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: June 4, 2021
(Date of earliest event)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip code)
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(888 ) 496-8001
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 obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company 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 4, 2021, Turtle Beach Corporation (the “Company”) held by live webcast its 2021 Annual Meeting of
Stockholders (the “Annual Meeting”). A quorum was present at the Annual Meeting. Matters submitted to the stockholders and voted upon at the Annual Meeting, which are more fully described in the Company’s Definitive Proxy Statement filed with
the Securities and Exchange Commission on April 30, 2021 (the “Proxy Statement”), were (1) the election of six nominees to the Company’s Board of Directors (the “Board”), (2) the ratification of the appointment of BDO USA, LLP, as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (3) an advisory vote on the compensation of the Company’s named executive officers (“NEOs”) and (4) a vote to approve amendments to the Company’s 2013 Stock-Based Incentive Compensation Plan (as amended, the “2013 Plan”), to increase the total number of shares of common stock authorized for grant
under the 2013 Plan from 4,302,353 shares to 5,277,353 shares (subject, in each case, to adjustments for stock splits, stock dividends and the like).
There were 11,840,088 shares of the Company’s common stock represented at the Annual Meeting by virtual
attendance or by proxy, constituting approximately 74.91% of the Company’s outstanding common stock on April 12, 2021, the record date. The tables below show the votes cast for, against or withheld, 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. There were no broker non-votes for the proposal regarding the ratification of the accounting firm.
Proposal 1. Election of Directors
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Nominee
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For
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Withheld Authority
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Broker Non-Votes
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Juergen Stark
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8,666,475
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167,130
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3,006,483
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William E. Keitel
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8,750,233
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83,372
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3,006,483
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L. Gregory Ballard
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8,748,354
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85,251
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3,006,483
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Yie-Hsin Hung
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8,747,516
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86,089
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3,006,483
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Kelly Thompson
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8,751,962
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81,643
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3,006,483
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Andrew Wolfe, Ph.D.
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8,752,251
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81,354
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3,006,483
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Proposal 2. Ratification of the Appointment of BDO USA, LLP as the Company’s independent registered public
accounting firm for the year ending December 31, 2021.
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For
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Against
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Abstain
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11,802,388
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19,091
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18,609
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Proposal 3. Advisory vote on the compensation of NEOs.
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For
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Against
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Abstain
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Broker Non-Votes
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8,228,731
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565,113
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39,761
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3,006,483
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Proposal 4. Vote to approve amendments to the Company’s 2013 Stock-Based Incentive Compensation Plan (as
amended, the “2013 Plan”), to increase the total number of shares of common stock authorized for grant under the 2013 Plan from 4,302,353 shares to 5,277,353 shares (subject, in each case, to adjustments for stock splits, stock dividends and
the like).
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For
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Against
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Abstain
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Broker Non-Votes
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6,452,115
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2,158,176
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223,314
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3,006,483
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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 7, 2021
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TURTLE BEACH CORPORATION
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By:
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/S/ JOHN T. HANSON
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John T. Hanson
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Chief Financial Officer, Treasurer and Secretary
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