr. Rosenfield’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.

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.