Topgolf Callaway Brands Corp. Files DEF 14A

TL;DR

<b>Topgolf Callaway Brands Corp. has filed a DEF 14A, detailing its fiscal year 2023 performance and corporate information.</b>

AI Summary

Topgolf Callaway Brands Corp. (CALY) filed a Proxy Statement (DEF 14A) with the SEC on April 17, 2024. Filing Type: DEF 14A. Reporting Period: Fiscal Year Ended 2023-12-31. Filed As Of Date: 2024-04-17. Former Company Names: Callaway Golf Co, Callaway Golf. Incorporation State: DE.

Why It Matters

For investors and stakeholders tracking Topgolf Callaway Brands Corp., this filing contains several important signals. This DEF 14A filing provides crucial information regarding executive compensation, shareholder proposals, and other corporate governance matters for the fiscal year ending December 31, 2023. The filing includes historical data on equity awards and their valuation for both principal executive officers (PEO) and non-PEO/non-executive officers, offering insights into compensation trends.

Risk Assessment

Risk Level: low — Topgolf Callaway Brands Corp. shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard corporate disclosures and does not indicate any immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation details and any shareholder proposals within this DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-04-17 — Filed As Of Date (Date the filing was made)
• 2024-04-17 — Date of Change (Indicates the date of any changes to the filing)

Key Players & Entities

• Topgolf Callaway Brands Corp. (company) — Filer name
• Callaway Golf Co (company) — Former company name
• Callaway Golf (company) — Former company name
• DE (company) — State of incorporation

FAQ

Industry Context

The filing pertains to a publicly traded company in the sporting goods manufacturing sector, specifically focusing on golf and entertainment products and services.

Regulatory Implications

This is a DEF 14A filing, which is a definitive proxy statement required by the SEC for soliciting proxies from shareholders.

What Investors Should Do

1. Analyze the compensation packages for Named Executive Officers (NEOs) and other key employees.
2. Review any shareholder proposals and management's recommendations.
3. Examine the ratification of the independent registered public accounting firm.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not provide direct comparison data to a previous filing in the same format.

Key Financial Figures

• $9,000 — proxies for a base fee of approximately $9,000, plus out-of-pocket expenses. I share

Filing Documents

• modg-20240417.htm (DEF 14A) — 1487KB
• modg-20240417_g1.jpg (GRAPHIC) — 46KB
• modg-20240417_g2.jpg (GRAPHIC) — 39KB
• modg-20240417_g3.jpg (GRAPHIC) — 40KB
• modg-20240417_g4.jpg (GRAPHIC) — 148KB
• modg-20240417_g5.jpg (GRAPHIC) — 91KB
• modg-20240417_g6.jpg (GRAPHIC) — 94KB
• modg-20240417_g7.jpg (GRAPHIC) — 108KB
• modg-20240417_g8.jpg (GRAPHIC) — 107KB
• 0000837465-24-000025.txt (&nbsp;) — 3844KB
• modg-20240417.xsd (EX-101.SCH) — 1KB
• modg-20240417_htm.xml (XML) — 134KB

From the Filing

modg-20240417 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Under 240.14a-12 Topgolf Callaway Brands Corp. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): x No fee required o Fee paid previously with preliminary materials o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 April 17, 2024 Dear Shareholders: You are cordially invited to attend the Annual Meeting of Shareholders ("Annual Meeting") of Topgolf Callaway Brands Corp. (the "Company"), which will be held on Thursday, May 30, 2024, solely by means of remote communication in a virtual-only format, commencing at 9:00 a.m. (Eastern Time). You will not be able to attend the Annual Meeting physically. You will be able to attend and participate in the Annual Meeting online by visiting www.meetnow.global/MTFHHL4, where you will be able to listen to the meeting live, submit questions and vote. At the meeting, your Board of Directors will ask shareholders to (i) elect twelve directors; (ii) ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iii) approve, on an advisory basis, the compensation of our named executive officers. These matters are described more fully in the accompanying Proxy Statement, which you are urged to read thoroughly. Your Board of Directors recommends a vote "FOR" each of the director nominees, "FOR" ratification of the appointment of our independent registered public accounting firm, and "FOR" the approval of the compensation of our named executive officers. We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareholders by providing notice of and access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our shareholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability that is being sent to you. Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible. If you received the Notice of Internet Availability, a proxy card was not sent to you and you may vote only via the Internet unless you attend the virtual Annual Meeting or request that a proxy card and proxy materials be mailed to you. If you have requested that a proxy card and proxy materials be mailed to you, and you have received those materials, then you may vote via the Internet, by telephone or by mailing a completed proxy card. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Notice of Internet Availability. Thank you for your continued interest in and support of Topgolf Callaway Brands Corp. Sincerely, /s/ Oliver G. Brewer III Oliver G. (Chip) Brewer III President and Chief Executive Officer TOPGOLF CALLAWAY BRANDS CORP. 2180 Rutherford Road Carlsbad, California 92008 __________________ NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS When Thursday, May 30, 2024, 9:00 a.m. (Eastern Time). Where The 2024 annual meeting of shareholders will be held entirely online. You will be able to attend and participate in the annual meeting online by visiting www.meetnow.global/MTFHHL4, where you will be able to listen to the meeting live, submit questions and vote. Items of Business 1. To elect as directors the twelve nominees named in the accompanying proxy statement. 2. To ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the 2024 fiscal year. 3. To approve, on an advisory basis, the compensation of the company's named executive officers. In addition, shareholders will transact such other business as may properly come before the annual mee

View Full Filing

View this DEF 14A filing on SEC EDGAR