secwatch / observer

Callaway Golf Co — fact timeline

Source-grounded facts extracted from Callaway Golf Co's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

CALY Callaway Golf Co JSON
Shareholder Votes

Callaway Golf Co shareholders approved Advisory Vote on Executive Compensation at the 2026-05-21 meeting.

“Proposal 3: Advisory Vote on Executive Compensation The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The following sets forth the results of the voting with respect to this proposal: Shares Voted For Against Abstentions Broker Non-Votes 136,918,067 8,942,872 585,222 13,927,308”
Shareholder Votes

Callaway Golf Co shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-05-21 meeting.

“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s shareholders ratified, on an advisory basis, the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The following sets forth the results of the voting with respect to this proposal: Shares Voted For Against Abstentions 156,259,310 3,553,082 561,077”
Shareholder Votes

Callaway Golf Co shareholders approved Annual Election of Directors at the 2026-05-21 meeting.

“Proposal 1: Annual Election of Directors The voting results for the annual election of directors are as follows: Shares Voted Name of Candidate For Against Abstain Broker Non-Votes Oliver G. (Chip) Brewer III 144,881,105 1,012,437 552,619 13,927,308 John F. Lundgren 141,187,733 4,702,183 556,245 13,927,308 Thomas G. Dundon 143,624,916 2,266,864 554,381 13,927,308 Russell L. Fleischer 143,052,952 2,837,157 556,052 13,927,308 Bavan M. Holloway 144,382,805 1,507,326 556,030 13,927,308 Mark D. Mandel 145,294,838 594,819 556,504 13,927,308 Adebayo O. Ogunlesi 136,193,872 9,691,484 560,805 13,927,308 Linda B. Segre 142,072,235 3,799,761 574,165 13,927,308 Anthony S. Thornley 142,124,785 3,763,640 557,736 13,927,308”
Earnings Releases

Callaway Golf Co reported full year 2026 results: revenue $2.015 billion - $2.070 billion. Guidance raised.

“Increasing full year 2026 net sales outlook to $2.015 billion - $2.070 billion and Adjusted EBITDA outlook to $211 million - $233 million.”
Earnings Releases

Callaway Golf Co updated its first quarter ended March 31, 2026 guidance (raised).

“Callaway Golf Company (the “Company,” “Callaway,” “we,” “our,” “us”) (NYSE: CALY) announced its financial results for the first quarter ended March 31, 2026.”
Governance Changes

Callaway Golf Co: Amended and restated bylaws to reflect the corporate name change to Callaway Golf Company (effective 2026-01-15).

“The Company also amended and restated its bylaws (the “Amended and Restated Bylaws”) effective January 15, 2026 to reflect the Name Change.”
Governance Changes

Callaway Golf Co: Changed corporate name from Topgolf Callaway Brands Corp. to Callaway Golf Company via certificate of amendment to third restated certificate of incorporation, and subsequently filed fourth restated certificate to combine documents (effective 2026-01-15).

“On January 15, 2026, Topgolf Callaway Brands Corp. (the “Company”) changed its corporate name to Callaway Golf Company pursuant to a certificate of amendment to the Company’s third restated certificate of incorporation (the “Charter Amendment”) filed with the Delaware Secretary of State on January 15, 2026 (the “Name Change”).”
M&A Transactions

Callaway Golf Co completed a disposition involving LGP TG Aggregator, LLC for approximately $800 million in net proceeds (closed 2026-01-01).

“effective January 1, 2026, the Sellers completed the sale of a 60% stake in the Topgolf and Toptracer businesses for approximately $800 million in net proceeds”
Debt Financings

Callaway Golf Co amended revolving credit of up to $525 million with Bank of America, N.A., as administrative agent.

“agent and as security trustee, providing for senior secured asset-based revolving credit facilities (the “ABL Facility”) in an original aggregate principal amount of up to $525 million. Concurrently with the Sale, pursuant to the terms and conditions of ABL Credit Agreement and the previously disclosed Third Amendment to Fifth Amended and Restated Loan and”
M&A Transactions

Callaway Golf Co completed a disposition involving Anca Holdco GmbH & Co. KG (indirect wholly-owned subsidiary of ANTA Sports Products Limited) for $290 million in cash, net of cash sold and subject to net working capital and other customary adjustments (closed 2025-05-31).

