Turtle Beach (HEAR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, say-on-pay frequency, and an amendment to the stock incentive plan.

• The Board recommends voting for all eight director nominees, ratification of Ernst & Young LLP as auditor, approval of executive compensation, annual say-on-pay votes, and the stock plan amendment.

• The company highlights strong operational and financial performance in 2024, including increased revenues, net income, and adjusted EBITDA, and the successful acquisition of Performance Designed Products.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) ratification of Ernst & Young LLP as auditor, (3) advisory approval of executive compensation, (4) advisory vote on say-on-pay frequency, and (5) amendment to the 2023 Stock Based Incentive Compensation Plan to increase authorized shares.

• The Board recommends annual say-on-pay votes and supports the stock plan amendment to add 1,510,000 shares for future grants.

• Shareholder proposals for the 2026 meeting must be submitted by December 19, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of eight members post-meeting, with a mix of executive and independent directors possessing diverse skills in leadership, finance, technology, and industry expertise.

• Committees include Audit, Compensation, Nominating and Governance, and Value Enhancement, each with defined charters and independent membership.

• The Board and committees meet regularly, with all directors expected to attend annual meetings.

• The Board and Nominating Committee emphasize diversity, independence, and relevant experience in director selection.