Amends the Cooperation Agreement with Donerail; William Wyatt to
be Added to Additional Governance Committees and Waives Replacement
Rights for Outgoing Director
Highlights Significant Recent Improvements Made by the Refreshed
Turtle Beach Board of Directors in Furtherance of Its Commitment
for Best-in-Class Corporate Governance
Turtle Beach Corporation (Nasdaq: HEAR, the "Company"), a
leading gaming headset and audio accessory brand, continues to take
actions to further its mission for best-in-class Corporate
Governance.
The Board of Directors (“Board”) announced today a waiver
agreement under the May 13, 2022, Cooperation Agreement signed
between the Board and one of its largest shareholders, The Donerail
Group (“Donerail”). In the mutually agreed-upon waiver, Donerail
has elected to waive its right to replace an outgoing director,
Brian Stech, who has announced his decision not to stand for
re-election at the Company’s 2023 Annual Meeting. Mr. Stech is
graciously thanked for his time and contribution to Turtle Beach
over the past year.
In conjunction with this announcement, Mr. Wyatt, in his
capacity as shareholder representative, will be added to the CEO
Search Committee and the Compensation Committee in addition to the
previously announced appointment of Mr. Wyatt to the Value
Enhancement Committee of the Board.
This is the latest step that the Board has taken to demonstrate
its commitment to best-in-class corporate governance.
In recent months, the Turtle Beach Board has taken the following
actions:
- Separated the Chair and CEO roles effectively May 1, 2023 with
the appointment of Terry Jimenez as Chairman of the Board
- Appointed a new Chairperson to each ongoing committee - all of
whom are women
- Katie Scherping, Audit Committee Chair
- Michelle Wilson, Compensation Committee Chair
- Julia Sze, Nominating and Governance Committee Chair
- Completed a majority refreshment of the Turtle Beach Board
members
- Majority of members have been with the Board less than fifteen
months
- Completed significant improvements in the diversity of the
Board
- Appointed a large shareholder as a Board member
- Announced an early termination of the shareholder rights plan
some nine months ahead of schedule
- Waiver by Donerail Group of their board replacement rights (as
described above)
These changes come in addition to the recent administrative
changes completed recently:
- Announced new Interim CEO to start July 1, 2023
- The Company has made a change in auditors to EY (Ernst &
Young)
- The company has additionally made a change in its Financial
Advisor, which advises the Company and the Board on market
conditions and strategic alternatives
The Turtle Beach Board will continue to strive for governance
best practices and will provide associated updates as they
develop.
About Turtle Beach
Corporation
Turtle Beach Corporation (the “Company”)
(www.turtlebeachcorp.com) is one of the world’s leading gaming
accessory providers. The Company’s namesake Turtle Beach brand
(www.turtlebeach.com) is known for designing best-selling gaming
headsets, top-rated game controllers, and groundbreaking gaming
simulation accessories. Innovation, first-to-market features, a
broad range of products for all types of gamers, and top-rated
customer support have made Turtle Beach a fan-favorite brand and
the market leader in console gaming audio for over a decade. Turtle
Beach’s ROCCAT brand (www.ROCCAT.com) combines detail-loving German
innovation with a genuine passion for designing the best PC gaming
products, including award-winning keyboards, mice, headsets,
mousepads, and other PC Accessories. Turtle Beach’s shares are
traded on the Nasdaq Exchange under the symbol: HEAR.
Cautionary Note on Forward-Looking
Statements
This press release includes forward-looking information and
statements within the meaning of the federal securities laws.
Except for historical information contained in this release,
statements in this release may constitute forward-looking
statements regarding assumptions, projections, expectations,
targets, intentions, or beliefs about future events. Statements
containing the words “may”, “could”, “would”, “should”, “believe”,
“expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”,
“project”, “intend” and similar expressions, or the negatives
thereof, constitute forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties, which
could cause actual results to differ materially from those
contained in any forward-looking statement. The inclusion of such
information should not be regarded as a representation by the
Company, or any person, that the objectives of the Company will be
achieved. Forward-looking statements are based on management’s
current beliefs and expectations, as well as assumptions made by,
and information currently available to, management.
While the Company believes that its expectations are based upon
reasonable assumptions, there can be no assurances that its goals
and strategy will be realized. Numerous factors, including risks
and uncertainties, may affect actual results and may cause results
to differ materially from those expressed in forward-looking
statements made by the Company or on its behalf. Some of these
factors include, but are not limited to, risks related to
inflationary pressures, logistic and supply chain challenges, the
substantial uncertainties inherent in the acceptance of existing
and future products, the difficulty of commercializing and
protecting new technology, the impact of competitive products and
pricing, general business and economic conditions, risks associated
with the expansion of our business including the integration of any
businesses we acquire and the integration of such businesses within
our internal control over financial reporting and operations, our
indebtedness, liquidity, and other factors discussed in our public
filings, including the risk factors included in the Company’s most
recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
and the Company’s other periodic reports filed with the Securities
and Exchange Commission. Except as required by applicable law,
including the securities laws of the United States and the rules
and regulations of the Securities and Exchange Commission, the
Company is under no obligation to publicly update or revise any
forward-looking statement after the date of this release whether as
a result of new information, future developments or otherwise.
All trademarks are the property of their respective owners.
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version on businesswire.com: https://www.businesswire.com/news/home/20230622373233/en/
North America Eric
Nielsen Step 3 Public Relations 202.276.5357
eric@step-3.com
MacLean Marshall Sr. Director, Public Relations
& Brand Communications Turtle Beach
Corporation 858.914.5093
maclean.marshall@turtlebeach.com
Investor Information:
Cody Slach or Alex Thompson Gateway Investor
Relations 949.574.3860 hear@gateway-grp.com
International Keith
Hennessey Sr. Director, Communications &
Partnerships – International Turtle Beach +44 (0)
1256 678350 keith.hennessey@turtlebeach.com
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