Turtle Beach adopts limited duration stockholder rights plan

Turtle Beach (TBCH) announced that its Board of Directors has approved the adoption of a limited duration stockholder rights plan and declared a dividend distribution of one right for each outstanding share of common stock. The record date for such dividend distribution is June 23, 2025. The adoption of the Rights Plan is intended to enable all stockholders to realize the full potential value of their investment in the Company and protect the Company and its stockholders from the actions of third parties that the Board determines are not in the best interests of the Company and its stockholders. In addition, the Rights Plan provides the Board with time to make informed, deliberate decisions that are in the best long-term interests of the Company and its stockholders. The Rights Plan will expire, without any further action being required to be taken by the Board, on June 9, 2026. The Rights Plan is similar to stockholder rights plans adopted by other publicly-held companies. Under the Rights Plan, the Rights generally would become exercisable only if a person or group acquires beneficial ownership of 10% or more of the Company’s common stock in a transaction not approved by the Board. In that situation, each holder of a Right will be able to purchase, upon payment of the then-current exercise price, a number of shares of the Company’s common stock having a market value of twice such price. In addition, if the Company is acquired in a merger or other business combination after an acquiring person acquires 10% or more of the Company’s common stock, each holder of the Right would thereafter be able to purchase, upon payment of the then-current exercise price, a number of shares of common stock of the acquiring company having a market value of twice such price. The acquiring person or group would not be entitled to exercise these Rights. The Rights Plan includes a qualifying offer clause, which provides stockholders with the potential ability to call a special meeting for purposes of exempting a pending offer that meets certain qualifying criteria. The Rights Plan has not been adopted in response to any specific takeover bid or other proposal to acquire control of the Company and is not intended to deter offers that are fair and otherwise in the best interests of the Company and its stockholders. Stockholders who currently beneficially own 10% or more of the Company’s outstanding common stock will not trigger any penalties under the Rights Plan so long as they do not acquire beneficial ownership of any additional shares of common stock on a cumulative basis, subject to certain exceptions as described in the Rights Plan.