Callaway 2013 Annual Report Download - page 60

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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Certain information concerning the Company’s executive officers is included under the caption “Executive Officers
of the Registrant” following Part I, Item 1 of this Form 10-K. The other information required by Item 10 will be included
in the Company’s definitive Proxy Statement under the captions “Board of Directors and Corporate Governance” and
“Section 16(a) Beneficial Ownership Reporting Compliance,” to be filed with the Commission within 120 days after the
end of fiscal year 2013 pursuant to Regulation 14A, which information is incorporated herein by this reference.
Item 11. Executive Compensation
The Company maintains employee benefit plans and programs in which its executive officers are participants.
Copies of certain of these plans and programs are set forth or incorporated by reference as Exhibits to this report.
Information required by Item 11 will be included in the Company’s definitive Proxy Statement under the captions
“Compensation of Executive Officers and Directors,” “Compensation Discussion and Analysis,” “Report of the
Compensation and Management Succession Committee” and “Board of Directors and Corporate Governance,” to be filed
with the Commission within 120 days after the end of fiscal year 2013 pursuant to Regulation 14A, which information
is incorporated herein by this reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by Item 12 will be included in the Company’s definitive Proxy Statement under the caption
“Beneficial Ownership of the Company’s Securities,” to be filed with the Commission within 120 days after the end of
fiscal year 2013 pursuant to Regulation 14A, which information is incorporated herein by this reference.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about the number of stock options and shares underlying Restricted Stock
Units (RSUs) outstanding and authorized for issuance under all equity compensation plans of the Company as of
December 31, 2013. See Note 15 “Share-Based Compensation” to the Notes to Consolidated Financial Statements in this
Form 10-K for further discussion of the equity plans of the Company.
Equity Compensation Plan Information
Plan Category
Number of Shares to be
Issued Upon Exercise of
Outstanding Options and
Vesting of RSUs(4)(6)
Weighted Average
Exercise Price of
Outstanding
Options(5)
Number of Shares
Remaining Available for
Future Issuance
(In thousands, except dollar amounts)
Equity Compensation Plans Approved by
Shareholders(1)............................................... 5,138(3) $ 8.95 11,516
Equity Compensation Plans Not Approved
by Shareholders(2).......................................... 234(2) $ 17.92 —
Total ......................................................... 5,372 $ 9.42 11,516
(1) Consists of the following plans: 1996 Stock Option Plan, 2001 Non-Employee Directors Stock Incentive Plan, 2004
Incentive Plan and 2013 Non-Employee Directors Incentive Plan. No shares are available for grant under the 1996
Stock Option Plan, and all shares outstanding at December 31, 2013 expired in January 2014. The 2001 Non-Employee
Directors Stock Incentive Plan expired on December 31, 2011. The shares available for grant under this plan are only
available to satisfy incremental dividend equivalent rights for outstanding awards. The 2004 Incentive Plan permits
the award of stock options, restricted stock, performance units and various other stock-based awards. The 2013 Non-
Employee Directors Incentive Plan permits the award of stock options, restricted stock and restricted stock units.
(2) Consists of shares in underlying stock options issuable from the 1995 Employee Stock Incentive Plan (the “1995
Plan”). In connection with shareholder approval of the 2004 Incentive Plan, the Company agreed that no further