Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2023, in connection with its existing $700.0 million share repurchase
authorization, Acushnet Holdings Corp. (the "Company") entered into an agreement
with Magnus Holdings Co., Ltd. ("Magnus") pursuant to which the Company will
purchase up to an aggregate of $100.0 million of shares of its common stock from
Magnus on a share-for-share basis as the Company repurchases shares in the open
market or privately negotiated transactions. The price payable to Magnus for the
Company's shares will be the average price of the shares purchased in the open
market or privately negotiated transactions over the period of time from June
12, 2023 (in the case of the first such pricing period) to the first
"determination date" and, in the case of any subsequent such pricing period,
from the most recent preceding determination date to the next determination
date. The "determination date" will be (i) commencing June 12, 2023, the date on
which the Company purchases an aggregate of $100.0 million of shares, (ii) any
date otherwise mutually agreed between the Company and Magnus, and (iii) October
27, 2023, if the Company has not already purchased the $100.0 million shares of
common stock. The obligations of the Company to purchase the shares and Magnus
to sell the shares following each determination date are conditioned upon no
event occurring since the date of the agreement that, either individually or in
the aggregate, has had a material adverse effect on the business or financial
condition of the Company as of each closing. The foregoing summary does not
purport to be complete and is qualified in its entirety by reference to the copy
of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K. For
more information on Magnus' relationship to the Company, please refer to the
Company's Definitive Proxy Statement filed on April 21, 2023.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On June 5, 2023, the board of directors (the "Board") of the Company appointed
Nicholas Mohamed, its Vice President and Controller, as the Company's Principal
Accounting Officer, effective immediately. Mr. Mohamed assumes the role
previously held by Thomas Pacheco, the Company's current Executive Vice
President, who resigned from his position as Chief Financial Officer and Chief
Accounting Officer (as previously disclosed in the Company's Current Report on
Form 8-K filed on March 24, 2023), effective as of June 1, 2023. Mr. Pacheco
will remain with the Company in a transitional role until July 7, 2023.
Prior to joining the Company in April 2023, Mr. Mohamed, 47, served as the
Global Controller of Converse, Inc. from February 2021 to April 2023. From 2016
through February 2021, Mr. Mohamed was Converse, Inc.'s Global Accounting
Director. Prior to that, Mr. Mohamed served as Senior Finance Executive of Media
General, Inc. in 2015, as Vice President, Controller of LIN Media LLC from 2009
to 2014 and as Director, Finance Mergers and Acquisitions at Sensata
Technologies, Inc. from 2007-2008.
Also on June 5, 2023, the Board accepted the resignation of Mr. Gregory Hewett
from the Board's Compensation Committee and appointed him to serve as a member
of the Nominating and Corporate Governance Committee of the Board. Mr. Hewett
was also appointed chairman of the Audit Committee of the Board, replacing Mr.
Sean Sullivan, who resigned from the Board effective June 1, 2023 and is now the
Company's Executive Vice President and Chief Financial Officer (as previously
disclosed in the Company's Current Report on Form 8-K filed on April 5, 2023).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 5, 2023, the Company held its 2023 Annual Meeting of Stockholders. For
more information on the following proposals submitted to stockholders, see the
Company's Definitive Proxy Statement filed on April 21, 2023. Below are the
final voting results.
--------------------------------------------------------------------------------
Proposal No. 1 - Election of Directors
Stockholders elected the director nominees listed below to serve as members of
the Board. The voting results for each nominee were as follows:
Name Votes For Votes Withheld Broker Non-Votes
David Maher 53,673,309 8,716,839 1,891,673
Yoon Soo (Gene) Yoon 51,318,157 11,071,991 1,891,673
Leanne Cunningham 62,113,784 276,364 1,891,673
Gregory Hewett 62,058,012 332,136 1,891,673
Ho Yeon (Aaron) Lee 52,800,586 9,589,562 1,891,673
Jan Singer 61,774,021 616,127 1,891,673
Steven Tishman 62,059,129 331,019 1,891,673
Keun Chang (Kevin) Yoon 52,068,151 10,321,997 1,891,673
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the
independent registered public accounting firm of the Company for the fiscal year
ending December 31, 2023. The voting results were as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes
63,950,142 300,705 30,974 n/a
Proposal No. 3 - Non-Binding Vote to Approve Executive Compensation
Stockholders approved, in a non-binding advisory vote, the compensation of the
Company's named executive officers for fiscal year 2022. The voting results were
as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes
62,263,046 91,081 36,021 1,891,673
Proposal No. 4 - Non-Binding Vote on the Frequency of Future Votes on Executive
Compensation
Stockholders recommended, in a non-binding advisory vote, that a non-binding
advisory vote on the compensation paid to the Company's named executive officers
should be submitted to stockholders every year. The voting results were as
follows:
One Year Two Years Three Years Votes Abstained Broker Non-Votes
61,759,045 5,610 602,981 22,512 1,891,673
Based on the results of the vote, and consistent with the Board's
recommendation, the Board has determined that future non-binding votes of
stockholders to approve the compensation paid to the Company's named executive
officers will be submitted annually to the Company's stockholders until the next
non-binding stockholder vote on the frequency of stockholder votes on executive
compensation, or until the Board otherwise determines a different frequency for
such non-binding votes.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Stock Repurchase Agreement, dated June 9 , 2023, by and between
Acushnet Holdings Corp. and Magnus Holdings Co., Ltd.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses