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): October 26, 2022

Turtle Beach Corporation
(Exact Name of Registrant as Specified in Its Charter)

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, including 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

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 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.
 
 
d)
Exhibits.
 

Exhibit No.
 
Description


 
 

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, thereto duly authorized.
                                                                 
Dated:  October 26, 2022              
                                                      

 
TURTLE BEACH CORPORATION
 
 
 By:   
/s/ JUERGEN STARK
 
Juergen Stark
 
Chief Executive Officer and President
(Principal Executive Officer)