UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Acushnet Holdings Corp.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-37935 |
| (State or other jurisdiction of incorporation) | (Commission file number) |
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333 Bridge Street Fairhaven, Massachusetts | 02719 |
(Address of principal executive offices) | (Zip code) |
| |
| Roland Giroux (800) 225-8500 |
(Name and Telephone Number, including area code, of the person to contact in connection with this report.) |
Check the appropriate box below to indicate the rule pursuant to which this form is being filed:
☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023
☐ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended __________________.
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
As contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD, the Conflict Minerals Report of Acushnet Holdings Corp. (“Acushnet”) is furnished as an Exhibit to this Form SD and is available on Acushnet’s website at www.acushnetholdingscorp.com/investors/sec-filings.
Acushnet’s website is not incorporated by reference and should not be considered part of this Form SD or Acushnet’s Conflict Minerals Report.
Item 1.02 Exhibit
The Conflict Minerals Report described in Item 1.01 is furnished as Exhibit 1.01 to this Form SD.
Section 3 – Exhibits
Item 3.01 Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned
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| | | ACUSHNET HOLDINGS CORP. |
| | | By: | /s/ Roland Giroux |
| | | Name: | Roland Giroux |
| | | Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary |
Date: May 29, 2024
Exhibit 1.01
Conflict Minerals Report
Acushnet Holdings Corp. (“Acushnet,” “we,” “us” or “our”) has prepared this Conflict Minerals Report (this “Report”) in accordance with the Securities and Exchange Commission’s (“SEC”) Rule 13p-1 adopted under the Securities Exchange Act of 1934, as amended, and Form SD thereunder (collectively, the “Rule”) for the reporting period of January 1, 2023 to December 31, 2023. The Rule requires SEC registrant companies to disclose the use of “Conflict Minerals” in their products, where such use is “necessary to the functionality or production of a product” manufactured by that company. The Rule defines “Conflict Minerals” as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives tantalum, tin and tungsten (collectively, “3TG”). The Rule is focused on conflict minerals originating in the Democratic Republic of the Congo (the “DRC”) or a country that shares an internationally recognized border with the DRC (collectively, the “Covered Countries”).
As a registrant with 3TG present in certain of our manufactured products, we come within the scope of the Rule, and are required to perform a “reasonable country of origin inquiry” (“RCOI”) into the sources of the 3TG in our products to determine whether any such minerals originated in a Covered Country. The results of our RCOI are detailed in Section V below.
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements under the federal securities laws relating to actions that we may take in the future with respect to our Conflict Minerals compliance program. In some cases, the reader can identify forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “should,” “will” and similar words. The forward-looking statements contained in this Report are not a guarantee of performance and are subject to numerous risks, uncertainties and other factors that may be outside of our control and that could cause actual events to differ materially from those expressed or implied by the forward-looking statements made herein. Such risks, uncertainties and other factors may include, without limitation, (i) the continued implementation of satisfactory traceability and other compliance measures by our direct and indirect suppliers on a timely basis or at all, (ii) the extent to which mines, smelters or refiners (collectively, “SORs”) and other market participants responsibly source 3TG and (iii) political, regulatory and economic developments, whether in the Covered Countries, the United States or elsewhere. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
INCORPORATION BY REFERENCE
Unless otherwise expressly stated herein, any documents, third-party materials or references to websites (including Acushnet’s) are not incorporated by reference in, or considered to be a part of this Report, unless expressly incorporated by reference herein.
I.Company Overview
Acushnet is the global leader in the design, development, manufacture and distribution of performance‑driven golf products, and these products are widely recognized for their quality excellence. We design, manufacture and market a broad range of products under the Titleist, FootJoy and KJUS brands. These brands are recognized as industry leaders in performance, quality, innovation and design.
II.Product Overview
Our products include golf balls, golf clubs, wedges and putters, golf shoes, golf gloves, golf gear and golf and ski outerwear and apparel. For a further discussion of our products, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
We analyzed the products we manufacture or contract to have manufactured and found that small quantities of tin and tungsten are present in a number of our products; primarily, in golf club grips, shafts, molded parts and heads, and in eyelets and zippers affixed to certain of our footwear and apparel products. Based on our internal product scoping, we do not believe that any of our products contain tantalum or gold.
III.Supply Chain Overview
We do not purchase 3TG directly from mines or SORs. In most cases, our position in the supply chain with respect to our in-scope products is many levels removed from the original source of the 3TG contained therein. As a result, we require the assistance of suppliers and other tiers of our supply chain to provide information regarding the origin of the 3TG contained in our in-scope products.
