📜 What This Document Is 📄

This document is the 2026 Proxy Statement, which is a mandatory filing with the SEC (U.S. Securities and Exchange Commission). Think of it as a formal guide to the annual meeting, explaining exactly what shareholders will be voting on and why. 🗳️

Since it is a Definitive Proxy Statement, it contains all the required information for stockholders to participate in the 2026 Annual Meeting of Stockholders. The overall goal is to ensure every shareholder understands the company's governance, proposed changes, and financial oversight matters before casting their vote.

👉 The key action item for readers is to note the meeting date: The 2026 Annual Meeting will be held virtually on Tuesday, June 2, 2026, at 9:00 A.M. PT.

🗂️ General Meeting Logistics 📅

This section outlines the mechanics of the annual meeting, telling shareholders exactly when and how they can vote. The company is using a completely virtual format, meaning no physical attendance is possible.

• Record Date: Stockholders must be a record owner of Common Stock, par value $0.001 per share, at the close of business on April 10, 2026, to be entitled to vote.
• Voting Options: Shareholders can vote by proxy (designating someone else to vote for them), by phone, via the Internet, or by mail. The proxy vote is highly recommended because it ensures your shares are represented, even if you cannot attend the meeting.
• Proxy Authority: If you submit a proxy without specifying a choice, your shares will be voted in favor of the Board's recommendations: (1) FOR all director nominees, (2) FOR the ratification of Ernst & Young LLP, and (3) FOR executive compensation.

🔊 The Board's Overview and Governance Structure 🏛️

The Board of Directors is ultimately responsible for the company's overall control and direction, with the primary goal of building long-term shareholder value. The Board has established a strong leadership structure, led by the Chair, William Wyatt.

• Board Structure: The Board has robust oversight through several committees. They take the general oversight of risk, which includes major risks related to product manufacturing, market demand, and information security.
• Expertise: The Board committee structure allows them to segment risk analysis. For example, the Audit Committee specifically oversees risks related to financial and disclosure controls, ensuring the company's books are accurate.
• Diversity: The Board has determined that all current directors—William Wyatt, Libby B. Bush, Lee Haspel, Daniela Kelley, and Julia W. Sze—are "independent" according to Nasdaq listing standards, suggesting separation from company management.

🛡️ Corporate Governance Policies 📜

This section details the rules and ethical boundaries that guide the company's operations. These policies are in place to protect shareholders and maintain trust in the company's leadership.

• Codes of Conduct: The company is committed to ethical practices, enforced through a Code of Business Conduct and Ethics for all employees, officers, and directors.
• Anti-Hedging & Trading: Strict policies are in place that prohibit executive officers and board members from any pledging or hedging activities using the company's securities. This is designed to prevent actions that could create conflicts of interest or unstable stock ownership.
• Meetings: It is the Board's policy to meet at least quarterly. In 2025, the Board held 19 meetings, demonstrating consistent oversight.

📋 Committee Oversight (The Watchdogs) 🧐

The Board relies on specialized committees to manage key areas of the business. Each committee has a specific charter and set of responsibilities, helping ensure that all areas of risk and operation are supervised independently.

• 🔍 Audit Committee: This committee oversees the integrity of the accounting and financial reporting process. Their functions include hiring and monitoring the independent auditor (Ernst & Young LLP) and reviewing all related-party transactions. Ms. Scherping is the current Chair, and the committee will transition to Ms. Kelley as Chair after the Annual Meeting.
• 💸 Compensation Committee: This group is responsible for creating and managing compensation policies for executives and directors. Their purpose is to ensure that pay structures (like bonuses and equity grants) are competitive while also assessing whether they lead to excessive risk-taking. Mr. Wyatt serves as the current Chair.
• 👥 Nominating and Governance Committee: This committee focuses on the company's internal health. Its responsibilities include evaluating potential candidates for the Board and developing the company's overall governance principles and practices. Ms. Sze serves as the current Chair.
• 🌱 ESG Oversight: The Nominating and Governance Committee oversees the company’s entire Environmental, Social, and Governance (ESG) program, formalizing how sustainability goals are managed.

🌱 Environmental, Social, & Governance (ESG) Efforts ♻️

The company views ESG as vital to its long-term success and has established specific goals to improve its impact. This goes far beyond mandatory compliance, demonstrating a commitment to sustainability.

