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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2025
TURTLE BEACH CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 001-35465 | 27-2767540 | ||
| (State or other jurisdiction of Incorporation or organization) |
Commission File No. |
(I.R.S. Employer Identification No.) |
| 15822 Bernardo Center Drive, Suite 105 |
| San Diego, CA 92127 |
| (Address of principal executive offices) (Zip Code) |
(914) 345-2255
(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 |
||
| Common Stock, par value $0.001 | TBCH | The Nasdaq Global Market |
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 5.02 | 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 | ||
Exhibit 10.1
AMENDMENT NO. 2025-1 TO
TURTLE BEACH CORPORATION
2023 STOCK-BASED INCENTIVE COMPENSATION PLAN
June 3, 2025
WHEREAS, Turtle Beach Corporation, a Nevada corporation (the “Company”), maintains the Company’s 2023 Stock-Based Incentive Compensation Plan (the “Plan”) for the benefit of eligible employees of the Company or its subsidiaries or affiliates, non-employee members of the Company’s Board of Directors, and other service providers who perform services for the Company or its subsidiaries or affiliates; and
WHEREAS, the Company desires to amend the Plan to increase the total number of shares of common stock of the Company that may be issued or transferred under the Plan and to update the number of shares of common stock that may be granted as incentive stock options; and
NOW, THEREFORE, in accordance with the foregoing and subject to approval of the Company’s stockholders, the Plan shall be, and hereby is, amended as follows:
1. Section 6.1 of the Plan is hereby deleted in its entirety and replaced with the following:
“6.1 Number of Shares. Subject to adjustment as provided in Section 15 and the provisions of this Section 6, the total number of shares of Common Stock reserved and available for issuance pursuant to Awards granted under the Plan shall be 6,326,353, plus effective as of the date of stockholder approval, an additional 1,510,000 shares of Common Stock.
2. Clause (i) of Section 6.2 is hereby deleted in its entirety and replaced with the following:
“(i) the maximum number of shares of Common Stock available for Awards that are intended to be Incentive Stock Options shall not exceed 7,836,353”
3. Except as modified herein, all provisions of the Plan shall remain in full force and effect.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2025-1 to the Company’s 2023 Stock-Based Incentive Compensation Plan as of the date first set forth above.
| TURTLE BEACH CORPORATION | ||
| By: | /s/ Mark Weinswig |
|
| Name: | Mark Weinswig | |
| Title: | Chief Financial Officer | |
SIGNATURE PAGE TO AMENDMENT NO. 2025-1 TO STOCK-BASED INCENTIVE COMPENSATION PLAN