MODG Topgolf Callaway Brands Corp. - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On May 21, 2026, each of Thomas G. Dundon and Mark D. Mandel were elected to the Board of Directors (“Board”) of Callaway Golf Company (the “Company”) at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Following the election, also on May 21, 2026, the Company and each of Mr. Dundon and Mr. Mandel entered into the Company’s standard form of indemnification agreement for non-employee directors (each. an “Indemnification Agreement”). Under each Indemnification Agreement, to the fullest extent permitted by the General Corporation Law of the State of Delaware, the Company agrees to indemnify the applicable director against any threatened, pending or completed action, suit or proceeding, by reason of his status as a current or former director, employee or agent of the Company or any other entity on behalf of which he is or was serving at the request of the Company or any subsidiary of the Company, and against any expense, liability and loss (including attorneys’ fees), judgments, fines and amounts paid in settlement actually or reasonably incurred by the applicable director in connection with such action, suit or other proceeding. Each Indemnification Agreement also provides for, among other things, the advancement by the Company of expenses incurred by the applicable director in such action, suit or other proceeding, subject to reimbursement by the applicable director of such advanced expenses in the event he is ultimately determined, after final disposition of an action, suit or proceeding, not to be entitled to indemnification. In addition, each Indemnification Agreement provides procedures for the determination of the applicable director’s right to receive indemnification and the advancement of expenses.

The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 21, 2026, the Company’s shareholders approved three proposals at its Annual Meeting. Of the 181,976,071 shares of the Company’s common stock outstanding as of the record date, 160,373,469 shares were represented at the Annual Meeting.

A description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

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

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

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

No other items were presented for shareholder approval at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Title or Description

10.1

Indemnification Agreement, dated as of May 21, 2026, between the Company and Thomas G. Dundon

10.2

Indemnification Agreement, dated as of May 21, 2026, between the Company and Mark D. Mandel

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