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 OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2018, Callaway Golf Company (the “Company”) announced the appointment of Laura J. Flanagan to the Company’s board of directors, with an initial term expiring at the 2019 annual meeting of the Company’s stockholders. The board of directors of the Company has determined that Ms. Flanagan is independent under applicable standards.
Ms. Flanagan, age 51, has served since August 2016 as the Chief Executive Officer of Foster Farms, a leader in branded and private label poultry, headquartered in Livingston, California. She was previously the President of the Snacks Division of ConAgra Foods, Inc., a packaged foods company headquartered in Omaha, Nebraska, from 2011 until 2014, and served as President of ConAgra’s Convenient Meals Division from 2008 until 2011. Prior to joining ConAgra in 2008, Ms. Flanagan was Vice President and Chief Marketing Officer for Tropicana® Shelf Stable Juices at PepsiCo Inc. from 2005 to 2008. Ms. Flanagan also held various marketing leadership positions at General Mills, Inc. and PepsiCo Inc. from 1996 to 2005. Ms. Flanagan has served since June 2016 as a member of the board of directors of Core-Mark Holding Company, Inc., a publicly traded company and one of the largest wholesale distributors to the convenience retail industry in North America, and she currently serves on such board’s Compensation and Nominating and Corporate Governance Committees. Ms. Flanagan has been a member of the National Association of Corporate Directors since 2014. Ms. Flanagan earned a B.S. degree in Engineering from Case Western Reserve University in 1990 and an MBA from the Stanford Graduate School of Business in 1996. The Company’s Board believes Ms. Flanagan’s extensive knowledge of corporate strategy, marketing, retail and operations and CEO-level experience will benefit the Board.
Ms. Flanagan received an initial award of restricted stock units with a market value of $100,000, effective on the date of her appointment to the board of directors. The award is scheduled to vest on the first anniversary of the grant date. Ms. Flanagan will also receive annual cash compensation in accordance with the Company’s standard compensation program for non-employee directors. In addition, Ms. Flanagan entered into the Company’s standard form of indemnification agreement for non-employee directors, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
There are no other arrangements or understandings between Ms. Flanagan and any other person to which she was selected to serve on the board of directors. Ms. Flanagan has no family relationship (within the meaning of Item401(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 are no transactions in which the Company is or was a participant and in which Ms. Flanagan or any of her immediate family members (within the meaning of Item404 of Regulation S-K) had or will have a direct or indirect material interest subject to disclosure under Item404(a) of Regulation S-K.
On November 6, 2018, the Company issued a press release captioned “Laura Flanagan Named to Board of Directors of Callaway Golf Company.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
CALLAWAY GOLF CO ExhibitEX-10.1 2 ely-exx1018xknov2018.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1INDEMNIFICATION AGREEMENTTHIS INDEMNIFICATION AGREEMENT is made as of the 6th day of November 2018,…To view the full exhibit click here
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.
