Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
On
The foregoing description of the Certificate of Amendment and the Second Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment and the Second Restated Certificate, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
A description of each matter voted upon at the Annual Meeting is described in 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: Annual Election of Directors
The voting results for the annual election of directors are as follows:
Shares Voted Broker Non- Name of Candidate For Against Abstain Votes Oliver G. (Chip) Brewer III 148,068,032 1,001,600 64,798 10,919,996 John F. Lundgren 146,555,904 2,503,444 75,082 10,919,996 Erik J Anderson 147,247,792 1,817,270 69,368 10,919,996 Samuel H. Armacost 146,804,528 2,255,303 74,599 10,919,996 Scott H. Baxter 148,572,876 483,930 77,624 10,919,996 Thomas G. Dundon 148,735,765 294,593 104,072 10,919,996 Laura J. Flanagan 148,649,883 382,897 101,650 10,919,996 Russell L. Fleischer 148,898,679 161,555 74,196 10,919,996 Scott M. Marimow 147,906,894 1,064,667 162,869 10,919,996 Adebayo O. Ogunlesi 147,311,398 1,748,481 74,551 10,919,996 Linda B. Segre 147,832,908 1,230,492 71,030 10,919,996 Anthony S. Thornley 145,125,774 3,935,410 73,246 10,919,996
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company's shareholders ratified, on an advisory basis, the Audit Committee's
appointment of
Shares Voted For Against Abstentions 159,028,212 953,565 72,649
Proposal 3: Advisory Vote on Executive Compensation
The Company's shareholders approved, on an advisory basis, the compensation of the Company's named executive officers. The following sets forth the results of the voting with respect to this proposal:
Shares Voted For Against Abstentions Broker Non-Votes 147,289,997 1,708,634 135,799 10,919,996
Proposal 4: Amendment to the Restated Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock
The Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000. The following sets forth the results of the voting with respect to this proposal:
Shares Voted For Against Abstentions 159,106,524 807,312 140,590
No other items were presented for shareholder approval at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Restated Certificate of Incorporation ofCallaway Golf Company 3.2 Second Restated Certificate of Incorporation ofCallaway Golf Company 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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