Additional Proxy Soliciting Materials (definitive) (defa14a)
March 03 2017 - 4:25PM
Edgar (US Regulatory)
|
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
|
|
|
SCHEDULE 14A
PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
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 Rule
14a-12
|
QUANTUM 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 the appropriate
box):
|
|
|
|
|
|
☒
|
|
No fee required.
|
|
|
|
☐
|
|
Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
|
|
|
(1)
|
|
Title of each class of securities to which transaction
applies:
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction
applies:
|
|
|
|
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
|
|
|
|
|
|
☐
|
|
Fee paid previously with preliminary
materials.
|
|
|
|
|
|
☐
|
|
Check box if any part of the fee is offset
as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the date of
its filing.
|
|
|
|
(1)
|
|
Amount previously paid:
|
|
|
|
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
(3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
(4)
|
|
Date Filed:
|
|
|
|
|
|
The following is the text of
an email sent by Jon W. Gacek to employees of Quantum Corporation (Quantum) on
March 3, 2017, which incorporated an earlier email sent by Jon W. Gacek to employees of Quantum on
February 2, 2017 that was filed with the Securities and Exchange Commission (“SEC”) on February 3, 2017. A copy of the press release issued by Quantum on March 3, 2017,
which was attached as Exhibit 99.1 to the Current Report on Form 8-K filed with
the SEC on March 3, 2017 and incorporated herein
by reference, was attached to the email sent by Jon W. Gacek to employees of Quantum on March 3, 2017.
Email sent by Jon W. Gacek to employees of Quantum on March 3, 2017:
Im following up on my email
below to let you know that we have reached a settlement agreement with VIEX
regarding the composition of Quantums board of directors, including nominees
for our Annual Meeting of Stockholders on March 31. Here are the key elements of
the agreement:
●
|
The size of the board
will be reduced, from nine members to seven members.
|
●
|
We will nominate seven
directors for election to the board at the Annual Meeting five of our
current board members and two individuals that had served as board
observers under our previous standstill agreements with
VIEX.
|
●
|
We will recruit three new, independent directors over the
next 90 days, who upon approval of the Quantum board and VIEX will
replace three of the directors elected at the Annual Meeting. The
recruitment and approval of these directors will be based on a defined
process involving both Quantum and VIEX.
|
●
|
In recruiting and appointing the three new directors, the
primary focus will be identifying individuals who possess data storage
expertise, including at least one new director with cloud storage software
experience.
|
●
|
Following the
appointment of the three new directors, a majority of the board will
consist of new directors.
|
●
|
The newly constituted
seven-member board will then serve as our slate of nominees for election
at the subsequent Annual Meeting of Stockholders to be held in August of
this year (the Annual Meeting on March 31 is our fiscal 2016 Annual
Meeting, which we had delayed from last year, and the Annual Meeting in
August will be our fiscal 2017 Annual Meeting).
|
●
|
VIEX will vote all of
its shares in favor of all seven Quantum director nominees at the March 31
Annual Meeting and, subject to earlier termination under certain
circumstances, will abide by standstill provisions through the March 31
and August Annual Meetings (e.g., VIEX will not propose an alternative
slate of nominees for election at the August Annual
Meeting).
|
As part of the move from nine
to seven board members and the appointment of the three new directors, we have
agreed that only two of the current board members on our previously proposed
slate of nominees will remain on the reconstituted board (similarly, VIEX has
agreed that only two individuals on its proposed slate will be members of the
reconstituted board). The two current board members on our slate who will remain
on the reconstituted board are Paul Auvil, our board chairman, and Gregg Powers,
one of our top shareholders and a strong supporter of the strategic plan weve
been pursuing. I firmly believe that having Paul and Gregg on the board is best
for the company and our stockholders, so I will step off the board when the
second of the three new directors is appointed and continue as President and
CEO.
As stated in the attached
press release weve just issued, were pleased that weve been able to reach an
agreement with VIEX and believe it will help us in delivering long-term value to
our stockholders while reinforcing that we are a reliable long-term storage
provider for both customers and partners. Im also excited about the opportunity
to continue executing against our strategy and building on our momentum, and I
look forward to drawing on the expertise of the new board members we will be
recruiting.
We will be filing a new
definitive proxy statement with our new slate of director nominees, and those of
you that are stockholders will receive additional information about the March 31
Annual Meeting. Lets all stay focused on delivering a strong quarter-end close
and continuing to position Quantum for further success in the new fiscal year.
Thank you for your continued
contributions. Jon
***
Email sent by Jon W. Gacek to employees of Quantum on February 2, 2017:
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 Quantums 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.
VIEXs 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