LONDON—Quantum Corp. announced that it has entered into an agreement with Starboard Value LP and its affiliates regarding the membership and composition of Quantum’s board of directors.
Under the agreement, Quantum will renominate Jeffrey Smith, CEO of Starboard, and two other current Starboard-recommended directors—Louis DiNardo, president and CEO of Exar Corp., and Philip Black, former president and CEO of Nexsan Technologies—for election at Quantum’s 2014 Annual Meeting of Stockholders. Quantum will also nominate an additional Starboard-recommended director—Dale Fuller, chairman of AVG Technologies N.V.—for election as a successor to Michael Brown, who, as previously announced, is retiring from the board.
Also as part of the agreement, Starboard, which beneficially owns approximately 17 percent of the outstanding shares of Quantum’s common stock, including shares underlying Quantum’s convertible senior subordinated notes, will vote all of its shares in favor of each of the Quantum board’s nominees at the 2014 Annual Meeting and in accordance with the board’s recommendation with respect to any other proposals being voted on at the annual meeting, unless Institutional Shareholder Services Inc. recommends otherwise regarding any such proposal. Starboard will also be subject to certain standstill provisions for a period ending prior to the 2015 Annual Meeting of Stockholders.
If Quantum does not achieve certain agreed upon objectives in its fiscal 2015 business plan, Starboard will have the right to add two additional directors to the board. Alternatively, if Quantum achieves all the agreed upon objectives, the standstill provisions of the agreement will remain in effect for a period ending prior to the 2016 Annual Meeting of Stockholders.
The full text of the settlement agreement between Quantum and Starboard will be filed with the Securities and Exchange Commission as an exhibit to Quantum’s current report on Form 8-K.
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