Callaway Golf Company (CALY) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2025, to be held virtually, with shareholders able to vote online or by proxy.

• Four key proposals: election of 11 directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and approval of the amended 2022 Incentive Plan.

• Board recommends voting “FOR” all proposals and nominees.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors, ratifying Deloitte & Touche LLP as auditor, approving executive compensation, and amending the 2022 Incentive Plan.

• Shareholders may submit other business, but none is currently anticipated.

• Shareholder proposals and nominations for the 2026 meeting must comply with bylaw procedures and SEC rules.

Board of directors and corporate governance

• Board size will be reduced from 12 to 11 after the meeting; majority of directors are independent.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all chaired by independent directors.

• Board and committees conduct annual assessments; directors must meet stock ownership guidelines.

• Proxy access allows significant shareholders to nominate directors.

• Board leadership is separated between Chairperson and CEO.