Callaway Golf Company (CALY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders can vote online, by phone, or by mail, and only common stockholders as of March 30, 2026, are eligible to vote.

• The company uses internet delivery for proxy materials to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, ratify Deloitte & Touche LLP as the independent auditor for 2026, and approve executive compensation on an advisory basis.

• The board recommends voting “FOR” all director nominees, auditor ratification, and executive compensation.

• Shareholders may submit proposals or director nominations for future meetings, subject to bylaw and SEC requirements.

Board of directors and corporate governance

• The board consists of nine members, with a substantial majority being independent; only the CEO is not independent.

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

• Annual board and committee assessments are conducted, and directors must meet strict independence and qualification criteria.

• Proxy access allows significant shareholders to nominate directors.

• Stock ownership guidelines require directors and executives to hold significant equity.