QUANTUM CORP /DE/

DEF 14A 1 d923260ddef14a.htm DEF 14A

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. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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 all boxes that apply):

Dear Stockholder:

You are invited to attend a special meeting of the stockholders (the “Special Meeting”) of Quantum Corporation, a Delaware corporation (“Quantum,” the “Company,” “we,” “us” or “our”), to be held virtually on Thursday, April 24, 2025 at 8:30 a.m., Pacific Time. In order to attend the Special Meeting, you must register in advance by visiting https://web.viewproxy.com/qmco/2025 and using the control number included in your proxy materials.

At the Special Meeting, you will be asked to consider and vote upon the important matters described in the Proxy Statement accompanying this letter, including, without limitation: (i) the approval of the issuance of up to $200,000,000 of our common stock pursuant to a Standby Equity Purchase Agreement dated January 25, 2025 and related change of control for purposes of complying with Nasdaq listing rule 5635 (the “Nasdaq Proposal”), (ii) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2026 (the “Ratification Proposal”), and (iii) the approval of the adjournment of the Special Meeting to a later date, if necessary or appropriate (the “Adjournment Proposal”).

This letter is accompanied by the Proxy Statement, which describes the formal business to be conducted at the Special Meeting. We encourage you to read the Proxy Statement carefully and in its entirety. You may obtain additional information about us from documents we have filed with the Securities and Exchange Commission, which are available without charge through the Securities and Exchange Commission’s website at www.sec.gov.

The Board of Directors recommends that you vote “FOR” the Nasdaq Proposal, “FOR” the Ratification Proposal, and “FOR” the Adjournment Proposal, as such proposals are more fully described in the accompanying Proxy Statement. Your vote is very important regardless of the number of shares that you own and we encourage you to vote promptly. After reading the Proxy Statement, please promptly mark, sign and date the proxy card and return it in the prepaid envelope. Alternatively, you may vote your shares over the Internet or via a toll-free telephone number. Instructions regarding all three methods of voting are provided on the proxy card. If you attend the meeting virtually, you will have the right to revoke your proxy and vote your shares at that time, unless otherwise noted in the Proxy Statement. If your shares are held in “street name,” you should instruct your broker, bank or other nominee to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank or other nominee.

Sincerely,

/s/ James J. Lerner

James J. Lerner

President and Chief Executive Officer Chairman of the Board

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QUANTUM CORPORATION

224 Airport Parkway, Suite 550

San Jose, California, 95110

NOTICE OF

SPECIAL MEETING OF STOCKHOLDERS

Thursday, April 24, 2025

TO OUR STOCKHOLDERS:

The Special Meeting of Stockholders (the “Special Meeting”) of Quantum Corporation, a Delaware corporation (“Quantum,” the “Company,” “we,” “us” or “our”), will be held virtually on Thursday, April 24, 2025 at 8:30 a.m., Pacific Time. In order to attend the Special Meeting, you must register in advance by visiting https://web.viewproxy.com/qmco/2025 and using the control number included in your proxy materials. We are holding this Special Meeting for the following purposes:

The accompanying Proxy Statement, including all documents incorporated by reference into the accompanying Proxy Statement, more fully describes these items of business. We urge you to read this information carefully.

The Board of Directors recommends that you vote “FOR” each of the proposals outlined above and as more fully described in the accompanying Proxy Statement.

Only stockholders of record at the close of business on March 13, 2025 are entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available for inspection at the Company’s headquarters, located at 224 Airport Parkway, Suite 550, San Jose, California, 95110 for 10 days prior to the date of the Special Meeting, ending on the day before the Special Meeting date.

By Order of the Board of Directors of

Quantum Corporation

/s/ Brian E. Cabrera

Brian E. Cabrera

Senior Vice President, Chief Administrative Officer,

Chief Legal and Compliance Officer, and Corporate Secretary

San Jose, California

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TO ENSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, WE URGE YOU TO VOTE AS PROMPTLY AS POSSIBLE BY FOLLOWING THE INSTRUCTIONS INCLUDED ON THE PROXY CARD OR VOTING INSTRUCTION FORM. THANK YOU FOR ACTING PROMPTLY.

IMPORTANT: Please vote your shares by Internet or telephone, as described herein, or by mail on the proxy card or voting instruction form, to assure that your shares are represented at the Special Meeting, or mark, sign and date the proxy card and return it in the postage-paid envelope. If you attend the virtual meeting, you may choose to vote at that time even if you have previously voted your shares.

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of Stockholders to be held virtually on April 24, 2025.

The Proxy Statement is available at https://web.viewproxy.com/qmco/2025.

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