SAN JOSE, Calif., March 3, 2017 /PRNewswire/ -- Quantum Corp.
(NYSE: QTM) today announced that it has reached an agreement with
VIEX Capital Advisors, LLC, which owns approximately 11 percent of
outstanding shares of Quantum's common stock, to reconstitute the
Quantum board of directors with a majority of new, independent
directors over the next several months. Specifically, Quantum has
committed to identify, within the next 90 days and subject to
VIEX's approval, three new, independent and qualified directors to
be appointed to the board following the company's fiscal 2016
Annual Meeting of Stockholders to be held on March 31, 2017 (the "2016 Annual Meeting").
Quantum and VIEX have agreed that the new independent directors
will be appointed as soon as possible after the 2016 Annual Meeting
in accordance with a specific vetting and approval process outlined
below. The new directors will be part of a seven-person slate of
nominees presented to stockholders for election to the board later
this year at the fiscal 2017 Annual Meeting of Stockholders (the
"2017 Annual Meeting") to be held in August
2017. In addition to the new directors, the nominees at the
2017 Annual Meeting will be current board members Paul Auvil III, Gregg
Powers and Clifford Press,
and new board member Raghavendra
Rau. With Mr. Rau and three new independent directors
joining what will be a seven-person board, the company will have a
reconstituted board consisting of a majority of new directors. The
company has committed to hold the 2017 Annual Meeting not later
than Aug. 31, 2017.
Paul Auvil III, chairman of the
board, stated, "We are pleased to have reached an agreement with
VIEX that we collectively believe will help us deliver long-term
value to all Quantum stockholders and reinforces the company's
position as a reliable long-term partner for its customers. As we
continue to focus on executing against our strategic plan, which
has driven strong financial results in our current fiscal year, we
look forward to reconstituting our board with new, highly
qualified, independent directors to help us work cooperatively
towards accelerating our positive momentum and building a bright
future for our stockholders."
Eric Singer, founder and managing
member of VIEX, stated, "With this agreement, we believe that the
company will have the broad-base support of stockholders that we
believe is integral to maximizing value. VIEX has been
laser-focused on enhancing stockholder value and appreciates that
the company agrees the best way forward is to reconstitute the
board with a majority of new directors. We appreciate the
constructive involvement of Gregg and Paul and have full confidence
that they, together with the other members of the reconstituted
board, will be fully aligned with stockholders. We look forward to
working with the reconstituted board to leverage Quantum's inherent
strengths and industry-leading positions to take advantage of
market dynamics and build on its momentum."
The 2016 Annual Meeting
Quantum and VIEX have agreed
that stockholders will get to vote to elect the following seven
individuals at the 2016 Annual Meeting:
Current board members
- Paul Auvil III, chairman
- Jon Gacek, president and
CEO
- Gregg Powers
- Clifford Press
- David Roberson
New members
- John Mutch
- Raghavendra Rau
Current Quantum board members Robert
Andersen, Louis DiNardo,
Dale Fuller and David Krall will not stand for re-election at
the 2016 Annual Meeting. As part of the agreement, VIEX will vote
all of its shares in favor of all seven of the board's nominees at
the 2016 Annual Meeting.
Mr. Auvil added, "On behalf of the board, I also would like to
thank Robert Andersen, Louis DiNardo, Dale
Fuller and David Krall for
their many contributions and dedication to Quantum over the past
several years."
Appointment of Three New Independent Directors
In
addition, under the terms of the agreement, the Quantum board
immediately will retain Korn Ferry International to commence a
search for three new, independent and qualified directors. The
primary focus will be recruiting and appointing new directors who
possess data storage expertise, including at least one new director
who has cloud storage software experience. Further, the company
will seek to add at least one new director who is qualified to
serve as chair of the board's Audit Committee and one director who
is qualified to serve on the Leadership and Compensation Committee.
These directors ultimately will replace three of the directors
being nominated for election at the 2016 Annual Meeting.
