modg-20260407

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 x			Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

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

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Under § 240.14a-12

Callaway Golf Company

(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):


x			No fee required

o			Fee paid previously with preliminary materials

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

April 8, 2026

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (“Annual Meeting”) of Callaway Golf Company (the “Company,” “we,” “our,” and “us”), which will be held on Thursday, May 21, 2026, solely by means of remote communication in a virtual-only format, commencing at 11:00 a.m. (Eastern Time). You will not be able to attend the Annual Meeting physically. You will be able to attend and participate in the Annual Meeting online by visiting www.meetnow.global/MH5W7PK, where you will be able to listen to the meeting live, submit questions and vote.

At the meeting, your Board of Directors will ask shareholders to (i) elect nine directors; (ii) ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and (iii) approve, on an advisory basis, the compensation of our named executive officers. These matters are described more fully in the accompanying Proxy Statement, which you are encouraged to read thoroughly. Your Board of Directors recommends a vote “FOR” each of the director nominees, “FOR” ratification of the appointment of our independent registered public accounting firm, and “FOR” the approval of the compensation of our named executive officers.

We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareholders by providing notice of and access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our shareholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability that is being sent to you.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible. If you received the Notice of Internet Availability, a proxy card was not sent to you and you may vote only via the Internet unless you attend the virtual Annual Meeting or request that a proxy card and proxy materials be mailed to you. If you have requested that a proxy card and proxy materials be mailed to you, and you have received those materials, then you may vote via the Internet, by telephone or by mailing a completed proxy card. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Notice of Internet Availability.

Thank you for your continued interest in and support of Callaway Golf Company.


			Sincerely,
			/s/ Oliver G. Brewer III
			Oliver G. (Chip) Brewer III President and Chief Executive Officer

CALLAWAY GOLF COMPANY

2180 Rutherford Road

Carlsbad, California 92008

__________________

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS


When			Thursday, May 21, 2026, 11:00 a.m. (Eastern Time).

Where			The 2026 annual meeting of shareholders will be held entirely online. You will be able to attend and participate in the annual meeting online by visiting www.meetnow.global/MH5W7PK, where you will be able to listen to the meeting live, submit questions and vote.

Items of Business			1.To elect as directors the nine nominees named in the accompanying proxy statement. 2.To ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2026 fiscal year. 3.To approve, on an advisory basis, the compensation of our named executive officers. In addition, shareholders will transact such other business as may properly come before the annual meeting and at any adjournments or postponements thereof.

Record Date			March 30, 2026. Only shareholders of record at the close of business on the record date are entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement thereof.

How to Vote			Please vote your shares promptly to ensure the presence of a quorum at the annual meeting. Please review the proxy materials for the annual meeting and follow the instructions in the section entitled “Voting Information” of the accompanying proxy statement beginning on page 2 to vote. There will not be a physical meeting location, and shareholders will not be able to attend the annual meeting in person. As described on page 2 of the accompanying proxy statement, any shareholder may attend the annual meeting online and vote during the online meeting even if the shareholder previously returned a proxy card by mail or voted via the Internet or by telephone.


Carlsbad, California April 8, 2026			By Order of the Board of Directors, /s/ Heather D. McAllister Heather D. McAllister Corporate Secretary


Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 21, 2026:						The Annual Report and Proxy Statement are available on the Internet at: https://web.viewproxy.com/callawaygolfcompany/2026

Table of Contents



GENERAL INFORMATION			1
VOTING INFORMATION			2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			7
Corporate Governance Guidelines			7
Director Independence			7
Director Nominee Skills Matrix			9
Identification of Potential Director Candidates			9
Nomination Process			10
Service on Other Public Boards			10
Majority Voting Standard			10
Shareholder Nominees - Proxy Access			11
Annual Board and Committee Assessment and Evaluation			11
Board Leadership Structure			11
Risk Oversight			12
Board Committees			12
Meetings and Director Attendance			15
Communications with the Board			15
Code of Conduct			15
Sustainability Program			15
Environmental Responsibility			16
Social Responsibility			16
Stock Ownership Guidelines			17
Insider Trading Policy			17
Policy on Speculative Trading Activities — Anti-Hedging and Pledging Policy			18
Compensation Committee Interlocks and Insider Participation			18
Shareholder Engagement			18
Director Compensation			18
PROPOSAL NO. 1 - ELECTION OF DIRECTORS			21

SEC Form DEF 14A filed by Callaway Golf Company