8-K 1 turtle8k.htm
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) November 5, 2019
Turtle Beach Corporation
 (Exact name of registrant as specified in its charter)
 
         
Nevada
 
001-35465
 
27-2767540
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
11011 Via Frontera, Suite A/B
San Diego, California 92127
 (Address of principal executive offices)
 (888) 496-8001
(Registrant’s telephone number, including area code)

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
HEAR
Nasdaq Stock Market

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))
Indicate by check mark whether the registrant is an emerging growth company 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2019, Ronald Doornink, chairman of the Board of Directors (the “Board”) of Turtle Beach Corporation (the “Company”), informed the Board that he plans to retire from his position on the Board at the end of the year.  In connection with Mr. Doornink’s retirement, the Board appointed Juergen Stark as chairman of the Board, effective January 1, 2020, and William Keitel as Lead Independent Director, effective immediately.  Mr. Doornink’s retirement is not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01                          Regulation FD Disclosure.

On November 6, 2019, the Company issued a press release announcing Mr. Doornink’s retirement from the Board. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and in the press release attached hereto as Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference to such filing.

Item 9.01                          Financial Statements and Exhibits.

(d) Exhibits.
 
     
Exhibit
No.
 
  
Description







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 hereunto duly authorized.

 
     
 Date: November 6, 2019
 
TURTLE BEACH CORPORATION
 
 
(Registrant)
 
   
/s/ John T. Hanson
 
 
John T. Hanson
Chief Financial Officer, Treasurer and Secretary