• Environmental Goals: The company aims to reduce its Scope 1 and Scope 2 carbon emissions from its corporate offices significantly by 2028.
  • Product Sustainability: In 2024, they launched the Stealth™ 600 Gen 3 models, which were their first headsets to use post-consumer recycled (PCR) plastics. In 2025, these models incorporated approximately 39,000 kg of PCR plastics.
  • Packaging: They continued to use FSC-certified renewable packaging materials, replacing an estimated 712,500 kg of pulp packaging in 2025.
• Social Impact: The company commits to a safe workplace and supports its community through philanthropy. They also maintain a Global Human Rights Policy that extends standards to their manufacturing supply chain.
• Employee Wellness: The company promotes wellness through benefits and flexible work policies, achieving a Gold designation in 2025 for their company-wide wellness initiatives.

🎬 Business Agreements and Director Changes 👨‍💼

This section covers significant recent changes to the company's leadership and corporate structure, which are crucial for understanding potential shifts in strategy.

• Director Departures: Over 2025-2026, the Board saw notable changes, including David Muscatel resigning on September 30, 2025, and Terry Jimenez resigning on March 6, 2026.
• Board Expansion: On April 17, 2026, the Board increased its size from six to eight members, appointing Mr. Haspel and Ms. Kelley.
• Key Agreements: The Board entered into a 2026 Cooperation Agreement with the Donerail Group on March 9, 2026. This agreement provided a path for the Board to expand to eight members, appointing Mr. Haspel and Ms. Kelley.

🗳️ Annual Voting Proposals and Requirements ✅

This is the heart of the proxy statement, detailing the three specific items shareholders must vote on. Each vote has a specific requirement for passing.

• Item 1: Election of Directors (🗳️): Shareholders will vote to elect six director nominees (William Wyatt, Libby B. Bush, Lee Haspel, Cris Keirn, Daniela Kelley, and Julia W. Sze).
  • Vote Required: To pass, the nominee must receive a "Majority of the votes cast," meaning more FOR votes than AGAINST votes.
• Item 2: Ratification of Independent Auditor (✍️): Shareholders vote to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • Vote Required: The item must receive a "Majority of the votes cast."
• Item 3: Advisory Compensation Vote (💰): Shareholders vote on the compensation of Named Executive Officers for 2025. This vote is explicitly non-binding.
  • Vote Required: The item must receive a "Majority of the votes cast."

🌎 Other Governance Matters and Proposals 📝

This section covers secondary topics, such as the filing deadlines and the procedures for shareholder input, which define how the company is run.

• Shareholder Proposal Deadlines: Shareholders wishing to introduce a proposal for the 2027 meeting must submit it by December 22, 2026.
• Bylaws Compliance: For proposing a director nomination or a proposal that is not included in the proxy statement, the written notice must be submitted by March 4, 2027.
• Reporting Results: The company plans to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K within four (4) business days of the meeting.

📞 Annual Meeting Contact Information ✉️

For all questions regarding the proxy materials or the Annual Meeting, shareholders can contact the Corporate Secretary.

• Physical Address: Turtle Beach Corporation, c/o Megan Wynne, Corporate Secretary, 15822 Bernardo Center Drive, Suite 105, San Diego, California 92127
• Phone: (800) 210-2491
• Website: The virtual meeting will be accessible at www.virtualshareholdermeeting.com/TBCH2026.

🧠 The Analogy 🎭

Attending an annual meeting is like going to a student's parent-teacher conference. The Board is the school administration, and the shareholder is the parent. The Proxy Statement doesn't just give out report cards; it provides the rulebook for the conversation. It forces parents to read detailed reports on how the school spent money, who the principal is, and what the rules are for next year. You, as the parent, have the power to approve the choices (like voting on compensation) or challenge them (by voting against a director), ensuring the school stays accountable to the community.

🧩 Final Takeaway 💡

The proxy statement is a detailed legal document designed for thorough shareholder review, focusing heavily on governance structure, ethical compliance, and long-term ESG commitments. Your core action is to review the three key vote items and ensure your shares are represented on June 2, 2026, by voting promptly, regardless of whether you plan to attend virtually.