Acushnet Holdings Corp.
For the period ended Jun 8, 2026. Filed Apr 17, 2026.
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Jun 8, 2026 · Filed Apr 17, 2026
Contents
PROPOSAL THREE
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Proposal ThreeRatification of Independent Registered Public Accounting Firm
The Audit Committee has selected PricewaterhouseCoopers LLP ("PwC") as our independent registered public accountant and to audit our consolidated financial statements for the fiscal year ending December 31, 2026. The Board of Directors has determined that it would be desirable to request that the stockholders ratify such appointment. PwC was our independent registered public accounting firm for our 2025 audit.
The Audit Committee's policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm, including the fees for those services, subject to the de minimis exception for non-audit services provided by SEC rules. Additionally, the Audit Committee may delegate to one or more of its members the authority to review and pre-approve any such services in between the Audit Committee's regular meetings. Any such pre-approval will be subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting. All of the audit and permissible non-audit services provided by PwC in fiscal year 2025 and related fees were approved in accordance with the Audit Committee’s policy.
Before selecting PwC, the Audit Committee considered the firm's qualifications as independent registered public accountants and concluded that, based on its prior performance and its reputation for integrity and competence, it was qualified. The Audit Committee also considered whether any non-audit services performed for us by PwC would impair PwC's independence and concluded that they did not. If the stockholders do not ratify the selection of PwC, the Audit Committee may reconsider its selection. Even if the selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.
A representative of PwC is expected to attend the Annual Meeting. The representative will have the opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.
FEES PAID TO OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The aggregate fees for professional services rendered by our principal accountants, PwC, for the years ended December 31, 2025 and 2024 were as follows
| 2025($) | 2024($) | ||
| Audit Fees(1) | 5,786,244 | 5,562,744 | |
|---|---|---|---|
| Audit-Related Fees(2) | 825,673 | 754,631 | |
| Tax Fees(3) | 601,412 | 604,014 | |
| All Other Fees(4) | 19,859 | 6,411 | |
| Total | 7,233,188 | 6,927,800 |
(1)"Audit Fees" consist of professional services rendered in connection with the audit of our annual financial statements, including audited financial statements presented in our Annual Report on Form 10-K, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. Audit fees also include $855,157 and $830,249, respectively, of expenses reimbursable by Misto for professional services rendered in connection with the audit of our 2025 and 2024 annual financial statements prepared on an International Financial Reporting Standards ("IFRS") basis and provided to Misto. Misto reimbursed us for the 2024 fees related to these services in April 2025 and has agreed to reimburse us for fees related to the preparation of the 2025 annual financial statements.
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(2)"Audit-Related Fees" generally consist of assurance and related services, including audits of financial statements of employee benefit plans, that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not included under “Audit Fees” above. For 2024 and 2025, audit-related fees includes fees to PwC in connection with the pre-implementation phase of the Company's new enterprise resource platform.
(3) "Tax Fees" include the aggregate fees billed in each such year for professional services rendered by the independent auditors for tax compliance and the preparation of tax returns and refund requests.
(4) "All Other Fees" include the aggregate fees billed in each such fiscal year for products and services by the independent auditors that are not reported under "Audit Fees," "Audit-Related Fees" or "Tax Fees."
Board RecommendationOur Board of Directors recommends that you vote "FOR" the ratification of the appointment of PwC as our independent registered public accounting firm for fiscal year 2026.
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Report of the Audit Committee
The Audit Committee operates pursuant to a charter, which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included under the heading "Information About Our Board of Directors and Corporate Governance – Committees of Our Board of Directors – Audit Committee" in this proxy statement. Management is responsible for the preparation, presentation and integrity of the Company's financial statements, the application of accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing the Company's financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles. In addition, the independent registered public accounting firm is responsible for auditing and expressing an opinion on the Company's internal controls over financial reporting.
In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by applicable standards adopted by the Public Company Accounting Oversight Board (the "PCAOB") and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm its independence.
Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements of the Company be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC.
Submitted by the Audit Committee of the Company's Board of Directors:
Gregory Hewett, Chair
Steven Tishman
Leanne Cunningham
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Principal Stockholders
The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our common stock, as of April 10, 2026, by:
each person, or group of persons, known by us to own beneficially more than 5% of our outstanding shares of common stock;
each of the named executive officers for 2025;
each of our directors; and
all of our executive officers and directors as a group.
