SEC Form DEFA14A filed by Topgolf Callaway Brands Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant ☒		Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☒	Definitive Additional Materials

 

☐	Soliciting Material Under § 240.14a-12

Topgolf Callaway Brands Corp.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☒	No fee required

 

☐	Fee paid previously with preliminary materials

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

		Online
		Before the Meeting - Go to
		www.investorvote.com/MODG or scan the QR code
		– login details are located in the shaded bar below.
		During the Meeting - Go to
		meetnow.global/MHZXRXU. You may attend the
		meeting via the Internet and vote during the
		meeting. Have your proxy card in hand and follow
		the instructions.

 

Shareholder Meeting Notice

Important Notice Regarding the Availability of Proxy Materials for the

Topgolf Callaway Brands Corp. Shareholder Meeting to be Held on May 29, 2025, at 11:00 a.m. Eastern Time

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:

 

 

		Easy Online Access –View your proxy materials and vote.
		Step 1:		Go to www.investorvote.com/MODG.
		Step 2:		Click on the icon on the right to view meeting materials.
		Step 3:		Return to the investorvote.com window and follow the instructions on the screen to log in.
		Step 4:		Make your selections as instructed on each screen for your delivery preferences.
		Step 5:		Vote your shares.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

 

 

		Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 19, 2025 to facilitate timely delivery.

 

		2 N O T

044CYA

Shareholder Meeting Notice

The 2025 Annual Meeting of Shareholders of Topgolf Callaway Brands Corp. will be held on Thursday, May 29, 2025, at 11:00 A.M. Eastern Time, virtually via the Internet at meetnow.global/MHZXRXU. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommend a vote FOR all the nominees listed below, and FOR Proposals 2, 3 and 4.

1.		Election of Directors:		01 - Oliver G. Brewer III		02 - John F. Lundgren		03 - Erik J Anderson		04 - Russell L. Fleischer
				05 - Bavan M. Holloway		06 - Scott M. Marimow		07 - Adebayo O. Ogunlesi		08 - Varsha R. Rao
				09 - Linda B. Segre		10 - Anthony S. Thornley		11 - C. Matthew Turney
2.		To ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
3.		To approve, on an advisory basis, the compensation of the Company’s named executive officers
4.		To approve the amendment and restatement of the Company’s 2022 Incentive Plan

In their discretion, Brian P. Lynch and Heather D. McAllister, or either of them, are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card.

 

 

		Here’s how to order a copy of the proxy materials and select delivery preferences:
		Current and future delivery requests can be submitted using the options below.
		If you request an email copy, you will receive an email with a link to the current meeting materials.
		PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy  materials.
		–   Internet - Go to www.investorvote.com/MODG.
		–   Phone - Call us free of charge at 1-866-641-4276.
		–   Email - Send an email to [email protected] with “Proxy Materials Topgolf Callaway Brands Corp.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.
		To facilitate timely delivery, requests for a paper copy of proxy materials must be received by May 19, 2025.