“the Company completed the sale of 100% of the outstanding equity interests of Callaway Germany Holdco GmbH, which owns various entities that operate the Jack Wolfskin business, for $290 million in cash”
Earnings Releases

Callaway Golf Co reported first quarter ended March 31, 2024 results: revenue $1,144.2 million, net income $6.5 million, EPS $0.04.

“set forth by specific reference in such filing. --- EX-99.1 (EX-99.1) --- TOPGOLF CALLAWAY BRANDS ANNOUNCES STRONG FIRST QUARTER 2024 RESULTS HIGHLIGHTS • Q1 Revenue of $1.144 billion and Topgolf same venue sales of -7% – both in line with expectations. • Net Income of $7 million, Non-GAAP Net Income of $16 million and Adjusted EBITDA of $161 million – all”
Debt Financings

Callaway Golf Co amended term loan with Bank of America, N.A., as administrative agent and collateral agent for the Term Lenders at reduce the interest rate applicable to the outstanding Term Loans under the Term.

“amends certain terms and provisions of the Term Loan Agreement, including, without limitation, to (a) reduce the interest rate applicable to the outstanding Term Loans under the Term Loan Facility by 0.50% per annum, (b) remove the 0.10% per annum credit spread adjustment applicable to Term Loans under the Term Loan Facility accruing interest at Term SOFR”
Material Agreements

Callaway Golf Co amended First Amendment to Term Loan Agreement with Bank of America, N.A., as administrative agent and collateral agent valued at Amendment reduced interest rate by 0.50% per annum, removed 0.10% credit spread adjustment, reset pr (effective 2024-03-19).

“On March 19, 2024 (the “Amendment Date”), the Company and certain of its subsidiaries entered into an amendment to the Term Loan Agreement (the “First Amendment” and, the Term Loan Agreement as amended by the First Amendment, the “Amended Term Loan Agreement”), which, among other things, amends certain terms and provisions of the Term Loan Agreement, including, without limitation, to (a) reduce the interest rate applicable to the outstanding Term Loans under the Term Loan Facility by 0.50% per annum, (b) remove the 0.10% per annum credit spread adjustment applicable to Term Loans under the Term Loan Facility accruing interest at Term SOFR (as defined below), and (c) reset the prepayment premium applicable to the Term Loans, such that prepayments of the Term Loans occurring within six months after the Amendment Date in connection with a repricing transaction will be subject to a prepayment premium equal to 1.00% of the principal amount being prepaid, subject to certain customary excepti”
Earnings Releases

Callaway Golf Co reported financial results for the fourth quarter and fiscal year ended December 31, 2023.

“On February 13, 2024, Topgolf Callaway Brands Corp. issued a press release and is holding a conference call regarding its financial results for the fourth quarter and fiscal year ended December 31, 2023.”
Earnings Releases

Callaway Golf Co reported the third quarter ended September 30, 2023 results: revenue $1,040.6, net income $29.7, EPS $0.16. Guidance lowered.

“except percentages and per share data) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 $ Change % Change 2023 2022 $ Change % Change Net revenues $ 1,040.6 $ 988.5 $ 52.1 5.3 % $ 3,387.7 $ 3,144.4 $ 243.3 7.7 % Income from operations 73.8 68.2 5.6 8.2 % 270.3 291.5 (21.2) (7.3) % Other expense, net (47.1) (29.4) (17.7) 60.2 % (151.2)”
Earnings Releases

Callaway Golf Co updated its second quarter ended June 30, 2023 guidance (reaffirmed).

“On August 8, 2023, Topgolf Callaway Brands Corp. issued a press release and is holding a conference call regarding its financial results for the second quarter of 2023.”
Governance Changes

Callaway Golf Co: The Board adopted amendments to the amended and restated bylaws, addressing universal proxy rules, special meeting thresholds, procedural mechanics for stockholder nominations and proposals, proxy card color requirements, and an exclusive forum provision for Securities Act claims (effective 2023-06-06).