Beneficial ownership and percentage ownership are determined in accordance with the rules and regulations of the SEC and include voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, fractional shares have been rounded to the nearest whole share and shares of common stock subject to restrictions, options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 10, 2026 are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table or pursuant to applicable community property laws, we believe, based on information furnished to us, that each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder's name.
For further information regarding material transactions between us and the principal stockholders, see "Certain Relationships and Related Party Transactions."
Except as otherwise indicated in the footnotes below, the address of each beneficial owner is c/o Acushnet Holdings Corp., 333 Bridge Street, Fairhaven, Massachusetts 02719.
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| Name of beneficial owner | Number(#) | Percentage(%) |
|---|---|---|
| Stockholders: | ||
| Magnus(1) | 29,523,653 | 50.4 |
| Kayne Anderson Rudnick Investment Management LLC(2) | 6,092,055 | 10.4 |
| BlackRock, Inc.(3) | 4,120,530 | 7.1 |
| Named Executive Officers and Directors: | ||
| David Maher(4) | 862,881 | 1.5 |
| Sean Sullivan(4) | 91,527 | * |
| Mary Louise Bohn(4) | 202,924 | * |
| Steven Pelisek(4) | 73,028 | * |
| Christopher Lindner(4) | 81,856 | * |
| Yoon Soo (Gene) Yoon(1)(4)(5) | 29,568,960 | 50.5 |
| Leanne Cunningham(4) | 7,142 | * |
| Gregory Hewett(4) | 37,109 | * |
| Ho Yeon (Aaron) Lee(1)(4)(5) | 29,533,113 | 50.4 |
| Jan Singer(4) | 11,733 | * |
| Steven Tishman(4) | 40,315 | * |
| Keun Chang (Kevin) Yoon(1)(4)(5) | 29,544,454 | 50.5 |
| All current executive officers and directors as a group (17 persons)(4) | 31,210,843 | 53.3 |
- Less than one percent.
(1)Represents shares of our common stock owned by Magnus, a wholly owned subsidiary of Misto. The shares of our common stock owned by Magnus are Magnus' only assets. Yoon Soo (Gene) Yoon, Honorary Chairman of Misto, Keun Chang (Kevin) Yoon, President and CEO of Misto, and Ho Yeon (Aaron) Lee, CFO of Misto, may be deemed to be the beneficial owners and have voting and dispositive power with respect to the shares of our common stock held by Misto. The address of Misto, Yoon Soo (Gene) Yoon, Keun Chang (Kevin) Yoon and Ho Yeon (Aaron) Lee is 35, Bomun-ro, Seongbuk-gu, Seoul, Korea 9F, 10F, 02873.
(2)Based on a Schedule 13G filed on February 13, 2025, Kayne Anderson Rudnick Investment Management, LLC has sole voting power over 3,962,301 shares, shared voting power over 1,111,401 shares, sole dispositive power over 4,980,654 shares and shared dispositive power over 1,111,401 shares. The principal business address of Kayne Anderson Rudnick Investment Management LLC is 2000 Avenue of the Stars, Suite 1110, Los Angeles, CA 90067.
(3)Based on a Schedule 13G filed on April 24, 2025, BlackRock, Inc. has sole voting power over 4,084,974 and sole dispositive power over 4,120,530 shares. The principal business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
(4)Does not reflect any shares that may be issued upon settlement of outstanding RSUs or PSUs, other than those, if any, that will vest within 60 days of April 10, 2026.
(5)Includes 29,523,653 shares of our common stock owned by Magnus, which Yoon Soo (Gene) Yoon, Keun Chang (Kevin) Yoon and Ho Yeon (Aaron) Lee may be deemed to beneficially own, as described in footnote 1 above.
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Certain Relationships and Related Party Transactions
Related Persons Transaction Policy
The Board has adopted a written policy on transactions with related persons. Our Related Persons Transaction Policy requires that a "related person" (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our Chief Legal Officer any "related person transaction" (defined as any transaction that we anticipate would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. Our Chief Legal Officer will then promptly communicate that information to the Board. The policy requires any related person transaction to be approved or ratified by the Board or a duly authorized committee thereof. The policy also requires directors interested in a related person transaction to recuse themselves from any vote on a related person transaction in which they have an interest.
Registration Rights Agreement
In connection with our initial public offering, we entered into a registration rights agreement that provides Magnus "demand" registrations and customary "piggyback" registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities that may arise under the Securities Act of 1933, as amended, or to contribute to payments the registration rights holders may be required to make in respect of those liabilities.