IV.Our Conflict Minerals Policy
We are committed to conducting our business ethically and sourcing materials for our products responsibly, and we are opposed to human rights abuses such as those that are occurring in the DRC. Accordingly, we have adopted and communicated to our suppliers a conflict minerals policy regarding the use of 3TG in our products (our “Conflict Minerals Policy”), which sets forth the following expectations of our 3TG suppliers:
•Source 3TG exclusively from sources that do not directly or indirectly benefit or finance armed groups in the Covered Countries or elsewhere;
•Where possible, source 3TG from SORs that are validated as being “conflict free” or conformant with a third-party audit protocol addressing responsible mineral sourcing;
•Establish procedures for the traceability of 3TG;
•Cooperate with our 3TG due diligence process, including by providing written certifications and other information regarding the origin of 3TG included in our products and their components;
•Maintain reviewable business records supporting the source of 3TG;
•Adopt policies and procedures with respect to 3TG consistent with our Conflict Minerals Policy and the OECD Guidance (as defined below), including by adopting a risk mitigation strategy designed to respond to identified risks in the supply chain and by communicating such policies and procedures to their personnel and direct and indirect suppliers; and
•Require their direct and indirect suppliers to adopt policies and procedures that are consistent with our Conflict Minerals Policy.
Suppliers who do not comply with the expectations set forth in our Conflict Minerals Policy will be reviewed and evaluated for future business and sourcing decisions accordingly.
We also maintain a Global Human Rights Policy, which requires our suppliers to engage in responsible labor practices. Our Conflict Minerals Policy and our Global Human Rights Policy are available on our website at www.acushnetholdingscorp.com/investors/governance.
V.Reasonable Country of Origin Inquiry
We conducted, in good faith, an RCOI with respect to the golf club, footwear and apparel products we manufactured or contracted to manufacture that contain or may contain 3TG that are necessary to the functionality or production of such products. Our inquiry was reasonably designed to determine whether our necessary 3TG originated in the Covered Countries or came from recycled or scrap sources. Our outreach included 66 suppliers. For our RCOI, to the extent applicable, we utilized the same processes and procedures as for our due diligence, in particular the systems, processes, and procedures contemplated by Steps 1 and 2 of the Organisation for Economic Co-operation and Development's Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including the Supplement on Tin, Tantalum and Tungsten and the Supplement on Gold (Third Edition, 2016) (the “OECD Guidance”). These processes and procedures are described below.
Consistent with the OECD Guidance, we have endeavored to determine the mine or location of origin of our necessary 3TG by requesting that our suppliers complete in full the Responsible Minerals Initiative’s (“RMI”) Conflict Minerals Reporting Template (“CMRT”) and through the other measures described in this Report.
For 2023, we did not determine that any of our in-scope products supported conflict (i.e., contained necessary 3TG that directly or indirectly financed or benefited an armed group in a Covered Country); however, we did not conclude that any of our in-scope products were “DRC conflict free” as defined in the Rule.
Based on the results of our RCOI, we exercised due diligence for 2023. These due diligence efforts are discussed below.
VI.Design of Due Diligence Measures
On the basis of the information obtained as part of our RCOI, we conducted due diligence regarding the source and chain of custody of the 3TG contained in our in-scope products. We designed our due diligence measures to be in conformity, in all material respects, with the OECD Guidance. The OECD Guidance specifies a five-step framework for risk-based due diligence for responsible supply chains of minerals sourced from conflict-affected and high-risk areas, which are described below in connection with our Conflict Minerals compliance program.
VII.Due Diligence Measures Performed by Acushnet
We performed the following due diligence measures in accordance with the OECD Guidance and the Rule:
OECD Guidance Step #1: Establish strong company management systems:
•We maintain a Conflict Minerals Policy that sets forth our commitments regarding the sourcing of 3TG and our expectations of our suppliers regarding the same.
•The implementation of our RCOI and the conducting of due diligence on the source and chain of custody of our necessary 3TG are managed by our legal, product development and operations departments.
•Material Conflict Minerals-related records, including completed CMRTs, are maintained by us for a period of at least five years from the date of creation.
•Our Conflict Minerals Policy is available to our new suppliers during the Conflict Minerals diligence process as well as our existing suppliers and the general public.
•Interested parties can report improper activities in violation of our Conflict Minerals Policy by calling 1-855-219-7326 or submitting a report online at www.acushnetcompliance.com.
OECD Guidance Step #2: Identify and assess risk in the supply chain
•We request that each of our suppliers complete a CMRT. The CMRT is designed to request sufficient information regarding our suppliers’ practices with respect to the sourcing of 3TG to enable us to comply with our requirements under the Rule.
•Our legal and operations departments manage and oversee the collection of information from our suppliers. To the extent that a completed CMRT identifies an SOR, we review that information against the list of Conformant (as defined in Annex A hereto) SORs published in connection with the RMI’s Responsible Minerals Assurance Process (“RMAP”).
OECD Guidance Step #3: “Design and implement a strategy to respond to identified risks”
•The findings of our supply chain risk assessment are reported to a senior member of our legal department.
•Our risk mitigation strategy allows for a flexible response that is commensurate with the risks identified.
OECD Guidance Step #4: “Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain”
Given that we do not have a direct relationship with the SORs that process the necessary 3TG present in our products, we rely on the RMI to conduct third-party audits of SORs and utilize the information made available by the RMI in connection therewith to assess SOR due diligence and to determine whether SORs are Conformant.
OECD Guidance Step #5: “Report on supply chain due diligence”
As required by the Rule, we have filed a Form SD and this Report as an exhibit thereto for the reporting period of January 1, 2023 to December 31, 2023. The Form SD and this Report are also available on our website at www.acushnetholdingscorp.com/investors/sec-filings.
