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 (Date of Earliest Event Reported): July 22, 2024
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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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N/A
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 22, 2024, the Board of Directors (the “Board”) of Turtle Beach Corporation (the “Company”), on the recommendation of the Nominating and Governance
Committee of the Board (the “Nominating Committee”), appointed Elizabeth Berlacher Bush as a director of the Company, effective July 24, 2024, to fill the vacancy created by Ms. Michelle D. Wilson electing not to stand for reelection. The Board, on the
recommendation of the Nominating Committee, also appointed Ms. Bush to serve on the Compensation Committee of the Board (the “Compensation Committee”).
Ms. Bush currently serves as Global Head of Media and Entertainment Partnerships at Creative Artists Agency LLC (“CAA”), a role she has held since June
2024. Ms. Bush has also served as a director of CAA since April 2024 and, prior to her current role, served in various leadership positions at CAA since November 2020. Previously, Ms. Bush served as founder and Chief Executive Officer of Tandem
Investment Holdings LLC (“Tandem”), a creative agency, from March 2015 to November 2020, when Tandem was acquired by CAA. Prior to founding Tandem, Ms. Bush worked for the Walt Disney Company as Head of Global Promotions at Marvel Entertainment LLC
from April 2012 to March 2015 and Director of Marketing and Strategic Partnerships at American Broadcasting Company from May 2009 to April 2012. Earlier in her career, Ms. Bush served as the Director of Marketing for the Women’s National Basketball
Association (WNBA) team the Los Angeles Sparks from September 2007 to May 2009, and worked in team marketing and business operations for the National Basketball Association (NBA) from September 2004 to September 2007. Ms. Bush also serves as an
advisory board member at IMPACT Learning Institute and as an adviser at Female Founder Collective and she previously served as a media advisory board member at Athletes Unlimited. Ms. Bush received a B.A. in rhetoric and communication studies from the
University of Richmond.
The Board has determined that Ms. Bush 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.
Ms. Bush will receive the Company’s standard compensation for non-employee directors as described in the Company’s proxy statement for its 2024 Annual
Meeting of Stockholders, which was filed on April 29, 2024. Upon her appointment to the Board, Ms. Bush became entitled to receive an annual cash retainer in the amount of $50,000 and an additional annual cash retainer of $7,500 for her service on the
Compensation Committee, each pro-rated from the date of her appointment. In addition, pursuant to the Company’s 2023 Stock-Based Incentive Compensation Plan, as amended, the Company granted Ms. Bush a restricted award of 4,805 shares of common stock of
the Company, which is equal to a pro-rated amount of the annual restricted stock awards granted to the Company’s non-employee directors in 2024.
Other than as described in this Item 5.02, there are no arrangements or understandings between Ms. Bush and any other person pursuant to which she was
selected as a director. Ms. Bush is not party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
On July 22, 2024, the Board appointed William Wyatt as Chair of the Compensation Committee, effective July 24, 2024.
| Item 7.01. |
Regulation FD.
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On July 25, 2024, the Company issued a press release announcing Ms. Bush’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.
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(d) Exhibits
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Exhibit
No.
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Description
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Press Release of Turtle Beach Corporation, dated July 25, 2024.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
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 hereunto duly authorized.
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TURTLE BEACH CORPORATION
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Date: July 25, 2024
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By:
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/s/ JOHN T. HANSON
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John T. Hanson
Chief Financial Officer and Treasurer
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Exhibit 99.1
TURTLE BEACH CORPORATION APPOINTS LIBBY BUSH
TO BOARD OF DIRECTORS
WHITE PLAINS, N.Y. – July 25, 2024 – Turtle Beach Corporation (Nasdaq: HEAR), a leading gaming headset and accessories brand, today announced the appointment
of Libby Bush, Global Head of Media & Entertainment Partnerships at leading entertainment and sports agency, Creative Artists Agency (CAA), to its board of directors (the “Board”) as an independent director, effective immediately. Following her
election to the Board, Ms. Bush has been added as a member of its Compensation Committee. With Ms. Bush’s appointment, the Board now includes a total of nine directors. In addition, William Wyatt, who has served as an independent board member since
2023, has been named Chair of the Compensation Committee.