Share Repurchase Agreements
In connection with our share repurchase program, we have entered into share repurchase agreements with Magnus pursuant to which we have purchased shares of our common stock from Magnus on a share-for-share basis as we repurchased shares of our common stock on the open market. Pursuant to these share repurchase agreements, during the fiscal year ended December 31, 2025, we engaged in the following transactions with Magnus:
Pursuant to and in satisfaction of our obligations under a share repurchase agreement between us and Magnus, dated as of June 14, 2024, over the period of time from July 1, 2024 through December 31, 2024, we purchased 935,907 shares of our common stock on the open market for aggregate consideration of $62.5 million, and on April 10, 2025, we purchased 935,907 shares of our common stock from Magnus for aggregate consideration of $62.5 million.
Pursuant to and in satisfaction of our obligations under a share repurchase agreement between us and Magnus, dated as of December 17, 2024, over the period of time from January 2, 2025 through June 30, 2025, we repurchased 953,406 shares of our common stock on the open market for aggregate consideration of $62.5 million, and on July 10, 2025, we purchased 953,406 shares of our common stock from Magnus for aggregate consideration of $62.5 million.
Service Agreement
On March 19, 2025, we entered into a Service Agreement with Misto, pursuant to which we have agreed to provide Misto with certain services in connection with the preparation of our annual financial statements on an IFRS basis and certain tax compliance information, in each case, as required by the laws and regulations of the Republic of Korea (the "Service Agreement"). In 2025, Misto compensated us in the amount of $277,447 for services rendered pursuant to the Service Agreement during the fiscal year ended December 31, 2025. We currently estimate that Misto will compensate us in the amount of approximately $280,000 for services rendered pursuant to the Service Agreement during the fiscal year ending December 31, 2026.
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Lease Agreement
Acushnet Korea Co., Ltd., a wholly owned subsidiary of the Company ("Acushnet Korea"), is currently negotiating a potential lease agreement with Misto Korea Co., Ltd., a wholly owned subsidiary of Misto ("Misto Korea"), for the lease to Acushnet Korea of approximately 55,000 square feet of commercial office space in Seoul, Korea owned by Misto Korea. The proposed lease term is five years, with estimated annual rental payments and maintenance fees of approximately $1.7 million. Negotiation of the potential lease is being overseen by the Audit Committee, which is composed entirely of disinterested directors who are not affiliated with Misto. No agreement has been executed as of the date of this proxy statement.
Other
In 2025, Misto reimbursed us $855,157 of expenses related to professional services rendered by PwC in connection with the 2024 audit of our annual financial statements that we prepared on an IFRS basis and provided to Misto.
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Other Matters
Communications with Our Board of Directors
Stockholders and interested parties wishing to communicate with the chairperson of any of the Audit, Compensation or Nominating and Corporate Governance Committees, or with the non-management or independent directors as a group, may do so by addressing such communications or concerns to our Corporate Secretary at 333 Bridge Street, Fairhaven, Massachusetts 02719, who will forward such communications to the appropriate party.
Availability of Annual Report
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our proxy statement, each as filed with the SEC, is available, without charge, by mailing a request to the following address:
Acushnet Holdings Corp.
Attention: Investor Relations
333 Bridge Street
Fairhaven, MA 02719
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our proxy statement are also available under "SEC Filings" in the "Investors" section on our website at www.acushnetholdingscorp.com.
Stockholder Proposals for the 2027 Annual Meeting
To be considered for inclusion in next year's proxy materials pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals must be submitted in writing by December 18, 2026 to our Corporate Secretary at 333 Bridge Street, Fairhaven, Massachusetts 02719, and must comply with all applicable requirements of Rule 14a-8.
Our Bylaws provide that nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Company's notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any authorized committee thereof or (c) by any stockholder of the Company present in person who is entitled to vote at the meeting, who has complied with the notice procedures set forth in our Bylaws and who was a stockholder of record at the time such notice is delivered to our Corporate Secretary. To be timely for our 2027 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices not earlier than one hundred twenty (120) days (February 8, 2027) nor later than ninety (90) days (March 10, 2027) prior to the first anniversary of the preceding year's annual meeting of stockholders (June 8, 2026).
Stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to our Corporate Secretary that sets forth the information required by Rule 14a-19 of the Exchange Act in accordance with and within the time period prescribed in the advance notice provisions of our Bylaws.
Other Business
The Board of Directors does not presently intend to bring any other business before the meeting, and, so far as is known to the Board of Directors, no matters are to be brought before the meeting except as specified in the Notice of Annual Meeting and described in this proxy statement. As to any business that may properly come before the meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the best judgment of the persons voting such proxies.
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