Turtle Beach Corporation (TBCH)
NASDAQ: TBCH · Real-Time Price · USD
11.12
-0.03 (-0.22%)
At close: Apr 28, 2026, 4:00 PM EDT
11.10
-0.02 (-0.13%)
After-hours: Apr 28, 2026, 4:10 PM EDT
← View all transcripts

AGM 2021

Jun 4, 2021

Juergen Stark
CEO, Turtle Beach Corporation

Morning and welcome to the 2021 Annual Meeting of Stockholders of Turtle Beach Corporation. We are pleased that you could join us today. We're excited to be hosting our virtual meeting, which allows us to hold our 2021 Annual Meeting of Stockholders in light of the ongoing public health and travel concerns due to COVID-19. A virtual meeting also allows us to be more inclusive and reach a greater number of stockholders. We have stockholders attending via the live webcast. Your interest in the company is very much appreciated. I am Juergen Stark, Chief Executive Officer and Chairman of the Board of Turtle Beach Corporation, and I will act as Chairman of this meeting. Before we proceed with the meeting itself, however, I would like to introduce you to Mr. John Hanson, our Chief Financial Officer and Secretary, who joins us by live webcast. Mr.

Hanson will serve as the Secretary of this meeting. In addition, with us today by live webcast from our independent registered public accounting firm, BDO USA, LLP, is John Tucci. Mr. Jim Alden from American Election Services, LLC will serve as our Inspector of Elections and Vote Tabulator for this meeting. Finally, I would like to introduce the other members of Turtle Beach's Board of Directors: Mr. William Keitel, Dr. Andrew Wolf, Mr. Gregory Ballard, Ms. Kelly Thompson, and Ms. Yie-Hsin Hung, who join us today by live webcast. At this time, I would like to call the meeting to order. Before we begin, I would like to provide the following brief guidelines for an orderly virtual meeting. If you wish to ask any questions, please submit your questions or remark in the field provided in the web portal.

Please give your name and address and state whether you are an individual shareholder, proxy holder, or a representative of an organization holding shares. We also ask that stockholder questions or remarks be relevant to the meeting and pertinent to the matters brought properly before the meeting. Out of consideration for others, please limit yourself to one question. The agenda for this meeting includes voting on four proposals today, which will be followed by a question-and-answer session in which anyone may submit pertinent questions of any of the officers of the company or the representatives of BDO USA LLP. I will now turn the podium over to Mr. John Hanson.

John Hanson
CFO, Turtle Beach Corporation

This meeting has been called pursuant to the proxy materials mailed on April 30, 2021, to all shareholders of record as of the close of business on April 12, 2021. Proxies were solicited on behalf of the Board of Directors of the company for this meeting. Jim Alden of American Election Services, LLC has been appointed as Inspector of Elections for this meeting and any adjournment or postponement thereof. To conduct the vote with respect to the election of directors and the other matters which will be voted upon at the meeting, Jim Alden took his oath of Inspector of Elections earlier today. The bylaws of the company provide that each stockholder of record is entitled to one vote for each share of common stock held as of the record date. The Board of Directors set April 12, 2021, as the record date.

Issuer Direct Corporation, the transfer agent for the company, reports that there were approximately 15,804,170 shares of Turtle Beach Corporation common stock outstanding as of the close of business on the record date. The record of this meeting will reflect that the proxy statement containing the notice of annual meeting was mailed on April 30, 2021, to all stockholders of record on the record date as evidenced by the affidavit of mailing provided by Broadridge Corporate Issuer Solutions, Inc. and that the notice of annual meeting, the proxy statement, the proxy card, and the company's annual report on Form 10-K were made available or otherwise distributed, as the case may be, to such stockholders of record.