“On June 6, 2023, the Board adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day.”
Shareholder Votes

Callaway Golf Co shareholders approved Advisory Vote on Frequency of Advisory Votes on Future Executive Compensation at the 2023-06-06 meeting.

“Proposal 4: Advisory Vote on Frequency of Advisory Votes on Future Executive Compensation The Company’s shareholders approved, on an advisory basis, to hold future shareholder votes to approve the compensation of the Company’s named executive officers every year. The following sets forth the results of voting with respect to this proposal: Shares Voted 1 Year 2 Years 3 Years Abstentions Broker Non- Votes 128,803,901 294,817 6,216,486 59,882 20,723,994”
Shareholder Votes

Callaway Golf Co shareholders approved Advisory Vote on Executive Compensation at the 2023-06-06 meeting.

“Proposal 3: Advisory Vote on Executive Compensation The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The following sets forth the results of the voting with respect to this proposal: Shares Voted For Against Abstentions Broker Non-Votes 131,523,577 3,606,711 244,798 20,723,994”
Shareholder Votes

Callaway Golf Co shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-06 meeting.

“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s shareholders ratified, on an advisory basis, the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The following sets forth the results of the voting with respect to this proposal: Shares Voted For Against Abstentions 154,290,557 1,593,844 214,679”
Shareholder Votes

Callaway Golf Co shareholders approved Annual Election of Directors at the 2023-06-06 meeting.

“Proposal 1: Annual Election of Directors The voting results for the annual election of directors are as follows: Shares Voted Name of Candidate For Against Abstain Broker Non-Votes Oliver G. (Chip) Brewer III 133,813,066 1,352,711 209,309 20,723,994 John F. Lundgren 131,735,574 3,294,532 344,980 20,723,994 Erik J Anderson 132,810,356 2,330,753 233,977 20,723,994 Laura J. Flanagan 133,577,100 1,576,612 221,374 20,723,994 Russell L. Fleischer 134,245,203 882,541 247,342 20,723,994 Bavan M. Holloway 128,573,824 6,554,886 246,376 20,723,994 Scott M. Marimow 134,154,272 786,997 433,817 20,723,994 Adebayo O. Ogunlesi 131,666,416 3,342,338 366,332 20,723,994 Varsha R. Rao 133,601,691 1,530,019 243,376 20,723,994 Linda B. Segre 133,248,282 1,773,326 353,478 20,723,994 Anthony S. Thornley 131,803,596 2,968,802 602,688 20,723,994 C. Matthew Turney 134,163,525 705,126 506,435 20,723,994”
Earnings Releases

Callaway Golf Co reported the first quarter ended March 31, 2023 results: revenue $ 1,167.4, net income $ 25.0, EPS $ 0.13.

“months ended March 31, 2023 and 2022: GAAP RESULTS (in millions, except percentages and per share data) Three Months Ended March 31, 2023 2022 Change % Change Net revenues $ 1,167.4 $ 1,040.2 $ 127.2 12.2 % Income from operations 80.5 94.3 (13.8) (14.6) % Other expense, net (59.7) (23.3) (36.4) 156.2 % Income before income taxes 20.8 71.0 (50.2) (70.7) %”

C. Matthew Turney was appointed as Director at Callaway Golf Co.

“the Dundon Shareholder notified the Company that it was designating C. Matthew Turney, Chief Financial Officer of Dundon Capital Partners, for nomination to the Board.”

Thomas G. Dundon departed as Director at Callaway Golf Co.

“Thomas G. Dundon would not stand for reelection to the Board upon completion of his current term at the 2023 Annual Meeting of Shareholders”
Debt Financings

Callaway Golf Co amended credit facility of up to $525 million with Bank of America, N.A. at Term SOFR plus 1.25% to 1.75%.

