0001209191-22-015596.txt : 20220303
0001209191-22-015596.hdr.sgml : 20220303
20220303170119
ACCESSION NUMBER: 0001209191-22-015596
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20220225
FILED AS OF DATE: 20220303
DATE AS OF CHANGE: 20220303
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fine Rebecca
CENTRAL INDEX KEY: 0001302279
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10962
FILM NUMBER: 22710025
MAIL ADDRESS:
STREET 1: 2180 RUTHERFORD ROAD
CITY: CARLSBAD
STATE: CA
ZIP: 92008
ISSUER:
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
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
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2022-02-25
0
0000837465
CALLAWAY GOLF CO
ELY
0001302279
Fine Rebecca
2180 RUTHERFORD ROAD
CARLSBAD
CA
92008
0
1
0
0
EVP, Chief People Officer
Incentive Stock Option (right to buy)
32.21
2029-03-29
Common Stock
13017
D
Incentive Stock Option (right to buy)
35.14
2021-12-06
2030-02-20
Common Stock
497
D
Non-Qualified Stock Option (right to buy)
35.14
2021-12-06
2030-02-20
Common Stock
4402
D
Incentive Stock Option (right to buy)
35.14
2030-04-29
Common Stock
4555
D
Non-Qualified Stock Option (right to buy)
35.14
2030-04-29
Common Stock
10520
D
Restricted Stock Units
0.00
Common Stock
5742
D
Restricted Stock Units
0.00
Common Stock
13531
D
Performance Stock Unit
0.00
Common Stock
1755
D
Restricted Stock Units
0.00
Common Stock
9356
D
9,763 shares subject to this stock option are fully vested as of the date hereof, and the remaining 3,254 shares vest on 1/1/2023.
The stock option vested in full on this date.
539 shares subject to this stock option are fully vested as of the date hereof, and the remaining shares vest as follows: 537 shares on 1/1/2023; and 3,479 shares on 1/1/2024.
7,000 shares subject to this stock option are fully vested as of the date hereof, and the remaining shares vest as follows: 3,231 shares on 1/1/2023; and 289 shares on 1/1/2024.
Each Restricted Stock Unit ("RSUs") represents a contingent right to receive one share of common stock.
These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on 3/8/2022; 1/3 of the RSUs vest on 3/8/2023; and 1/3 of the RSUs vest on 3/8/2024.
Each Performance Stock Unit ("PSUs") represents a contingent right to receive one share of common stock, subject to the achievement of applicable performance criteria.
On March 8, 2021, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such PSUs converted to time-based units that will vest on the third anniversary of the grant date subject to continued employment through such date.
These RSUs are scheduled to vest as follows: 1/3 of the RSUs vest on 2/17/2023; 1/3 of the RSUs vest on 2/17/2024; and 1/3 of the RSUs vest on 2/17/2025.
/s/ Sarah Kim Attorney-in-Fact for Rebecca Fine under a Limited Power of Attorney dated February 23, 2022.
2022-03-03
EX-24
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes, designates and appoints each of Brian P. Lynch, Sarah Kim and Hina
M.D. Patel, as the undersigned's true and lawful attorneys-in-fact, with full
power to act without the others on behalf of and as attorney for the
undersigned, for the following purposes:
1. to execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Callaway Golf Company (the "Company"),
any forms or documents required or permitted in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, as the same may
now exist or hereafter be amended, including Securities and Exchange Commission
Forms 3, 4 and 5;
2. to do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such forms or
documents or any amendment or amendments thereto, and to file such forms or
documents with the Securities and Exchange Commission and any stock exchange or
similar authority; and
3. to take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the forms or documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
Unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact, this Limited Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to file
such forms or documents with respect to the undersigned's holdings of and
transactions in securities issued by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney
to be executed effective as of February 23, 2022.
/s/ Rebecca Fine