Turtle Beach Corp DEFA14A, filed May 9, 2022
Turtle Beach Corp (TBCH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
TURTLE BEACH CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
On May 6, 2022, Turtle Beach Corporation (the “Company”) made certain updates to its website relating to the upcoming 2022 Annual Meeting of Stockholders, https://voteturtlebeach.com. Updated screenshots of the website are filed herewith as Exhibit A.
Important Additional Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with the 2022 Annual Meeting of Stockholders. The Company has filed a definitive proxy statement and a BLUE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from the Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identity of the participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement and other materials filed with the SEC in connection with the upcoming Annual Meeting. Stockholders can obtain the definitive proxy statement and any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge on the SEC’s website at www.sec.gov. Copies are also available at no charge on the Company’s website at https://corp.turtlebeach.com.
Exhibit A
MAY 5, 2022 D A DAVIDSON 44 we believe an improving supply environment for next gen consoles is setting an attractive backdrop in 2H. Once market headwinds ease, HEAR is well positioned to execute on the demand, given its robust inventory and supply chain management capabilities. ff We believe long-term market fundamentals and HEAR’s business strategy are well aligned to support reacceleration of sales and profit growth into 2023. The stock remains undervalued, in our view, and we reiterate Outperform. rr MAY 5, 2022 M WEDBUSH 44 We are confident that the company can continue to grow its console headset revenue over the long-term as new gamers gained during the pandemic enter the peripheral upgrade cycle over the next 1 - 3 years (assuming normalized console availability and video game reception) and as it adds substantial growth by expanding in other product categories and expanding internationally. The company is doing a good job at mitigating the market pressures by diversifying its revenue mix (PC growing), introducing new innovative products (we need one of those 48hr battery life headsets), and expandin internationally. FF Vf MARCH 3, 2022 > Lake Street CAPITAL MARKETS MARCH 3, 2022 f// WEDBUSH 44 44 While facing a more challenging retail gaming environment, logistic issues, and inflationary component costs, Turtle Beach remains well-positioned with a dominant market share in its key console segments. As console supply returns to normal levels and freight costs come down, the stock is relatively inexpensive given the quality of its business and the potential for Turtle Beach to be a nicely accretive acquisition target for a more significant CE/gaming hardware player. we remain positive on Turtle Beach long-term. The company has repeatedly proved that it can maintain or build market share in various environments, while its nascent but rapidly expanding PC gaming headset and accessories segment is offsetting current declines in console peripherals up against difficult comparisons. Additionally, Turtle Beach’s available cash for M&A and new in-house product development provides it with plenty of runway for growth in the years ahead. FF FF MARCH 3,2022 MAXTM GROUP MARCH 5, 2021 Oppenheimer, We believe management’s data-driven approach to managing the business positions the company to take additional share of the growing $1.7B + console headset market, successfully expand into the $3.8B + PC headset and accessories market, and the $2.3B global microphone market, as well as the ~$1 B aggregate third-party controller and flight simulator product markets. The company is well positioned. Its balance sheet is clean and getting stronger. ROCCAT proved management’s ability to enter and expand in unfamiliar categories/ Geographies...We expect management to execute its growth plans as well as it did for its turnaround. Reiterate Outperform and raising PT to $43 from $37. We believe the company has never been this well positioned for growth, and management is committing more investments to capture the opportunities. HEAR management showcased textbook execution in the past three years. The team smoothly handled two rounds of sudden demand surges (2018 & 2020) and associated supply chain challenges, cleansed its balance sheet, and expanded and grew in new markets (PC accessories). ff AUGUST 6, 2021 D A DAVIDSON 44 Once again, in our view, management showed its ability to navigate multiple challenges, including chip shortages and logistics inflation to report better- than-expected top- and bottom-line results. ft Your vote is extremely important. Vote the BLUE Proxy Card Today! HOW TO VOTE FOR ADDITIONAL VOTING INFORMATION INVESTOR CONTACT MEDIA CONTACT If you have any questions about how to vote your shares, or need additional assistance, please contact: Mackenzie Partners HEAR@mackenziepartners.com (212) 929-5500 or Toll-Free (800) 322-2885 Cody Slach or Alex Thompson Gateway Investor Relations On Behalf of Turtle Beach 949.574.3860 HEAR@gatewayir.com MacLean Marshall Sr. Director - PR/Communications Turtle Beach Corp. 858.914.5093 maclean.marshall@turtlebeach.com Joele Frank, Wilkinson Brimmer Katcher Jed Repko / Nick Lamplough 212.355.4449
1