Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2009

 

 

CALLAWAY GOLF COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-10962   95-3797580

(State or Other Jurisdiction of

Incorporation or Organization)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

2180 Rutherford Road, Carlsbad, California   92008-7328
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, including Area Code: (760) 931-1771

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01. Other Events.

On September 10, 2009, Callaway Golf Company (the “Company”) held a Special Meeting of Shareholders to consider a proposal to approve the issuance of the shares of the Company’s common stock issuable upon conversion of the Company’s 7.50% Series B Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock”) that equals or exceeds 20% of the voting power or the number of shares of the Company’s common stock outstanding immediately prior to the original issuance of the Preferred Stock (the “Proposal”). At the Special Meeting, the Company’s shareholders approved the Proposal, thus permitting holders of the Preferred Stock to convert any or all of their Preferred Stock into shares of the Company’s common stock at any time.

The voting results for the Proposal were as follows:

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

47,549,745

   846,683   71,649   0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CALLAWAY GOLF COMPANY
  (Registrant)
Date: September 10, 2009   By:  

/s/    Brian P. Lynch

   

Brian P. Lynch

   

Vice President and Corporate Secretary