“We are delighted to welcome Libby to the Board,” said Terry Jimenez, Chairman of the Board, Turtle Beach Corporation. “Her extensive leadership experience in
media and entertainment and building leading consumer brands will greatly benefit Turtle Beach and its shareholders as we continue to expand our business. We look forward to benefitting from her contributions.”
“Libby’s perspective and deep understanding of large and successful brands will undoubtedly benefit the Board and the Company,” added Julia Sze, Chair of the
Nominating and Governance Committee. “Additionally, her appointment to the Compensation Committee along with the appointment of Will to Chair of the Compensation Committee underscores our continued dedication to creating compensation programs that
align with and drive value for all shareholders.”
Ms. Bush is a seasoned media and entertainment executive with over two decades of experience in marketing and strategic growth initiatives in both funding and
distribution aspects. As Global Head of Media & Entertainment Partnerships at CAA, Ms. Bush oversees the department’s 25 colleagues and serves as a trusted advisor, strategist, and dealmaker for high-profile talent clients, in addition to major
media companies such as Netflix, Apple TV+, HBO, and Paramount+. Prior, she founded and led Tandem Entertainment, a boutique agency later acquired by CAA in 2020. Earlier in her career, she honed her skills in marketing and brand partnerships in
notable positions with the NBA, the WNBA’s Los Angeles Sparks, and the Walt Disney Company, working at both ABC and Marvel. Ms. Bush received a B.A. in rhetoric and communication studies from the University of Richmond.
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Turtle Beach Corporation Appoints Elizabeth Bush to Board of Directors
About Turtle Beach Corporation
Turtle Beach Corporation (the “Company”) (www.turtlebeachcorp.com) is one of the world’s leading gaming accessory providers. The Company’s namesake Turtle
Beach brand (www.turtlebeach.com) is known for designing best-selling gaming headsets, top-rated game controllers, award-winning PC gaming peripherals, and groundbreaking gaming simulation accessories. Innovation, first-to-market features, a broad
range of products for all types of gamers, and top-rated customer support have made Turtle Beach a fan-favorite brand and the market leader in console gaming audio for over a decade. Turtle Beach Corporation acquired Performance Designed Products
(www.pdp.com) in 2024. Turtle Beach’s shares are traded on the Nasdaq Exchange under the symbol: HEAR.
Cautionary Note on Forward-Looking Statements
This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information
contained in this release, statements in this release may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions, or beliefs about future events. Statements containing the words “may”, “could”,
“would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”, “project”, “intend” and similar expressions, or the negatives thereof, constitute forward-looking statements. Forward-looking statements involve known and
unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Forward-looking statements are based on management’s current beliefs and expectations, as well as
assumptions made by, and information currently available to, management.
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Turtle Beach Corporation Appoints Elizabeth Bush to Board of Directors
While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be
realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors
include, but are not limited to, risks related to logistic and supply chain challenges, the substantial uncertainties inherent in the acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the
impact of competitive products and pricing, general business and economic conditions, risks associated with the expansion of our business including the integration of any businesses we acquire and the integration of such businesses within our
internal control over financial reporting and operations, our indebtedness, liquidity, and other factors discussed in our public/// filings, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, Quarterly Report
on Form 10-Q, and the Company’s other periodic reports filed with the Securities and Exchange Commission. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and
Exchange Commission, the Company is under no obligation to publicly update or revise any forward-looking statement after the date of this release whether as a result of new information, future developments or otherwise.
CONTACTS
Investors:
hear@icrinc.com
(646) 277-1285
Public Relations & Media:
MacLean Marshall
Sr. Director, Global Communications
Turtle Beach Corporation
(858) 914-5093
maclean.marshall@turtlebeach.com
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