TURTLE BEACH CORPORATION (NASDAQ:HEAR) Files An 8-K Submission of Matters to a Vote of Security Holders

TURTLE BEACH CORPORATION (NASDAQ:HEAR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07

On June 19, 2020, Turtle Beach Corporation (the “Company”) held by live webcast its 2020 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 29, 2020, as supplemented on June 4, 2020 (the “Proxy Statement”), were (1) the election of five 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, 2020, and (3) an advisory vote on the compensation of the Company’s named executive officers (“NEOs”).
There were 10,541,315 shares of the Company’s common stock represented at the Annual Meeting by virtual attendance or by proxy, constituting approximately 72.33% of the Company’s outstanding common stock on April 20, 2020, 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
We believe that a substantial portion of the withheld votes for Chairman Juergen Stark may relate to a withhold recommendation from the proxy advisory firm, Institutional Shareholder Services, based on the fact that the Board did not have a formal nominating committee.
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, 2020.
Proposal 3. Advisory vote on the compensation of NEOs.

On June 19, 2020, the Board amended the charter of the Compliance and Governance Committee to rename it the Nominating and Governance Committee (the “Committee”) and to delegate to it the powers and authorities set forth therein. The Board determined that the current members of the Committee, Andrew Wolfe, Ph.D. and Kelly Thompson, each qualify as an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2), and meet the criteria for nominating committee membership under Nasdaq Listing Rule 5605(e). After deliberation and discussion, the Board believed that the delegation of the nominating function that was being exercised by only the independent directors of the Board to the fully independent Committee would increase transparency and communication with stockholders.

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Turtle Beach Corporation is an audio technology company. The Company is engaged in developing, commercializing and marketing products under the Turtle Beach and HyperSound brands. The Company operates through two segments: Voyetra Turtle Beach (Headset) and HyperSound. Turtle Beach is a provider of headset solutions for use across multiple platforms, including video game and entertainment consoles, handheld consoles, personal computers, tablets and mobile devices. It offers a range of headsets, spanning multiple wired and wireless retail price points and has offerings across all gaming platforms. HyperSound technology is an audio solution that provides a means of projecting sound in a directional manner, without use of speaker arrays, to a specific location creating a precise audio zone. Its HyperSound Clear 500P is a medical device and a directed audio solution for individuals with hearing loss.

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