“which New ABL Agreement amends and restates the Existing ABL Agreement in its entirety. The New ABL Agreement provides for senior secured asset-based revolving credit facilities (the “ABL Facility”) in an aggregate principal amount of up to $525 million”
Material Agreements

Callaway Golf Co entered into Fifth Amended and Restated Loan and Security Agreement with Bank of America, N.A., as administrative agent and as security trustee for the ABL Lenders, and the lenders party thereto valued at up to $525 million (effective 2023-03-16).

“On March 16, 2023 (the "Closing Date"), the Company and certain of its subsidiaries entered into a Fifth Amended and Restated Loan and Security Agreement (the "New ABL Agreement"), by and among the Company, Callaway Golf Sales Company, a California corporation ("Callaway Sales"), Callaway Golf Ball Operations, Inc., a Delaware corporation ("Callaway Operations"), Ogio International, Inc., a Utah corporation ("Ogio"), travisMathew, LLC, a California limited liability company ("travisMathew"), Jack Wolfskin North America, Inc., a Delaware corporation ("Domestic Jack Wolfskin"), Top Golf USA Inc., a Delaware corporation ("Topgolf USA" and together with the Company, Callaway Sales, Callaway Operations, Ogio, travisMathew and Domestic Jack Wolfskin, collectively, the "U.S. Borrowers"), Callaway Golf Canada Ltd., a Canada corporation ("Canadian Borrower"), JACK WOLFSKIN AUSRÜSTUNG FÜR DRAUSSEN GMBH & CO. KGAA, a partnership limited by shares ( Kommanditgesellschaft auf Aktien ) under the law”

Scott H. Baxter departed as Director at Callaway Golf Co.

“Mr. Baxter has decided not to stand for reelection for personal reasons.”

Samuel H. Armacost departed as Director at Callaway Golf Co.

“Mr. Armacost is retiring after 20 years of service on the Board, and Mr. Baxter has decided not to stand for reelection for personal reasons.”
Material Agreements

Callaway Golf Co amended Seventh Amendment with Bank of America, N.A., as administrative agent and as security trustee valued at from $400,000,000 to $450,000,000 (effective 2023-02-14).

“On February 14, 2023, the Company entered into an amendment to the ABL Agreement (the “Seventh Amendment” and, the ABL Agreement as amended by the Seventh Amendment, the “Amended ABL Agreement”), which among other things, temporarily increases the maximum aggregate principal amount of the senior secured asset-based revolving credit facilities under the Amended ABL Agreement from $400,000,000 to $450,000,000”
Earnings Releases

Callaway Golf Co reported the fourth quarter and fiscal year ended December 31, 2022 results: revenue $851.3 million, net income $(72.7) million. Guidance raised.

“financial results for the fourth quarter and twelve months ended December 31, 2022. The Company posted another strong quarter with a 19.6% increase in revenue year-over-year to $851.3 million, reflecting growth in each operating segment, major product category and region. This revenue growth was achieved despite a $37.8 million negative foreign currency impact on”
Earnings Releases

Callaway Golf Co updated its full year 2022 guidance (raised).

“Increased full year 2022 revenue outlook to $3,965 million - $3,985 million and Adjusted EBITDA outlook to $560 million - $570 million”
Earnings Releases

Callaway Golf Co reported third quarter of 2022 results: revenue $988.5 million, net income $38.5 million, EPS $0.20. Guidance raised.

“Third Quarter Revenue Increase Driven by Strength Across All Segments Introduces Full Year 2023 Revenue and Adjusted EBITDA Outlook • Q3 2022 consolidated net revenues of $988.5 million, an increase of 15.4%, or 21.3% on a constant currency basis, compared to Q3 2021 • Q3 2022 GAAP income from operations of $68.2 million, a decrease of 10.3%, compared to Q3”

Varsha R. Rao was appointed as Director at Callaway Golf Co.

“On March 15, 2022, Callaway Golf Company (the “Company”) announced the appointment of Varsha R. Rao to the Company’s board of directors, with an initial term expiring at the 2022 annual meeting of the Company’s stockholders.”

Bavan M. Holloway was appointed as Director at Callaway Golf Co.

“On December 6, 2021, Callaway Golf Company (the “Company”) announced the appointment of Bavan M. Holloway to the Company’s board of directors”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.