Callaway Golf holders back board and pay plan

Callaway Golf Company reported results from its 2026 Annual Meeting of Shareholders and related board actions.

Rhea-AI Filing Summary

Callaway Golf Company reported results from its 2026 Annual Meeting of Shareholders and related board actions. Thomas G. Dundon and Mark D. Mandel were elected to the Board and each entered into the Company’s standard indemnification agreement for non-employee directors, which covers legal expenses and liabilities arising from service, with expense advances subject to possible reimbursement after final determinations.

Shareholders voted on three proposals. Of the 181,976,071 common shares outstanding as of the record date, 160,373,469 were represented at the meeting. All nominated directors were elected with strong majorities; for example, Mark D. Mandel received 145,294,838 votes for and 594,819 against. Shareholders ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, with 156,259,310 votes for and 3,553,082 against. On an advisory basis, shareholders also approved executive compensation, with 136,918,067 votes for and 8,942,872 against.

8-K Event Classification

3 items: 1.01, 5.07, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding: 181,976,071 shares Shares represented: 160,373,469 shares Auditor ratification for votes: 156,259,310 shares +3 more

6 metrics

Shares outstanding 181,976,071 shares Common stock outstanding as of the record date for the 2026 Annual Meeting

Shares represented 160,373,469 shares Shares represented at the 2026 Annual Meeting of Shareholders

Auditor ratification for votes 156,259,310 shares Votes for ratifying Deloitte & Touche LLP as auditor for year ending December 31, 2026

Executive compensation for votes 136,918,067 shares Votes for approving executive compensation on an advisory basis

Executive compensation against votes 8,942,872 shares Votes against approving executive compensation on an advisory basis

Director vote example 145,294,838 shares for Votes for director nominee Mark D. Mandel in Proposal 1

Key Terms

Indemnification Agreement, broker non-votes, independent registered public accounting firm, advisory basis, +1 more

5 terms

Indemnification Agreement regulatory

"each of Mr. Dundon and Mr. Mandel entered into the Company’s standard form of indemnification agreement for non-employee directors"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

broker non-votes financial

"The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis regulatory

"The Company’s shareholders ratified, on an advisory basis, the Audit Committee’s appointment"

General Corporation Law of the State of Delaware regulatory

"to the fullest extent permitted by the General Corporation Law of the State of Delaware, the Company agrees to indemnify the applicable director"

A state-level statutory framework that acts like a widely used rulebook for how corporations are formed, governed, and dissolved in Delaware. It sets binding rules on directors’ powers, shareholder rights, mergers, and fiduciary duties, and matters to investors because it creates predictable legal outcomes and clear governance standards—like playing a game with well-known rules—affecting control, takeover risk, and the protection of shareholder interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Callaway Golf (CALY) announce from its 2026 annual meeting?

Callaway Golf reported results of its 2026 Annual Meeting. Shareholders elected all director nominees, ratified Deloitte & Touche LLP as auditor for 2026, and approved executive compensation on an advisory basis, confirming support for the company’s board and pay practices.

Were Thomas Dundon and Mark Mandel elected to Callaway Golf’s board?

Yes. Thomas G. Dundon and Mark D. Mandel were elected to Callaway Golf’s Board on May 21, 2026. Both also entered the company’s standard indemnification agreements for non-employee directors, covering certain legal expenses and liabilities related to their board service.

How many Callaway Golf shares were represented at the 2026 shareholder meeting?

A total of 160,373,469 Callaway Golf common shares were represented at the 2026 Annual Meeting. This compares to 181,976,071 shares outstanding as of the record date, indicating a high level of shareholder participation in the governance process and key votes.

Did Callaway Golf shareholders approve the 2026 auditor appointment?

Yes. Shareholders ratified the Audit Committee’s appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 156,259,310 votes for, 3,553,082 against, and 561,077 abstentions, indicating broad support for the existing audit relationship.

How did Callaway Golf shareholders vote on executive compensation in 2026?

