Callaway Golf Company (CALY) Earnings Call Transcript & Summary

Hello and welcome to the special meeting of Shareholders of Callaway Golf Company. Please note, today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to the President and Chief Executive Officer of Callaway Golf Company, Mr. Chip Brewer. Mr. Brewer, the floor is yours.

Thank you, Norma. Welcome to the Callaway Golf Company Special Meeting of Shareholders. I am Chip Brewer, President and Chief Executive Officer of the company. Today's virtual only meeting is a live audio webcast. We believe in engaging with our shareholders, and we hope that this virtual meeting will maximize the participation of shareholders regardless of location. Thank you very much to those who are participating in our virtual meeting online today. At this meeting, we will first address the matters to be voted upon at the meeting, and afterwards, we will have a question-and-answer session. Before I call the meeting to order, with sincerely hope that you and your families are safe and healthy in these uncertain times. Our thoughts and prayers are with you and all those affected by COVID-19. We would also like to express our sincere gratitude to all those hearing for anyone affected by the COVID-19 pandemic. With that said, the meeting is now called to order. Computershare represented today by Tiffany Skyles has been appointed as inspector of elections and is in attendance. We will proceed with the formal business of the meeting as set forth in your notice of special meeting and proxy statement. If you have not yet voted, please do so now. Shareholders who have sent in proxies or voted via telephone, the Internet or by mail, they do not wish to change their vote do not need to take any further action. Any shareholder who has not yet voted or wishes to change their vote, may do so by clicking on the voting button on the web portal and following the instructions there. If you need a copy of the proxy statement, the link is provided online as well. Joining me today is Brian Lynch, the company's Executive Vice President, and Chief Financial Officer; Patrick Burke, Vice President, Global Finance and Head of Investor Relations; and Sarah Kim, Vice President, General Counsel and Corporate Secretary. The Corporate Secretary has delivered an affidavit of mailing, establishing that notice of this meeting was duly given. All shareholders of record at the close of business on January 8, 2021, are entitled to vote at the special meeting. Sarah, can you report whether we have a quorum for the purpose of transacting the business of this meeting?

Yes, Chip. The shareholders' list shows that 94,202,240 shares of common stock of the company are entitled to vote at this meeting. The inspector of elections has informed me that a quorum is present with over 72% of shares being represented today. This constitutes a quorum for the special meeting today, and we may now carry out the official business of the meeting.

Thank you, Sarah. At this meeting, shareholders are being asked to vote upon the following 2 proposals. First, to approve the issuance of shares of common stock of the company to stockholders of Topgolf International, Inc., pursuant to the terms of the agreement and plan of merger, buying among Callaway, Topgolf and 51Steps, Inc., dated as of October 27, 2020, which we refer to as the Callaway merger proposal. And second, to consider and vote upon an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Callaway merger proposal, which we refer to as the adjournment proposal. Details of these 2 matters are included in the company's proxy statement. The online voting will now be closed. Sarah, can you report the results of the voting?

Yes, Chip. Based on the preliminary review of the vote cap, the inspector of election has informed me that the Callaway merger proposal was approved in accordance with the recommendation of the Board of Directors because the Callaway merger proposal was approved, the adjournment proposal will not be necessary and will not be acted upon. A final report will be available in the next few days and we expect to report on our voting results on our current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting.

Thank you, Sarah. That concludes the official business portion of the meeting, and the meeting is now adjourned. Before we proceed, I'm going to ask Sarah to provide our required notices.

Any statements that are made today that relate to future plans, events, financial results, performance, prospects or growth opportunities. Are forward-looking statements subject to safe harbor protection under the federal securities laws. Such statements reflect our best estimates based on current circumstances and conditions. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risks and uncertainties applicable to the company and its business. For details concerning these risks, you should consult the Risk Factors section of the company's annual report on Form 10-K for the year ended December 31, 2020, and together with the company's reports on Form 8-K subsequently filed with the Securities and Exchange Commission.

Thank you, Sarah. On behalf of Callaway Golf management, I want to thank the shareholders for their participation here and the support of this merger proposal. We are confident that this is going to be transformational for our company and will be a very positive event and opportunity for our shareholders. I'd now like to begin the Q&A session. [Operator Instructions]

At this time, there are no questions in the queue. If shareholders have any questions subsequent to the meeting, they should follow-up with the Investor Relations department at our company. Thank you, everyone, for your support. As Chip mentioned, we're very excited about this transaction, and we look forward to speaking to you at our annual meeting of shareholders in a couple of months. Thank you.

This concludes the meeting. You may now disconnect.