UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 12, 2023

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Turtle Beach Corp

(Exact Name of Registrant as Specified in Its Charter)
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001-35465
(Commission File Number)

Nevada
27-2767540
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

44 SOUTH BROADWAY, 4TH FLOOR
WHITE PLAINS, New York 10601
(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.001
  
HEAR
  
The Nasdaq Global Market
Preferred Stock Purchase Rights
  
N/A
  
The Nasdaq Global Market





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. ☐




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2023, Brian Stech informed Turtle Beach Corporation (the “Company”) that he will not stand for re-election to the Board of Directors of the Company (the “Board”) at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Mr. Stech will continue to serve as a director until the expiration of his current term at the Annual Meeting. Mr. Stech’s departure is not the result of any disagreement with the Company.
The Board expresses its appreciation for Mr. Stech’s service to the Company and his contributions to the Board.
 
Item 9.01. Financial Statements and Exhibits.
 
 
d)
Exhibits.
 
Exhibit No.
 
Description
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 


SIGNATURES
 
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.

Dated:  May 15, 2023


 
TURTLE BEACH CORPORATION
 
 
 By:   
/s/ JOHN T. HANSON
 
John T. Hanson
 
Chief Financial Officer, Treasurer and Secretary