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

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

On July31, 2017, Callaway Golf Company (the “Company”) announced the appointment of Brian P. Lynch as Chief Financial Officer of the Company, effective immediately. Mr.Lynch also will continue in his role as Senior Vice President, General Counsel and Corporate Secretary. Mr.Lynch has served as Interim Chief Financial Officer since April 2017.

Mr.Lynch, 55, has served as Senior Vice President, General Counsel and Corporate Secretary since June 2012. Mr.Lynch is responsible for the Company’s legal, corporate governance and compliance functions. Mr.Lynch first joined Callaway in December 1999 as Senior Corporate Counsel and was appointed Associate General Counsel and Assistant Secretary in April 2005 and Vice President and Corporate Secretary in November 2008. Mr.Lynch has 30 years of experience handling legal, strategic, operational, and administrative matters for public and private entities. Mr.Lynch received a J.D. from the University of Pittsburgh and a B.A. in Economics from Franklin and Marshall College.

Mr.Lynch has no family relationship (within the meaning of Item 401(d) of Regulation S-K) with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. There has been no transaction since the beginning of the Company’s last fiscal year, and there is no currently proposed transaction, in excess of $120,000 in which the Company is or was a participant and in which Mr.Lynch or any of his immediate family members (within the meaning of Item 404 of Regulation S-K) had or will have a direct or indirect material interest.

In connection with his appointment, Mr.Lynch’s annual base salary was increased from $355,000 to $400,000, his target bonus percentage was increased from 55% to 65%, and his target long-term incentive award value was increased from $350,000 to $450,000, as such compensation elements are further described in the Company’s proxy statement for its 2017 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on March22, 2017. In addition, Mr.Lynch will receive a one-time grant of restricted stock units valued at $500,000, which will vest on the fifth anniversary of the date of grant.

On July31, 2017, the Company issued a press release captioned “Callaway Golf Company Appoints Brian Lynch as Chief Financial Officer.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 5.02 Financial Statements and Exhibits.
99.1 Press release dated July31, 2017.


CALLAWAY GOLF CO Exhibit
EX-99.1 2 d428652dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   CALLAWAY GOLF COMPANY APPOINTS BRIAN LYNCH AS CHIEF FINANCIAL OFFICER Carlsbad,…
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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.