Washington, D.C. 20549




(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )



Filed by the Registrant     ☒                            Filed by a Party other than the Registrant   ☐

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Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to §240.14a-12

Turtle Beach Corporation

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 14, 2019








Meeting Information


Meeting Type: Annual Meeting


For holders as of: April 22, 2019


Date: June 14, 2019         Time: 9:00 AM PDT


Location:   Hotel Karlan San Diego

14455 Penasquitos Drive

San Diego, CA 92129








11011 Via Frontera, Suite A/B





You are receiving this communication because you hold shares in the above named company.






This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.




See the reverse side of this notice to obtain proxy materials and voting instructions.


— Before You Vote —

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:


    1. Annual Report            2. Notice & Proxy Statement


How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


2) BY TELEPHONE:   1-800-579-1639

3) BY E-MAIL*: 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the

arrow LOGO     (located on the following page) in the subject line.



Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 02, 2019 to facilitate timely delivery.





— How To Vote —

Please Choose One of the Following Voting Methods





Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO     available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.





                  Voting items                     
       The Board of Directors recommends you vote FOR the following:     

1.  Election of Directors




01   Juergen Stark        02    Ronald Doornink         03    William E. Keitel         04    Andrew Wolfe, Ph.D.       05     L. Gregory Ballard


  The Board of Directors recommends you vote FOR proposals 2 and 3.     


2   To ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.



NOTE: Such other business as may properly come before the meeting or any adjournment thereof.


3   An advisory vote on the compensation of our named executive officers.

  The Board of Directors recommends you vote 3 YEARS on the following proposal:     

4   An advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.




The Board of Directors recommends you vote FOR the following proposal:


5   To approve amendments to the Company’s 2013 Stock-Based Incentive Compensation Plan, as amended (the “2013 Plan”), to incorporate certain best market practices and to increase the total number of shares of common stock authorized for grant thereunder from 2,862,500 shares to 4,302,353 shares.