Shareholders approved Callaway Golf’s executive compensation on an advisory basis. The vote totaled 136,918,067 shares for, 8,942,872 against, 585,222 abstentions, and 13,927,308 broker non-votes, suggesting general shareholder support for the company’s named executive officer pay programs.

What is included in Callaway Golf’s director indemnification agreements?

The indemnification agreements require Callaway Golf to indemnify directors to the fullest extent allowed under Delaware law. They cover expenses, liabilities, and losses from legal proceedings related to service, with advance payment of expenses subject to potential reimbursement after final determinations on entitlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 05/26/2026 - 04:39 PM Learn about SEC filing dates

false 0000837465 0000837465 2026-05-21 2026-05-21

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

May 21, 2026

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		(Commission		(IRS Employer
of incorporation)		File Number)		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		CALY		The 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 1.01 Entry into a Material Definitive Agreement.

On May 21, 2026, each of Thomas G. Dundon and Mark D. Mandel were elected to the Board of Directors (“Board”) of Callaway Golf Company (the “Company”) at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Following the election, also on May 21, 2026, the Company and each of Mr. Dundon and Mr. Mandel entered into the Company’s standard form of indemnification agreement for non-employee directors (each. an “Indemnification Agreement”). Under each Indemnification Agreement, to the fullest extent permitted by the General Corporation Law of the State of Delaware, the Company agrees to indemnify the applicable director against any threatened, pending or completed action, suit or proceeding, by reason of his status as a current or former director, employee or agent of the Company or any other entity on behalf of which he is or was serving at the request of the Company or any subsidiary of the Company, and against any expense, liability and loss (including attorneys’ fees), judgments, fines and amounts paid in settlement actually or reasonably incurred by the applicable director in connection with such action, suit or other proceeding. Each Indemnification Agreement also provides for, among other things, the advancement by the Company of expenses incurred by the applicable director in such action, suit or other proceeding, subject to reimbursement by the applicable director of such advanced expenses in the event he is ultimately determined, after final disposition of an action, suit or proceeding, not to be entitled to indemnification. In addition, each Indemnification Agreement provides procedures for the determination of the applicable director’s right to receive indemnification and the advancement of expenses.

The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 21, 2026, the Company’s shareholders approved three proposals at its Annual Meeting. Of the 181,976,071 shares of the Company’s common stock outstanding as of the record date, 160,373,469 shares were represented at the Annual Meeting.

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
Name of Candidate		For				Against				Abstain				Broker Non-Votes
Oliver G. (Chip) Brewer III			144,881,105				1,012,437				552,619				13,927,308
John F. Lundgren			141,187,733				4,702,183				556,245				13,927,308
Thomas G. Dundon			143,624,916				2,266,864				554,381				13,927,308
Russell L. Fleischer			143,052,952				2,837,157				556,052				13,927,308
Bavan M. Holloway			144,382,805				1,507,326				556,030				13,927,308
Mark D. Mandel			145,294,838				594,819				556,504				13,927,308
Adebayo O. Ogunlesi			136,193,872				9,691,484				560,805				13,927,308
Linda B. Segre			142,072,235				3,799,761				574,165				13,927,308
Anthony S. Thornley			142,124,785				3,763,640				557,736				13,927,308

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 Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The following sets forth the results of the voting with respect to this proposal:

Shares Voted
For		Against		Abstentions
156,259,310		3,553,082		561,077

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
136,918,067		8,942,872		585,222		13,927,308

No other items were presented for shareholder approval at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Title or Description
10.1		Indemnification Agreement, dated as of May 21, 2026, between the Company and Thomas G. Dundon
10.2		Indemnification Agreement, dated as of May 21, 2026, between the Company and Mark D. Mandel
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: May 26, 2026				By:		/s/ Heather D. McAllister
				Name:		Heather D. McAllister
				Title:		Senior Vice President, General Counsel and Corporate Secretary

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 45.0 KB
• EX-10.2 EX-10.2 44.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB