| 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 2013 Stock-Based Incentive Compensation Plan (as Amended)
At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Turtle Beach Corporation (the “Company”) held on July 6, 2023, the Company’s stockholders approved an amendment to the Turtle Beach Corporation 2013 Stock-Based Incentive Compensation Plan (as amended) (the “2013 Plan”) to, among other things, (i) change the name of the 2013 Plan to Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan, and (ii) increase the number of shares of the Company’s common stock, par value $0.001 per share (the “common stock”), authorized for issuance under the 2013 Plan by 1,049,000, (the “2023 Stock Plan Amendment” and the 2013 Plan, after giving effect to the 2023 Stock Plan Amendment, the “Amended Plan”). The 2023 Stock Plan Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on May 15, 2023. The 2023 Stock Plan Amendment is described in more detail in the Company’s definitive proxy statement (the “Definitive Proxy Statement”), as filed with the U.S. Securities and Exchange Commission on May 26, 2023.
The summary of 2023 Stock Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the 2023 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. |
On July 6, 2023, the Company held by live webcast its Annual Meeting. A quorum was present at the Annual Meeting. Matters submitted to the Company’s stockholders and voted upon at the Annual Meeting, which are more fully described in the Company’s Definitive Proxy Statement, were (1) the election of seven nominees to the Board, (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, 2023, (3) the approval of an amendment to the Company’s 2013 Stock-Based Incentive Compensation Plan to increase the total number of shares of common stock authorized for grant under the 2013 Plan from 5,277,353 shares to 6,326,353 shares, and (4) an advisory vote on the compensation of the Company’s named executive officers (“NEOs”).
The tables below show the votes cast for, against or withheld, as well as the number of abstentions, as to each proposal, including a separate tabulation with respect to each nominee for director.
Proposal 1. Election of Directors.
| | | | | | | | | | | | |
Nominee | | For | | | Withheld Authority | | | Broker Non-Votes | |
Terry Jimenez | | | 7,724,835 | | | | 1,765,549 | | | | 4,103,762 | |
L. Gregory Ballard | | | 7,170,111 | | | | 2,320,273 | | | | 4,103,762 | |
Katherine L. Scherping | | | 7,883,233 | | | | 1,607,151 | | | | 4,103,762 | |
Julia W. Sze | | | 7,922,396 | | | | 1,567,988 | | | | 4,103,762 | |
Michelle D. Wilson | | | 7,917,151 | | | | 1,573,233 | | | | 4,103,762 | |
Andrew Wolfe, Ph.D. | | | 7,827,447 | | | | 1,662,937 | | | | 4,103,762 | |
William Wyatt | | | 7,850,357 | | | | 1,640,027 | | | | 4,103,762 | |
