−Removed: Item 2 - Unregistered Sales of Equi ty Securities and Use of Proceeds
+Added: Item 2 - Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchase of Equity Securities
On April 9, 2019, the Company’s Board of Directors authorized a stock repurchase program to acquire up to $15.0 million of its common stock.
6 unchanged sentences
Purchased Under
−Removed: April 1-30, 2023
−Removed: May 1-31, 2023
−Removed: June 1-30, 2023
+Added: July 1-31, 2023
+Added: August 1-31, 2023
+Added: September 1-30, 2023
Item 5 - Othe r Information
−Removed: Rule 10b5-1 Trading Plans
−Removed: On May 15, 2023 , Juergen Stark , who served as our Chairman, President and Chief Executive Officer at the time of adoption, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 50,000 shares of the Company’s common stock and exercise and sale of up to 250,000 options to purchased shares of the Company’s common stock until December 29, 2023.
+Added: During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”
+Added: or “non-Rule 10b5-1 trading arrangement,”
+Added: as each term is defined in Item 408(a) of Regulation S-K.
Articles of Incorporation of Turtle Beach Corporation, as amended (Incorporated by reference to Exhibit 3.1 to Company’s 10-Q filed August 6, 2018).
Bylaws, as amended, of Turtle Beach Corporation (Incorporated by reference to Exhibit 3.1 to the Company’s 8-K filed June 20, 2019).
−Removed: Rights Agreement, dated as of March 28, 2023, by and between Turtle Beach Corporation and Issuer Direct Corporation, as rights agent (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on March 29, 2023).
−Removed: Amendment No.
−Removed: 1 to Rights Agreement, dated as of June 15, 2023, by and between Turtle Beach Corporation and Issuer Direct Corporation, as rights agent (Incorporated by reference to Exhibit 4.1 to the Company’s 8-K originally filed with the Securities and Exchange Commission on June 16, 2023).
−Removed: Separation Letter Agreement and Release, dated May 1, 2023, between Turtle Beach Corporation and Juergen Stark (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on May 2, 2023).
−Removed: Consulting Services Agreement, dated June 26, 2023, between Turtle Beach Corporation and JStark Industries, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on June 29, 2023).
−Removed: Letter Agreement, dated June 20, 2023, between Turtle Beach Corporation and Cris Keirn (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on June 21, 2023).
−Removed: Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan, as amended.
−Removed: Form of Performance Stock Unit Agreement under the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan.
−Removed: Form of Restricted Stock Agreement under the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan.
−Removed: Form of Deferred Stock Award Agreement under the Amended and Restated Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan.
−Removed: Waiver of Replacement Rights Agreement, dated June 17, 2023, by and among Turtle Beach Corporation, The Donerail Group LP and the other parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K originally filed with the Securities and Exchange Commission on June 22, 2023).
Certification of Cris Keirn, Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12 unchanged sentences
** Filed herewith.
−Removed: Includes a management contract or any compensatory plan, contract or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TURTLE BEACH CORPORATION
−Removed: August 7, 2023
+Added: November 7, 2023
Chief Financial Officer and Treasurer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.