QUANTUM CORP /DE/
For the period ended Dec 16, 2025. Filed Oct 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 16, 2025 · Filed Oct 31, 2025
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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:
| ☐ | 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 Pursuant to Section 240.14a-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 all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Quantum Corporation
Annual Shareholder Meeting Proxy Statement** 2025**
A Message from Our Leadership
The question I’ve heard most in the last few months is, “Why would you want to come out of retirement to go back to work at Quantum?” The honest answer is that it feels like fate.
Much of my professional work has been in the storage industry. More specifically, I have been associated with Quantum since the 1990s, as a supplier, employee, competitor, or Board member. Each of these roles has given me the ability to learn, experience, and understand Quantum’s products and opportunities in a unique way. This tenure makes it feel like Quantum is in my blood.
I am extremely happy to step into the President and Chief Executive Officer role, and am passionately focused on driving the company toward successfully achieving the opportunities ahead of us. We have fantastic products, amazing people, and fascinating customers. I’m looking forward to combining all of those resources into providing unmatched solutions for unstructured data and AI-enabled workflows.
I sincerely believe Quantum is uniquely positioned to grow our business and deliver more consistent results for our shareholders. We believe that your support on the proposals included in this proxy statement will help us do that.
Hugues Meyrath
President and Chief Executive Officer
Fiscal year 2025 created the foundation for significant change for Quantum. We revised our product portfolio, go to market strategies and resources, customer purchase methodologies, access to capital, and global employee footprint.
On the heels of those actions, we ushered in fiscal year 2026 by revising our debt structure and reconstituting our executive management team. Having known Hugues for more than 20 years, I could not have been more pleased to welcome him as Quantum’s new President and Chief Executive Officer. His depth and breadth of interaction with Quantum over the last thirty years is rare and sincere, and he was truly excited to have the opportunity to lead the company forward.
I have no doubt that excitement has translated into renewed focus and engagement with Quantum’s leadership team, employees, customers, suppliers, and other partners. Quantum’s recent history has been defined by charting a new direction; fiscal year 2026 presents an opportunity to leverage that work and define a future that can deliver positive outcomes for all stakeholders. We recommend you support our proxy proposals as a critical step in continuing Quantum’s transformation.
I’ve very excited to play a part in that process and support Hugues and the Quantum team through this journey.
Don Jaworski
Chairman of the Board
Notice of Annual Meeting of Shareholders
October 20, 2025
Record Date** **
December 16, 2025
Annual Meeting Date** **
8:00 a.m.
Pacific Time
https://web.viewproxy.com/qmco/2025
Virtual Meeting
(you must preregister in order to attend)
Quantum Corporation (Quantum or the Company) invites you to attend our 2025 annual meeting of shareholders (Annual Meeting) on Tuesday, December 16, 2025, beginning promptly at 8:00 a.m. Pacific Time. At the meeting, we will consider and vote on the following proposals:
Proposal One
Elect Directors
Proposals Two and Three
Issuance of Senior Secured Convertible Notes
Proposal Four
Issuance of Common Stock Under Forbearance Warrant Anti-Dilution Provisions
Proposal Five
Amendment and Restatement of the 2023 Long-Term Incentive Plan
Proposal Six
Non-Binding Advisory Vote on Executive Compensation
Proposal Seven
Ratification of Independent Auditors
Proposal Eight
Adjournment of the Annual Meeting
Other Matters Properly Raised
None as of the time this proxy statement was filed
Only shareholders of record at the close of business on October 20, 2025 (the Record Date), or their valid proxy holders, may vote at the meeting. Our Board of Directors (Board) recommends you vote “FOR” each of the nominees in Proposal One, and “FOR” Proposals Two, Three, Four, Five, Six, Seven, and Eight.
Important Notice Regarding the Availability of Proxy Materials
The following pages set forth our 2025 proxy statement, including more complete descriptions of proposals and Board candidates. This information is also available at https://web.viewproxy.com/qmco/2025.
Efficiency and conservation matter to us. To reduce environmental impacts of the proxy process, shareholders will not automatically receive paper copies of our proxy statement and annual report. We will instead send a Notice of Internet Availability (Notice) with instructions for accessing the proxy materials and voting online. The notice will also provide information about how shareholders may obtain paper copies of proxy materials if they prefer. Our Notice is first being sent on or about October 31, 2025 to all shareholders entitled to vote at the Annual Meeting.
Quantum knows of no other matters to be submitted at the Annual Meeting. As Corporate Secretary, I must receive any shareholder proposals intended for consideration at the Annual Meeting (including their required information) within the timeframes specified in our Bylaws and required by the rules of the Securities and Exchange Commission (SEC). If any other matters properly come before the Annual Meeting, the individuals named in the form of proxy will vote the shares they represent as the Board may recommend.
By Order of the Board of Directors,
Tara Ilges
Vice President, Corporate Affairs and Corporate Secretary
October 31, 2025
Table of Contents
| Board of Directors and Committees | 7 | ||
|---|---|---|---|
| Director Biographies | 8 | ||
| Board Meetings and Independence | 13 | ||
| Board Committees and Leadership Structure | 14 | ||
| Director Candidate Evaluation | 17 | ||
| Corporate Governance | 19 | ||
| Ethics and Compliance | 20 | ||
| Environmental, Social, and Governance Oversight | 22 | ||
| Board Role in Risk Oversight and Board Evaluation | 23 | ||
| Stock Ownership Guidelines | 24 | ||
| Non-Employee Director Compensation | 25 | ||
| Proposals | 28 | ||
| Proposal One | Election of Directors | 29 | |
| Proposals Two and Three | Issuance of Senior Secured Convertible Notes | 30 | |
| Proposal Four | Issuance of Common Stock Under Forbearance Warrant Anti-Dilution Provisions | 38 | |
| Proposal Five | Amendment and Restatement of the 2023 Long-Term Incentive Plan | 41 | |
| Proposal Six | Non-Binding Advisory Vote on Executive Compensation | 52 | |
| Proposal Seven | Ratification of Appointment of Registered Public Accounting Firm | 53 | |
| Proposal Eight | Adjournment of the Annual Meeting | 57 | |
| Other Proposals | 58 | ||
| Executive Compensation Summary | 59 | ||
| Named Executive Officers | 60 | ||
| Equity Grant Practices | 61 | ||
| Fiscal 2025 Compensation Tables | 62 | ||
| Summary Compensation Table | 63 | ||
| Narrative to Summary Compensation Table | 64 | ||
| Outstanding Equity Awards at Fiscal 2025 Year End | 68 | ||
| Potential Payments Upon Termination or Change in Control for Fiscal 2025 | 70 | ||
| Equity Compensation Plan Information | 72 | ||
| Security Ownership of Certain Beneficial Owners and Management | 73 | ||
| Pay vs. Performance | 74 | ||
| Board Committee Reports and Related Information | 79 | ||
| Report of the Audit Committee of the Board of Directors | 80 | ||
| Related Party Transactions | 81 | ||
| Information Concerning Solicitation, Voting, and Communication | 83 | ||
| General Information, Notice and Access, Record Date and Outstanding Shares, and Voting Procedures | 84 | ||
| Householding, Solicitation, and Communicating with the Company | 88 | ||
| Shareholder Proposals for Our 2026 Annual Meeting | 89 | ||
| Documents Incorporated by Reference | 90 | ||
| Cautionary Statement Regarding Forward-Looking Statements | 91 | ||
| Exhibit A | Amended and Restated 2023 Long-Term Incentive Plan (as amended and restated through October 20, 2025) | 93 | ||
| Proxy Card | 110 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.