UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation or organization) |
Commission File No. |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 11, 2024, Turtle Beach Corporation (the “Company”) held by live webcast its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). A quorum was present at the Annual Meeting. Matters submitted to the Company’s stockholders and voted upon at the Annual Meeting, which are more fully described in the Company’s Definitive Proxy Statement filed with the SEC on April 29, 2024, were (1) the election of eight nominees to the Company’s Board of Directors, (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, and (3) an advisory vote on the compensation of the Company’s named executive officers (“NEOs”).
The tables below show the votes cast for or against, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.
Proposal 1. Election of Eight Members to the Board of Directors.
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||
| Terry Jimenez |
13,395,530 | 920,838 | 6,828 | 2,880,982 | ||||
| L. Gregory Ballard |
13,895,930 | 420,172 | 7,094 | 2,880,982 | ||||
| Cris Keirn |
14,299,298 | 19,496 | 4,402 | 2,880,982 | ||||
| David Muscatel |
13,902,818 | 413,284 | 7,094 | 2,880,982 | ||||
| Katherine L. Scherping |
13,414,478 | 903,929 | 4,789 | 2,880,982 | ||||
| Julia W. Sze |
13,223,961 | 1,092,045 | 7,190 | 2,880,982 | ||||
| Andrew Wolfe, Ph.D. |
13,393,573 | 924,818 | 4,805 | 2,880,982 | ||||
| William Wyatt |
13,381,319 | 936,982 | 4,895 | 2,880,982 |
Proposal 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| For |
Against |
Abstain | ||
| 17,107,335 | 90,685 | 6,158 |
Proposal 3. Advisory vote on the compensation of NEOs.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 12,747,223 | 1,546,485 | 29,488 | 2,880,982 |
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 undersigned, thereto duly authorized.
Dated: June 13, 2024
| TURTLE BEACH CORPORATION | ||
| By: | /S/ JOHN T. HANSON | |
| John T. Hanson | ||
| Chief Financial Officer and Treasurer | ||
Document and Entity Information |
Jun. 11, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Turtle Beach Corp |
| Amendment Flag | false |
| Entity Central Index Key | 0001493761 |
| Document Type | 8-K |
| Document Period End Date | Jun. 11, 2024 |
| Entity Incorporation State Country Code | NV |
| Entity File Number | 001-35465 |
| Entity Tax Identification Number | 27-2767540 |
| Entity Address, Address Line One | 44 South Broadway |
| Entity Address, Address Line Two | 4th Floor |
| Entity Address, City or Town | White Plains |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10601 |
| City Area Code | (888) |
| Local Phone Number | 496-8001 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 |
| Trading Symbol | HEAR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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