At least a majority of the shares outstanding as of the record date must be represented at this meeting either by stockholders present in person or by proxy to have a quorum as determined under the bylaws. The Inspector of Elections has reported that a total of 11,840,088 shares of Turtle Beach Corporation common stock are represented either in person or by proxy at today's meeting, which constitutes 74.91% of the total shares outstanding on the record date and has therefore certified that a quorum is present. In the meeting materials tab of the live webcast screen, you have access to copies of the notice of annual meeting, proxy statement, proxy card, and the company's annual report on Form 10-K, together with the affidavit of mailing.

Additionally, there is a true and complete list of the stockholders of record of the shares of common stock at the close of business on the record date. The list, which is arranged in alphabetical order, contains the name, address, and the number of shares of stock held by each stockholder of record at the close of business on the record date. This list will be open to examination on the live webcast to any stockholder or any stockholder's proxy during this meeting. The copies of the notice of annual meeting, proxy statement, proxy card, and the company's annual report on Form 10-K, together with the original affidavit of mailing and the stockholder list, will be filed with the minutes of this meeting. I now declare this meeting duly convened, properly organized, and competent to transact business. John will now present the proposal set forth in the company's proxy statement.

The first order of business on our agenda is the election of six directors to hold office, subject to the provisions of the bylaws, each for a one-year term and until their successors have been duly elected and qualified. Each stockholder of record as of April 12, 2001, is entitled to one vote for each share of common stock held. The six nominees are Juergen Stark, William Keitel, L. Gregory Ballard, Yie-Hsin Hung, Kelly Thompson, and Andrew Wolf. The second order of business on our agenda is the proposal to ratify the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. The third order of business on our agenda is an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement.

The two named executive officers are Juergen Stark, Chief Executive Officer, and John Hanson, Chief Financial Officer. The fourth order of business on our agenda is the proposal to approve amendments to the company's 2013 Stock-Based Incentive Compensation Plan, which we refer to as the 2013 plan, to increase the total number of shares of common stock authorized for grant under the 2013 Plan from 4,302,353 shares to 5,277,353 shares, subject in each case to adjustments for stock splits, stock dividends, and the like. If any shareholder would like to make a comment regarding any of the proposals, please submit your comment through the designated field in the web portal. A share vote will now occur on the matters to be voted upon at this meeting.

The virtual polls are open, and the holders of common stock or their proxies are requested to click on the voting button of the web portal and following the instructions there with respect to all of the matters being voted upon. If you have already submitted your proxy card, your shares will be voted in accordance with your instructions on the proxy. Have all stockholders and proxies who desire to do so had an opportunity to vote? If not, please submit such comment via the web portal now. Since no comments were submitted via the web portal, the polls are now closed. While the Inspector of Elections tabulates the votes, I would like to introduce you again to John Tucci, the representative from BDO USA, LLP, the company's independent public accountants, who joins us today by webcast.

If anyone present has any questions pertinent to the agenda for this meeting that they would like to address to John Tucci or any of the officers of the company, we will attempt to answer them. Please submit such questions via the designated field in the web portal. Having conducted the election and vote at the annual meeting of stockholders of Turtle Beach Corporation held on June 4, 2021, the Inspector of Elections has certified in the report of the Inspector of Elections, and I therefore declare that each of the six nominees to the Board of Directors to be elected by the holders of the common stock received a plurality of the votes of the common stock present in person or represented by proxy and entitled to vote at this meeting.

The stockholders have ratified the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. The stockholders have approved on an advisory basis the compensation of the company's named executive officers as disclosed in the Proxy Statement, and the stockholders have approved amendments to the company's 2013 Stock-Based Incentive Compensation Plan as amended, the 2013 Plan to increase the total number of shares of common stock authorized for grant under the 2013 Plan from 4,302,353 shares to 5,277,353 shares, subject in each case to adjustments for stock splits, stock dividends, and the like. The Inspector of Elections will execute a certificate as to the results of the voting, and the certificate will be filed in the minute books of the company along with the minutes of this meeting.

We will be reporting the final votes in a Form 8-K to be filed within four business days. There being no further business to come before this meeting, the 2021 annual meeting of stockholders of Turtle Beach Corporation is now adjourned. Thank you for your attendance.

Powered by