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 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 8, 2016, the Company adopted a new Callaway Golf
Company Deferred Compensation Plan (the Plan). The Plan is
intended to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the Code). The Plan is
intended to be an unfunded top hat plan which is maintained
primarily to provide deferred compensation benefits for a select
group of our management or highly compensated employees within
the meaning of Sections 201, 301, and 401 of the Employee
Retirement Income Security Act of 1974, as amended (ERISA), and
to therefore be exempt from the provisions of Parts 2, 3, and 4
of Title I of ERISA. The Plan is intended to help build a
supplemental source of savings and retirement income through
pre-tax deferrals of eligible compensation, which may include
base salary, annual cash bonus awards, sign-on cash bonus awards,
commissions, long term cash incentive compensation, stock unit
awards and/or any other payments designated as eligible for
deferral under the Plan from time to time.
Employees at a vice president level or above, including our
executive officers, who are notified regarding their eligibility
to participate and delivered the Plan enrollment materials are
eligible to participate in the Plan (Participants). Under the
Plan, we will provide Participants with the opportunity to make
annual elections to defer a specified percentage of up to 80% of
their eligible cash compensation and up to 50% of their stock
unit awards. Elective deferrals of cash compensation are withheld
from a Participants paycheck and credited to a bookkeeping
account established in the name of the Participant. The
Participant is always 50% vested in his or her own elective cash
deferrals and any earnings thereon. Elective deferrals of stock
unit awards are credited to a bookkeeping account established in
the name of the Participant with respect to an equivalent number
of shares of our common stock, and such credited shares are
subject to the same vesting conditions as are applicable to the
stock unit award subject to the election. We may also make
discretionary contributions to Participants accounts in the
future. Any discretionary contributions made by us in the future
will be subject to such vesting arrangements as we may determine.
Amounts contributed to a Participants account through elective
deferrals of cash compensation or through our discretionary
contributions are generally not subject to income tax, and we do
not receive a deduction, until they are distributed to the Plan.
However, cash deferrals are subject to the Federal Insurance
Contributions Act tax imposed under Sections 3101 and 3121(v)(2)
of the Code at the time of deferral (the FICA tax). Deferrals of
stock unit awards and discretionary company contributions are
subject to the FICA tax at the time the stock unit awards or
company contributions vest, but are not subject to income tax,
and we do not receive a deduction, until shares of our common
stock are distributed to the Plan.
At the time of deferral, with respect to the allocation of the
cash compensation deferral amounts credited to their bookkeeping
accounts, Participants may select from a range of phantom
investment alternatives that mirror the gains and/or losses of
several different investment funds. However, deferrals of stock
unit awards under the Plan are deemed rights to receive an
issuance of our common stock and may not be deemed allocated to
any investment fund.
Under the Plan, we will be obligated to deliver on a future date
deferred cash compensation credited to the Participants account,
adjusted for any positive or negative investment results from the
phantom investment alternatives selected by the Participant under
the Plan, or with respect to deferrals of restricted stock units,
an issuance of shares of our common stock (each, an Obligation
and collectively, the Obligations). The Obligations are unfunded,
unsecured general obligations of us and rank in parity with other
unsecured and unsubordinated indebtedness of us, subject to the
claims of our general creditors. The Obligations are not
transferable except upon death of the Participant.
With respect to the portion of the bookkeeping account allocated
to an investment fund, each Obligation will be payable in cash,
commencing upon a distribution date or permitted payment event
selected by the Participant at the time of deferral. The portion
of the bookkeeping account allocated to deferrals of restricted
stock units will be payable in an issuance of shares of our
common stock, commencing upon a distribution date or permitted
payment event selected by the Participant at the time of
deferral.
Payments will be distributed in connection with either the
Participants separation of service, a change in control of
Callaway or a selected specified distribution date or dates,
depending upon the distribution election made by the Participant
at the time of deferral. For amounts elected for distribution
upon a specified date, Participants may elect the form of payment
as a single lump sum payment or annual installment payments of up
to five years. However, if a Participants service with us
terminates prior to the selected specified distribution date or
dates, payment will instead be made or commence in connection
with such separation from service. Participants may elect the
form of payment as a lump sum or annual installments of up to
fifteen years for distributions to be made upon the Participants
separation from service due to retirement, which means a
separation from service after the Participant has attained age 55
and has at least five years of service with Callaway. Any
distribution triggered by a separation from service that occurs
prior to the Participants retirement will be paid in a single
lump sum.
Participant may elect to re-defer their original elected
scheduled payment dates and retirement distribution elections,
including whether the payment will be made in the form of a lump
sum or a specified number of installments, but only if the timing
of such re-deferral election complies with the requirements of
Section 409A of the Code, including the requirement that the
first scheduled payment date is deferred for at least an
additional five years. Depending upon the Participants prior
deferral and re-deferral elections, payments triggered by a
separation from service may commence five or more years following
such separation of service, as specified in the Plan, but in all
cases will not be payable any earlier than six months and one day
following the date of separation from service. Additionally, if a
Participants service terminates with us due to death or
disability, or the Participant is receiving installment payments
and dies or becomes disabled prior to payment of all the
installments, the Obligation will become immediately payable in a
single lump sum.
In addition, Participants may be entitled to receive payments
through certain unforeseeable emergency withdrawals. Payments
scheduled to be made under the Plan may be otherwise delayed or
accelerated only upon the occurrence of certain specified events
that comply with the requirements of Section 409A of the Code.
A committee appointed by our Chief Executive Offer administers
the Plan. We can amend or terminate the Plan at any time, but no
such action shall unilaterally reduce a Participants account
balance without his or her consent prior to the date of such
action. However, we may adopt any amendments to the Plan that we
deem necessary or appropriate to preserve the intended tax
treatment of the Plan benefits or to otherwise comply with the
requirements of Section 409A of the Code and related guidance.
A copy of the Plan is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibit is being furnished herewith:
| Exhibit99.1 |
Deferred Compensation Plan. |
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 down -0.08 at 11.44 with 589,869 shares trading hands.