UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of an Amendment to the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan (as Amended)
On June 3, 2025, Turtle Beach Corporation (the “Company”) held by live webcast its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), where a quorum was present. At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s 2023 Stock Based Incentive Compensation Plan (the “Stock Plan Amendment”) to increase the number of shares available thereunder by 1,510,000 additional shares.
The description of the Stock Plan Amendment set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2025 (the “Proxy Statement”), section entitled “Item 5–Approval of Amendment to 2023 Stock-Based Incentive Compensation Plan” beginning on page 59 of the Proxy Statement, is incorporated herein by reference. This summary of the Stock Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Stock Plan Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Matters submitted to the Company’s stockholders and voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, 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, 2025, (3) an advisory vote on the compensation of the Company’s named executive officers (“NEOs”), (4) an advisory vote on the frequency of future advisory votes on the compensation of the Company’s NEOs, and (5) the approval of an amendment to the Company’s 2023 Stock Based Incentive Compensation Plan.
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.
Item 1. Election of eight members to the Board of Directors.
| Nominee |
For | Against | Abstain | Broker Non-Vote | ||||||||||||
| Terry Jimenez |
11,500,290 | 263,150 | 91,264 | 3,121,874 | ||||||||||||
| Elizabeth B. Bush |
11,511,974 | 180,249 | 162,481 | 3,121,874 | ||||||||||||
| Cris Keirn |
11,707,413 | 56,563 | 90,728 | 3,121,874 | ||||||||||||
| David Muscatel |
11,489,635 | 270,394 | 94,675 | 3,121,874 | ||||||||||||
| Katherine L. Scherping |
11,510,116 | 182,007 | 162,581 | 3,121,874 | ||||||||||||
| Julia W. Sze |
11,542,878 | 149,441 | 162,385 | 3,121,874 | ||||||||||||
| Andrew Wolfe, Ph.D. |
11,506,059 | 252,552 | 96,093 | 3,121,874 | ||||||||||||
| William Wyatt |
11,481,507 | 281,696 | 91,501 | 3,121,874 | ||||||||||||
Item 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| For |
Against |
Abstain | ||
| 14,715,591 | 168,949 | 92,038 |
Item 3. Advisory vote on the compensation of NEOs.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 11,535,273 | 214,589 | 104,842 | 3,121,874 |
Item 4. Advisory vote on the frequency of future advisory votes on the compensation of NEOs.
| 1 Year |
2 Years |
3 Years |
Abstain | |||
| 11,264,395 | 27,385 | 385,809 | 177,115 |
Item 5. Approval of an amendment to the Company’s 2023 Stock Based Incentive Compensation Plan.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 11,623,149 | 131,901 | 99,654 | 3,121,874 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
| Exhibit |
Description | |
| 10.1 | Amendment No. 2025-1 to Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
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 5, 2025
| TURTLE BEACH CORPORATION | ||
| By: | /S/ MARK WEINSWIG | |
| Mark Weinswig | ||
| Chief Financial Officer | ||