VIII.Future Risk Mitigation Efforts
We intend to take the following steps to mitigate the risk that our necessary 3TG benefit armed groups in the Covered Countries:
1.Further distribute our Conflict Minerals Policy to relevant suppliers.
2.Continue to engage with suppliers to obtain complete CMRTs.
3.Communicate our sourcing expectations to potential new in-scope suppliers (including by providing them with our Conflict Minerals Policy), and as new in-scope suppliers are added to our supply chain, work with those suppliers to ensure that they understand the requirements of the Rule and the OECD Guidance.
4.Encourage our suppliers to source 3TG responsibly, particularly when sourcing from Covered Countries.
All of the foregoing steps are in addition to the other steps that we took in respect of 2023, which we intend to continue to take in respect of 2024 to the extent applicable.
ANNEX A
Capitalized terms used and not otherwise defined herein have the meanings set forth in the Conflict Minerals Report of which this Annex A is a part.
Smelters and Refiners
In connection with our RCOI and due diligence process, our suppliers identified to us the SORs listed below as having processed the necessary 3TG contained in our in-scope products for 2023. Please see the notes that accompany the table for additional information concerning the data in the table.
Smelter and Refiner Information(1)
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Metal | | Name of Smelter or Refiner | | Country of Location | | Smelter or Refiner Status |
Tin | | Aurubis Beerse (f/k/a Metallo Belgium N.V.) | | Belgium | | Conformant |
Tin | | Dowa | | Japan | | Conformant |
Tin | | Fenix Metals | | Poland | | Conformant |
Tin | | Malaysia Smelting Corporation (MSC) | | Malaysia | | Conformant |
Tin | | Mineracao Taboca S.A. | | Brazil | | Conformant |
Tin | | Minsur | | Peru | | Conformant |
Tin | | Mitsubishi Materials Corporation | | Japan | | Conformant |
Tin | | PT ATD Makmur Mandiri Jaya | | Indonesia | | Conformant |
Tin | | PT Artha Cipta Langgeng | | Indonesia | | Conformant |
Tin | | PT Menara Cipta Mulia | | Indonesia | | Conformant |
Tin | | PT Mitra Stania Prima | | Indonesia | | Conformant |
Tin | | PT Refined Bangka Tin | | Indonesia | | Conformant |
Tin | | PT Timah Tbk Kundur | | Indonesia | | Conformant |
Tin | | PT Timah Tbk Mentok | | Indonesia | | Conformant |
Tin | | Thaisarco | | Thailand | | Conformant |
Tin | | Tin Smelting Branch of Yunnan Tin Co., Ltd. | | China | | Conformant |
Tin | | White Solder Metalurgia e Mineracao Ltda. | | Brazil | | Conformant |
Tungsten | | Chongyi Zhangyuan Tungsten Co., Ltd. | | China | | Conformant |
Tungsten | | Japan New Metals Co., Ltd. | | Japan | | Conformant |
Tungsten | | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | | China | | Conformant |
Tungsten | | Jiangxi Yaosheng Tungsten Co., Ltd. | | China | | Conformant |
Tungsten | | Masan High-Tech Materials | | Vietnam | | Conformant |
Tungsten | | Xiamen Tungsten Co., Ltd. | | China | | Conformant |
Tungsten | | Xiamen Tungsten (H.C.) Co., Ltd. | | China | | Conformant |
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(1) We note the following regarding the information presented in the foregoing table:
(a) The SORs included in the table above were identified as being part of our 2023 supply chain by certain of our suppliers in their respective completed product-level CMRTs. Some of our suppliers may have identified SORs that were not part of our 2023 supply chain due to over-inclusive information received from their suppliers, or for other reasons out of our control. In addition, the SORs listed above may not include all of the SORs in our 2023 supply chain because (i) we have not included SOR information that our suppliers reported to us at a “company level,” meaning that such suppliers reported to us the 3TG contained in all of their products (and not just the products that they sold to us) or that was reported to us at a “user-defined level” that was broader than the products that we purchased from such suppliers; and (ii) many of our suppliers were unable to identify all of the SORs used to process the necessary 3TG contained in our in-scope products.
(b) The table only includes entities identified as SORs by the RMI as of May 3, 2024. SOR status information reflected in the table is as of May 3, 2024 and is based solely on information made publicly available by the RMI.
(c) “Conformant” means that a smelter or refiner has successfully completed an assessment against the applicable RMAP standard or an equivalent cross-recognized assessment. Included SORs were not necessarily Conformant for all or part of 2023 and may not continue to be Conformant for any future period.
Country of Origin Information
Based on information received from our suppliers, the 3TG processed by the Conformant SORs listed in the table above may have originated in the countries listed below, as well as other countries. We are unable to determine the specific countries of origin of the 3TG in our products.
•Australia
•Central Africa Republic*
•Democratic Republic of the Congo*
•Indonesia
•Rwanda*
*Represents a Covered Country
Some of the SORs listed in the table above may have processed 3TG originating solely from recycled or scrap sources and others may have processed both recycled and scrap content and newly mined content from one or more of the countries listed above.
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