UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
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Filed by a Party other than
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Preliminary Proxy
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Confidential, for Use of the
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Definitive Proxy
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Definitive Additional
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Soliciting Material Pursuant to §240.14a-12
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Quantum Corporation
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(Name of Registrant as
Specified In Its Charter)
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The following is a press release issued by Quantum Corporation on February 2, 2017.
Quantum Corporation Responds to
VIEX’s Nomination of Directors
SAN JOSE, Calif.
—
Feb. 2,
2017
— Quantum Corp. (NYSE: QTM) today
responded to the notice it received today from VIEX Capital Advisors, LLC
nominating five candidates for election to Quantum’s board of directors at the
company’s Annual Meeting of Stockholders:
Quantum is committed to maintaining a
highly qualified and experienced board that is focused on driving value for all
stockholders. We seek at all times to work constructively with our stockholders
and consider their input on our business strategy and strategic alternatives to
create stockholder value.
For the past three years, our
nine-member board has included a large stockholder and four other individuals
nominated as part of a previous agreement with another large stockholder. In
addition, our board and management have engaged in numerous discussions with
VIEX over the past several months and have provided board observer rights to
representatives of VIEX so they could participate in board meetings and
deliberations.
We have also conveyed to VIEX that we
are open to making substantial changes to the composition of the board, so that
representatives designated by VIEX and new, independent directors would together
constitute a majority of the board. VIEX has rejected these proposals.
Although we are open to VIEX having
meaningful representation on our board, we
do not believe it would be in the best interests of Quantum and its
stockholders or consistent with the board’s fiduciary duty to allow VIEX
—
which owns 11
percent of the company’s shares
—
to control our board and to dictate our business strategy
without paying a proper premium to all remaining stockholders.
-more-
Quantum is in the midst of executing a
well-defined strategic plan, focused on growing our business in scale-out tiered
storage and data protection solutions. Although we recognize that the overall
storage market continues to present challenges to Quantum and the industry
generally, our momentum has been evident in our most recent three fiscal
quarters, with year-over-year growth in both revenue and profitability, the $170
million financing package we secured and strong prospects for continued
improvement in our business and financial performance
.
Within the next few days, Quantum intends
to file a preliminary proxy statement with the Securities Exchange Commission
and accompanying WHITE proxy card, which will include the company’s recommended
slate of director nominees and more detail on the board’s position on VIEX’s
proposed nominees. Quantum stockholders are not required to take any action at
this time. The Annual Meeting is scheduled for March 31, 2017; stockholders of
record as of February 1, 2017 will be entitled to vote.
About Quantum
Quantum is a leading expert in scale-out
tiered storage, archive and data protection, providing solutions for capturing,
sharing and preserving digital assets over the entire data lifecycle. From small
businesses to major enterprises, more than 100,000 customers have trusted
Quantum to address their most demanding data workflow challenges. Quantum’s
end-to-end, tiered storage foundation enables customers to maximize the value of
their data by making it accessible whenever and wherever needed, retaining it
indefinitely and reducing total cost and complexity. See how at
www.quantum.com/customerstories
.
###
Quantum and the Quantum logo are either
registered trademarks or trademarks of Quantum Corporation and its affiliates in
the United States and/or other countries. All other trademarks are the property
of their respective owners.
Important Information
Quantum Corporation (the “Company”), its
directors and certain executive officers will be participants in the
solicitation of proxies from stockholders in connection with the Company’s
Annual Meeting of Stockholders for the fiscal year ended March 31, 2016 (the
“Annual Meeting”). The Company has received a notice of nominations for the
election of directors from VIEX Capital Advisors, LLC seeking to elect five
directors at the Annual Meeting. The Company will shortly file a proxy statement
(the “Proxy Statement”) and accompanying WHITE proxy card with the Securities
and Exchange Commission (the “SEC”) in connection with the solicitation of
proxies for the Annual Meeting.
The members of the Board of Directors of
the Company and Fuad Ahmad, Chief Financial Officer, will be participants in the Company’s solicitation of proxies in
connection with the Annual Meeting. Information with respect to the holdings of
the participants in the Company’s common stock as of December 31, 2016 was
included in materials filed with the SEC under Regulation 14A on January 12,
2017. Additional information regarding such participants, including updated
information as to their direct or indirect interests, by security holdings or
otherwise, will be included in the Proxy Statement and other relevant documents
to be filed with the SEC in connection with the Annual
Meeting. To the extent that holdings of the Company’s securities change from the
amounts previously disclosed, such changes will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC.
-more-
Promptly after filing its definitive Proxy
Statement with the SEC, the Company will mail the definitive Proxy Statement to
each stockholder entitled to vote at the Annual Meeting. STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders may obtain, free of charge, the Company’s preliminary proxy
statement, any amendments or supplements thereto and any other relevant
documents filed by the Company with the SEC in connection with the Annual
Meeting at the SEC’s website (
http://www.sec.gov
). Copies of the
Company’s definitive proxy statement, any amendments or supplements thereto and
any other relevant documents filed by the Company with the SEC in connection
with the Annual Meeting will also be available, free of charge, at the Company’s
website (
www.quantum.com
) or by writing to Investor Relations, Quantum Corporation,
224 Airport Parkway, Suite 550, San Jose, CA 95110.
Contacts
For Media
Sard Verbinnen
& Co
Steven Goldberg / John Christiansen
+1 (310) 201-2040 / +1 (415) 618-8750
quantum-svc@sardverb.com
Quantum Corp.
Brad Cohen
+1 (408)
944-4044
brad.cohen@quantum.com
For Investors
The Blueshirt Group
Brinlea
Johnson / Allise Furlani
+1 (212) 331-8424 /
+1 (212) 331-8433
brinlea@blueshirtgroup.com
or
allise@blueshirtgroup.com
MacKenzie Partners, Inc.
Dan Burch /
Bob Marese
+1 (212) 929-5500
dburch@mackenziepartners.com
or
bmarese@mackenziepartners.com
-end-
The following is the text of an e-mail sent by Jon W. Gacek to employees of Quantum Corporation on February 2, 2017. A copy of the press release issued by Quantum Corporation on February 2, 2017 was attached to the e-mail.
On January 31 our standstill agreement with VIEX Capital Advisors
expired, and today VIEX notified us of its intention to nominate five candidates for election to Quantum’s current nine-person
board of directors at our upcoming Annual Meeting of Stockholders on March 31. As you may recall, VIEX is a private investment
firm and Quantum stockholder that had announced a slate of board candidates last summer, before the standstill agreement.
VIEX’s announcement is just the first step in a process for
nominating and electing directors to the board. However, as we said in the attached press release issued today, if VIEX ultimately
were to succeed in electing its five nominees to our nine-member board, it would obtain control of the board despite having only
an 11% ownership stake. We do not believe this outcome would be appropriate or in the best interests of all Quantum stockholders.
Those of you who are stockholders will receive mailings from Quantum
and possibly from VIEX about the Annual Meeting, and we will keep everyone updated on any future significant developments. For
now, the best thing for us all to do is stay focused on executing against our Q4 priorities, building on our strong performance
and momentum over the first three quarters of the fiscal year.
Thank you again for your continued hard work and dedication. --Jon