Director Selection Process
Quantum and VIEX have
agreed to a specific process for the selection and appointment of
the three new directors, as follows:
- Messrs. Powers and Press will run the selection process and
will be responsible for interviewing the director candidates.
- Messrs. Powers and Press will consult with Mr. Auvil once they
have agreed on a candidate that meets the identified criteria.
- Following that consultation, Messrs. Powers and Press will
notify VIEX about a selected candidate and provide an opportunity
for VIEX to interview him/her and decide whether to approve the
candidate for presentation to the full board. VIEX will not
unreasonably withhold its consent.
- Upon VIEX's approval, a candidate will be presented to the full
board for review and approval, and the directors will have an
opportunity to meet the candidate in advance.
- If approved by the full board, the candidate will be appointed
as a director immediately.
- The new directors as they are elected will replace Messrs.
Mutch, Gacek and Roberson in that order. Mr. Gacek will remain
president and CEO.
Timing of Appointment of New Directors
Quantum and
VIEX have agreed that two of the new independent directors shall be
seated no later than 60 days following the date of the settlement
agreement and that the third new independent director shall be
seated no later than 90 days following the date of the settlement
agreement.
The 2017 Annual Meeting
Quantum has committed to hold
the 2017 Annual Meeting in August
2017 and agreed to not delay the 2017 Annual Meeting past
Aug. 31, 2017. At the 2017 Annual
Meeting, stockholders will have the opportunity to vote for the
election of the reconstituted board.
VIEX Standstill Agreement
Subject to earlier
termination under certain circumstances, VIEX has agreed to
standstill provisions through the next two Quantum annual meetings:
the 2016 Annual Meeting to be held on March
31, 2017 and the 2017 Annual Meeting to be held in
August 2017. After the 2017 Annual
Meeting, the VIEX standstill will expire.
The full text of the agreement between Quantum and VIEX will be
included as an exhibit to a current report on Form 8-K, which will
be filed with the Securities and Exchange Commission.
Quantum stockholders are not required to take any action at this
time.
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.
Safe Harbor Statement
"Safe Harbor" Statement under
the U.S. Private Securities Litigation Reform Act of 1995: This
release contains "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Specifically,
without limitation, statements regarding anticipated market
forecasts and trends, and Quantum's financial forecast, business
prospects and strategies are forward-looking statements within the
meaning of the Safe Harbor. All forward-looking statements are
based on information available to Quantum on the date hereof. These
statements involve known and unknown risks, uncertainties and other
factors that may cause Quantum's actual results to differ
materially from those implied by the forward-looking statement.
More detailed information about these risk factors, and additional
risk factors, are set forth in Quantum's periodic filings with the
Securities and Exchange Commission, including, but not limited to,
those risks and uncertainties listed in the section entitled "Risk
Factors," in Quantum's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on June
3, 2016. Quantum expressly disclaims any obligation to
update or alter its forward-looking statements, whether as a result
of new information, future events or otherwise.
Important Information
Quantum Corporation (the
"Company"), its directors, Messrs. John
Mutch and Raghavendra Rau,
who are nominees for director, 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"). Information with respect to the holdings of
the participants (other than Messrs. Mutch and Rau) in the
Company's common stock as of February 20,
2017 was included in a Proxy Statement filed with the SEC
under Regulation 14A on February 22,
2017. Messrs. Mutch and Rau do not currently own any shares
of common stock. Additional information regarding the participants,
including updated information as to their direct or indirect
interests, by security holdings or otherwise, will be included in
the revised 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.
Promptly after filing its revised definitive Proxy Statement
with the SEC, the Company will mail the revised 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 revised 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.
Quantum 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
MacKenzie Partners, Inc.
Dan Burch / Bob Marese
+1 (212) 929-5500
dburch@mackenziepartners.com or bmarese@mackenziepartners.com
The Blueshirt Group
Brinlea Johnson / Allise Furlani
+1 (212) 331 8424 / +1 (212) 331-8433
brinlea@blueshirtgroup.com or allise@blueshirtgroup.com
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SOURCE Quantum Corp.