About The Meeting
Who will count the vote?
Corporate Election Services, Inc. (CES) will serve as master tabulator, and First Coast Results, Inc. (First Coast), an independent third party,
will act as the inspector of the elections.
Where can I find the results of the Annual Meeting?
We intend 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 Annual Meeting.
Who will pay for the solicitation of proxies?
The costs and expenses of the Boards soliciting of proxies, including the preparation, assembly and mailing of this Proxy Statement, the Proxy Card,
the Notice of the Annual Meeting of Stockholders and any additional information furnished to stockholders will be borne by the Company. Solicitation of proxies may be in person, by telephone, facsimile, electronic mail or personal solicitation by
our directors, officers or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Company will be employed to solicit stockholders in connection with this proxy solicitation. However, in the
course of their regular duties, our employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing
this, but they may be reimbursed for reasonable out-of-pocket expenses. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and
custodian holding shares of the Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of Common Stock.
We have engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies in connection with the Annual Meeting, for a service fee and the reimbursement of
customary disbursements, which are not expected to exceed $500,000 in total. MacKenzie Partners, Inc. expects that approximately 20 of its employees will assist in the solicitation.
Who is soliciting this proxy?
Solicitation
of proxies is made on behalf of the Board. The cost of soliciting proxies, including preparing, assembling and mailing the Proxy Statement, form of Proxy Card and other soliciting materials, as well as the cost of forwarding such
material to the beneficial owners of stock, will be paid by us, except for some costs associated with individual stockholders use of the Internet or telephone, and postage. In addition to the solicitation by electronic communications and/or by
mail, directors, officers, regular employees and others may also, but without compensation other than their regular compensation, solicit proxies personally or by telephone or other means of electronic communication. We may reimburse brokers and
others holding stock in their names or in the names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial
owners. Proxies will be solicited on behalf of the Board by the Companys directors, director nominees, and certain executive officers and other employees of the Company.
Who should I call if I have questions or need assistance voting my shares?
If you have questions about the Annual Meeting, would like additional copies of this Proxy Statement or need assistance voting your shares, requests should be directed as
described below:
MacKenzie Partners, Inc.
1407
Broadway, 27th Floor
New York, NY 10018
Stockholders Call Toll Free: 800-322-2885 or 212-929-5500
Email: HEAR@mackenziepartners.com
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 7, 2022.
The SECs e-proxy rules require companies to post their proxy materials on the Internet and permit them to provide only a Notice of Internet Availability of Proxy Materials to stockholders. For this proxy statement, we have
chosen to follow the SECs full set delivery option and therefore, although we are posting a full set of our proxy materials (this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31,
2021) online, we are also mailing a full set of our proxy materials to our stockholders. The Companys Proxy Statement for the 2022 Annual Meeting of Stockholders, Proxy Card and Annual Report to Stockholders for the fiscal year
ended December 31, 2021 are available at https://corp.turtlebeach.com/.
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