Turtle Beach (NASDAQ: TBCH) investors approve directors, auditor and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Turtle Beach Corporation reported voting results from its 2026 Annual Meeting of Stockholders held by live webcast. Stockholders elected six directors to the Board, with support for nominees generally around 8.0–8.3 million votes in favor and approximately 0.28–0.89 million votes against, plus broker non-votes.

Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 12,380,259 votes for, 207,376 against, and 8,381 abstentions. They also approved, on a non-binding advisory basis, the compensation of named executive officers, with 8,469,269 votes for, 172,584 against, 14,466 abstentions, and 3,939,697 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for highest-supported director: 8,348,980 votes Broker non-votes on director elections: 3,939,697 votes Auditor ratification votes for: 12,380,259 votes +3 more

6 metrics

Votes for highest-supported director 8,348,980 votes Votes for director nominee Daniela Kelley at 2026 Annual Meeting

Broker non-votes on director elections 3,939,697 votes Broker non-votes recorded for each director nominee

Auditor ratification votes for 12,380,259 votes Ratification of Ernst & Young LLP for year ending December 31, 2026

Auditor ratification votes against 207,376 votes Votes against ratifying Ernst & Young LLP

Say-on-pay votes for 8,469,269 votes Non-binding advisory vote on NEO compensation

Say-on-pay broker non-votes 3,939,697 votes Broker non-votes on executive compensation proposal

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"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"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"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"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory vote financial

"and (3) a non-binding, advisory vote on the compensation of the Company’s named executive officers"

named executive officers financial

"a non-binding, advisory vote on the compensation of the Company’s named executive officers (“NEOs”)"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Stockholders financial

"held by live webcast its 2026 Annual Meeting of Stockholders"

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Understanding 8-K Material Events →

06/02/2026 - 05:29 PM

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 Symbol(s)	Name of each exchange on which registered
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

Source: View Original Filing on SEC EDGAR

FAQ

What did Turtle Beach (TBCH) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing six directors, ratifying Ernst & Young LLP as auditor for 2026, and approving a non-binding advisory resolution on executive compensation. All three proposals received sufficient support to pass.

Were all Turtle Beach (TBCH) director nominees elected at the 2026 Annual Meeting?

Yes, all six director nominees were elected. Each received roughly 7.8–8.3 million votes in favor, with smaller numbers of votes against, a few abstentions, and 3,939,697 broker non-votes recorded for each nominee.

Did Turtle Beach (TBCH) stockholders ratify Ernst & Young as auditor for 2026?

Yes. The ratification of Ernst & Young LLP as Turtle Beach’s independent registered public accounting firm for 2026 received 12,380,259 votes for, 207,376 against, and 8,381 abstentions, indicating strong stockholder support for the auditor appointment.

How did Turtle Beach (TBCH) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory resolution on named executive officer compensation with 8,469,269 votes for, 172,584 against, and 14,466 abstentions, along with 3,939,697 broker non-votes, signaling general stockholder support for the pay program.

Was there a quorum at Turtle Beach’s 2026 Annual Meeting of Stockholders?

Yes. The company states that a quorum was present at the 2026 Annual Meeting of Stockholders, allowing voting on director elections, auditor ratification, and the advisory vote on executive compensation to proceed and be valid.

Filing Exhibits & Attachments

4 documents