Document


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: June 14, 2016
(Date of earliest event reported)
 
 
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 Number)
(I.R.S. Employer
Identification Number)

12220 Scripps Summit Drive, Suite 100
San Diego, California 92131
(Address of principal executive offices)
(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))




Item 5.07 - Submission of Matters to a Vote of Security Holders

The 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Turtle Beach Corporation (the “Company”) was held on June 14, 2016. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2016 (the “Proxy Statement”), were (1) the election of six nominees to the Company’s board of directors, (2) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016 and (3) the approval, on a non-binding advisory basis, of Named Executive Officer compensation as disclosed in the Proxy Statement.
At the Annual Meeting, each of the director nominees set forth below was elected to hold office until his or her respective successor is duly elected and qualified or until his or her death, resignation or removal; the stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016; and the stockholders approved, on a non-binding advisory basis, Named Executive Officer compensation as disclosed in the Proxy Statement. The table below shows the votes cast for, against or withheld, 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. There were no broker non-votes for the proposal regarding the ratification of the accounting firm.
1.
Election of Directors

 
For
 
Withheld
 
Broker Non-Votes
Laureen DeBuono
28,698,281

 
1,895,577

 
9,349,134

Ronald Doornink
27,138,620

 
3,455,238

 
9,349,134

Kenneth A. Fox
27,463,467

 
3,130,391

 
9,349,134

William E. Keitel
27,396,085

 
3,197,773

 
9,349,134

Juregen Stark
27,714,907

 
2,878,951

 
9,349,134

Andrew Wolfe
28,699,191

 
1,894,667

 
9,349,134


2.
Ratification of the Appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.

For
 
Against
 
Abstain
36,138,096

 
2,261,410

 
1,543,486


3.
Approval, on a non-binding advisory basis, of Named Executive Officer compensation as disclosed in the Proxy Statement.
For
 
Against
 
Abstain
 
Broker Non-Votes
27,015,291

 
3,098,037

 
480,530

 
9,349,134






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.
 
 
 
 
TURTLE BEACH CORPORATION
 
 
 
Date:
June 17, 2016
By:
/S/ JOHN T. HANSON
 
 
 
John T. Hanson
Chief Financial Officer, Treasurer and Secretary