Turtle Beach (HEAR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 2, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Six director nominees are up for election, including four continuing directors and two new independent directors added per a cooperation agreement with a major shareholder group.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Proxy materials are distributed electronically, with options for shareholders to request paper copies and vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of six directors, (2) ratification of Ernst & Young LLP as independent auditor for 2026, and (3) a non-binding advisory vote on executive compensation (Say-on-Pay).

• The Board recommends voting FOR all director nominees, auditor ratification, and Say-on-Pay.

• Shareholder proposals for the 2027 meeting must be submitted by December 22, 2026, for proxy inclusion, or by March 4, 2027, for other business.

Board of directors and corporate governance

• The Board will be reduced from eight to six members after the meeting, with a focus on diversity, independence, and relevant industry experience.

• Board committees include Audit, Compensation, Nominating and Governance, and (until April 2026) Value Enhancement.

• The Board and committees oversee risk, succession planning, and ESG initiatives, with regular meetings and high attendance.

• Directors are subject to independence standards, conflict of interest policies, and annual evaluations.