CALLAWAY GOLF COMPANY (NYSE:ELY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On May2, 2017, Callaway Golf Company (the Company) held its 2017
Annual Meeting of Shareholders (the Annual Meeting) at which the
Companys shareholders approved, among other items, the amendment
and restatement of the Callaway Golf Company Amended and Restated
2004 Incentive Plan (as amended prior to the Restated Plan, the
2004 Incentive Plan, and as amended and restated, the Restated
Plan).

The Restated Plan, among other items, (1)increases the number of
shares of common stock, par value $0.01 per share (the Common
Stock), of the Company available for issuance from 24,000,000
shares under the 2004 Incentive Plan to 33,000,000 shares under
the Restated Plan; (2)extends the term from May15, 2023 under the
2004 Incentive Plan to May2, 2027 under the Restated Plan;
(3)approves the material terms of performance measures in the
Restated Plan for purposes of the performance-based compensation
exemption in Section162(m) of the Internal Revenue Code; and
(4)provides certain share counting provisions setting forth the
circumstances in which shares subject to certain awards under the
Restated Plan which are subject to expiration, termination,
cancellation or cash settlement, or are reacquired, will be
returned to the share reserve and be available for future awards.
The Restated Plan is designed to (1)promote the long-term
interests of the Company and its shareholders by strengthening
the Companys ability to attract, motivate and retain employees,
officers, consultants, agents, advisors, independent contractors
and other persons who provide valuable services to the Company,
(2)encourage such persons to hold an equity interest in the
Company, and (3)enhance the mutuality of interest between such
persons and shareholders in improving the value of the Common
Stock.

The foregoing summary relating to the Restated Plan is qualified
in its entirety by reference to the full text of the Restated
Plan, a copy of which is attached as Appendix B to the Companys
definitive proxy statement on Schedule 14A, as filed with the
Securities and Exchange Commission on March22, 2017 (the Proxy
Statement) and incorporated by reference herein.

On May2, 2017, the Companys shareholders approved five proposals
at the Annual Meeting. Of the 93,793,899 shares of the Companys
Common Stock outstanding as of the record date, 82,161,577 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 (or withheld) 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:

Proposal 2: Ratification of Appointment of Independent
Registered Public Accounting Firm

The Companys shareholders ratified, on an advisory basis, the
Audit Committees appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017. The following sets forth the
results of the voting with respect to this proposal:

Proposal 3: Amendment and Restatement of the Amended and
Restated 2004 Incentive Plan

The Companys shareholders approved the amendment and restatement
of the Callaway Golf Company Amended and Restated 2004 Incentive
Plan. The following sets forth the results of the voting with
respect to this proposal:

Proposal 4: Advisory Vote on Executive Compensation

The Companys shareholders approved, on an advisory basis, the
compensation of the Companys named executive officers. The
following sets forth the results of the voting with respect to
this proposal:

Proposal 5: Advisory Vote on Frequency of Advisory Votes on
Future Executive Compensation

The Companys shareholders approved, on an advisory basis, to hold
future shareholder votes to approve the compensation of the
Companys named executive officers every year. The following sets
forth the results of the voting with respect to this proposal:

Based upon the results set forth in Proposal 5 above, the Company
currently intends to hold an advisory vote on the compensation of
its named executive officers every year.

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

About CALLAWAY GOLF COMPANY (NYSE:ELY)

Callaway Golf Company designs, manufactures and sells golf clubs, golf balls, golf bags and other golf-related accessories. The Company has two segments: the golf clubs segment and golf balls segment. The golf clubs segment consists of its woods, hybrids, irons and wedges and Odyssey putters. This segment also includes other golf-related accessories, royalties from licensing of the Company’s trademarks and service marks and sales of pre-owned golf clubs. The golf balls segment consists of the Company’s balls that are designed, manufactured and sold by the Company. The Company sells its products to retailers, directly and through its wholly owned subsidiaries, and to third-party distributors. The Company sells pre-owned golf products through its Website, www.callawaygolfpreowned.com. In addition, the Company sells Odyssey and its products direct to consumers through its Websites www.callawaygolf.com and www.odysseygolf.com.

CALLAWAY GOLF COMPANY (NYSE:ELY) Recent Trading Information

CALLAWAY GOLF COMPANY (NYSE:ELY) closed its last trading session up +0.80 at 12.93 with 4,757,433 shares trading hands.