0001193125-13-095997.txt : 20130307 0001193125-13-095997.hdr.sgml : 20130307 20130307161006 ACCESSION NUMBER: 0001193125-13-095997 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130305 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130307 DATE AS OF CHANGE: 20130307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALLAWAY GOLF CO CENTRAL INDEX KEY: 0000837465 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 953797580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10962 FILM NUMBER: 13673518 BUSINESS ADDRESS: STREET 1: 2180 RUTHERFORD RD CITY: CARLSBAD STATE: CA ZIP: 92008-8815 BUSINESS PHONE: 7609311771 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO /CA DATE OF NAME CHANGE: 19940222 8-K 1 d498591d8k.htm FORM 8-K 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

March 5, 2013

Date of Report (Date of earliest event reported)

 

 

CALLAWAY GOLF COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   1-10962   95-3797580

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

2180 RUTHERFORD ROAD, CARLSBAD,

CALIFORNIA

   92008-7328
(Address of principal executive offices)   (Zip Code)

(760) 931-1771

Registrant’s telephone number, including area code

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment to Executive Officer Employment Agreement.

On March 5, 2013, Callaway Golf Company (the “Company”) entered into a First Amendment to Officer Employment Agreement with Oliver G. Brewer, III (the “Amendment”). The Amendment extended the term of Mr. Brewer’s employment agreement to April 30, 2014.

Except as summarized above, the employment agreement between the Company and Mr. Brewer, as amended, otherwise remains unchanged. The description of the terms of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and hereby incorporated in this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being furnished herewith:

 

10.1    First Amendment to Officer Employment Agreement, effective as of March 5, 2013, by and between Callaway Golf Company and Oliver G. Brewer, III.

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
Date: March 7, 2013   By:  

/s/ Brian P. Lynch

  Name:   Brian P. Lynch
  Title:   Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

 

Exhibit
Number

   

Description

10.1    First Amendment to Officer Employment Agreement, effective as of March 5, 2013, by and between Callaway Golf Company and Oliver G. Brewer, III.
 EX-10.1 2 d498591dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

OFFICER EMPLOYMENT AGREEMENT

This First Amendment to Officer Employment Agreement (“First Amendment”) is entered into effective March 5, 2013, by and between Callaway Golf Company, a Delaware corporation (the “Company”), and Oliver G. Brewer, III (“Employee”).

A. The Company and Employee are parties to that certain Officer Employment Agreement entered into as of February 24, 2012 (the “Agreement”).

B. The Company and Employee desire to amend the Agreement pursuant to Section 10(b) of the Agreement.

NOW, THEREFORE, in consideration of the foregoing and other consideration, the value and sufficiency of which are acknowledged, the Company and Employee agree as follows:

1. Term. Section 1 of the Agreement is amended to extend the termination date of the Agreement to and including April 30, 2014.

2. But for the amendment contained herein, and any other written amendments properly executed by the parties, the Agreement shall otherwise remain unchanged.

IN WITNESS WHEREOF, the parties have executed this First Amendment on the dates set forth below, to be effective as of the date first set forth above.

 

EMPLOYEE       COMPANY
     

Callaway Golf Company,

a Delaware corporation

/s/ Oliver G. Brewer, III

     By:  

/s/ Ronald S. Beard

Oliver G. Brewer, III      

Ronald S. Beard

Chairman of the Board

Dated: March 5, 2013       Dated: March 4, 2013