Director exits as Topgolf Callaway (NYSE: MODG) trims board to 10

Rhea-AI Filing Summary

Topgolf Callaway Brands Corp. reported that director Scott M. Marimow resigned from its Board of Directors effective August 25, 2025. The company stated that his resignation was not due to any disagreement regarding its operations, policies, or practices, indicating it is considered a cooperative transition rather than a dispute.

Following his departure, on August 26, 2025 the Board decided to reduce its size to 10 directors, rather than appointing an immediate replacement. This change slightly streamlines the Board’s structure but does not, on its face, signal any shift in the company’s stated governance approach.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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

August 25, 2025

Date of Report (Date of earliest event reported)

TOPGOLF CALLAWAY BRANDS CORP.

(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		MODG		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 25, 2025, Scott M. Marimow notified Topgolf Callaway Brands Corp. (the “Company”) of his resignation as a director of the Company. Mr. Marimow’s decision to resign from the Board of Directors (the “Board”) was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following Mr. Marimow’s resignation, on August 26, 2025, the Board determined that the size of the Board would be reduced to 10 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: August 27, 2025				By:		/s/ Heather D. McAllister
				Name:		Heather D. McAllister
				Title:		Senior Vice President, General Counsel and Corporate Secretary

FAQ

What did Topgolf Callaway Brands Corp. (MODG) announce in this 8-K?

Topgolf Callaway Brands Corp. announced that director Scott M. Marimow resigned from its Board of Directors effective August 25, 2025, and that the Board subsequently reduced its size to 10 directors.

Why did Scott M. Marimow resign from the Topgolf Callaway (MODG) board?

The company stated that Scott M. Marimow’s decision to resign was not due to any disagreement with Topgolf Callaway Brands Corp. on matters relating to its operations, policies, or practices.

How did Scott M. Marimow’s resignation affect the size of the Topgolf Callaway (MODG) board?

After Scott M. Marimow resigned on August 25, 2025, the Board decided on August 26, 2025 to reduce its size to 10 directors instead of appointing a successor.

Does the Topgolf Callaway (MODG) director resignation involve a dispute with the company?

No. The company specifically stated that Scott M. Marimow’s resignation was not the result of any disagreement with Topgolf Callaway Brands Corp. regarding its operations, policies, or practices.

Who signed the report related to the Topgolf Callaway (MODG) board change?

The report was signed on behalf of Topgolf Callaway Brands Corp. by Heather D. McAllister, who serves as Senior Vice President, General Counsel and Corporate Secretary.