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): June 2, 2026
TURTLE BEACH CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 001-35465 | 27-2767540 | ||
| (State or other jurisdiction of Incorporation or organization) | Commission File No. | (I.R.S. Employer Identification No.) |
15822 Bernardo Center Drive, Suite 105
San Diego, CA 92127
(Address of principal executive offices) (Zip Code)
(914) 345-2255
(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 obligations 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 | Name of each exchange | ||
| Common Stock, par value $0.001 | TBCH | 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 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 2, 2026, Turtle Beach Corporation (the “Company”) held by live webcast its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), where a quorum was present. Matters submitted to the Company’s stockholders and voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, were (1) the election of six nominees to the Company’s Board of Directors to serve until the next annual meeting of stockholders, (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, 2026, and (3) a non-binding, advisory vote on the compensation of the Company’s named executive officers (“NEOs”).
The tables below show the votes cast for or against, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.
Item 1. Election of six members to the Board of Directors.
| Nominee | For | Against | Abstain | Broker Non-Vote | ||||
| William Wyatt | 7,921,944 | 731,238 | 3,137 | 3,939,697 | ||||
| Libby B. Bush | 7,756,653 | 894,809 | 4,857 | 3,939,697 | ||||
| Lee Haspel | 8,348,699 | 284,043 | 23,577 | 3,939,697 | ||||
| Cris Keirn | 8,182,398 | 470,470 | 3,451 | 3,939,697 | ||||
| Daniela Kelley | 8,348,980 | 283,663 | 23,676 | 3,939,697 | ||||
| Julia W. Sze | 8,042,471 | 610,183 | 3,665 | 3,939,697 |
Item 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| For | Against | Abstain | ||
| 12,380,259 | 207,376 | 8,381 |
Item 3. Non-binding, advisory vote on the compensation of NEOs.
| For | Against | Abstain | Broker Non-Vote | |||
| 8,469,269 | 172,584 | 14,466 | 3,939,697 |
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: June 2, 2026
| TURTLE BEACH CORPORATION | ||
| By: | /s/ CRIS KEIRN | |
| Cris Keirn | ||
| Chief Executive Officer | ||