Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 26, 2022, the Board of Directors (the “Board”) of Turtle Beach Corporation (the “Company”) accepted the voluntary resignation of Kelly A. Thompson from the Board. Ms. Thompson’s decision to resign from the Board was not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
Also on October 26, 2022, the Board appointed Terry Jimenez to the Board. Mr. Jimenez’s appointment and Ms. Thompson’s resignation are in furtherance of the commitments that the Company made to The Donerail Group LP (“Donerail”) in the Cooperation Agreement, dated May 13, 2022, by and among the Company, Donerail, SCW Capital Management, LP and the other parties named therein. In connection with his appointment, Mr. Jimenez was also appointed to the Nominating and Governance Committee of the Board.
The Board has determined that Mr. Jimenez is an independent director as defined in the listing standards of The Nasdaq Stock Market LLC and the applicable rules of the Securities and Exchange Commission. Mr. Jimenez will receive the Company’s standard compensation for non-employee directors, pro-rated from the date of his appointment, as described in the Company’s proxy statement for its 2022 Annual Meeting of Stockholders, which was filed on May 20, 2022.
Other than as described in this Item 5.02, there are no arrangements or understandings between Mr. Jimenez and any other person pursuant to which he was selected as a director. Mr. Jimenez is not party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD.
On October 26, 2022, the Company issued a press release announcing Ms. Thompson’s resignation and Mr. Jimenez’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 is being furnished pursuant to Regulation FD and no part shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
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.
