QUANTUM CORP /DE/ — Declaration of Voting Results & Voting Rights Announcements 2015

Aug 31, 2015

8-K 1 quantum_8k.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 _______ FORM 8-K _______

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2015 _______

Quantum Corporation (Exact name of registrant as specified in its charter) _______ Delaware (State or other jurisdiction of incorporation)

1-13449	94-2665054
(Commission File No.)	(IRS Employer Identification
No.)

224 Airport Parkway San Jose, CA 95110 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 944-4000 _______

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Amendment to Long-Term Incentive Plan at Annual Meeting

At the annual meeting of stockholders (the “Annual Meeting”) of Quantum Corporation (the “Company”) held on August 31, 2015, the stockholders of the Company approved and ratified an amendment to the 2012 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of Common Stock available for issuance under the Plan by 8,750,000 shares.

The terms and conditions of the Plan are described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on July 21, 2015 . The Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter submitted to a vote at the Annual Meeting held on August 31, 2015, as well as the number of votes with respect to each matter. For more information about these proposals, please refer to the Company’s Proxy Statement filed with the Securities and Exchange Commission on July 21, 2015.

Proposal 1

The stockholders elected the nine nominees for director recommended by the Company’s Board of Directors (the “Board”) to the Board to serve until the next Annual Meeting or until their successors are elected and duly qualified, as set forth below:

| Nominee | For | Against | Abstain | Broker
Non-Votes |
| --- | --- | --- | --- | --- |
| Robert J.
Andersen | 179,150,484 | 2,392,718 | 276,817 | 50,369,394 |
| Paul R. Auvil III | 177,042,224 | 4,545,756 | 232,039 | 50,369,394 |
| Philip
Black | 178,739,864 | 2,848,396 | 231,759 | 50,369,394 |
| Louis DiNardo | 177,796,994 | 3,791,506 | 231,519 | 50,369,394 |
| Dale L.
Fuller | 179,198,598 | 2,389,902 | 231,519 | 50,369,394 |
| Jon W. Gacek | 177,284,256 | 4,305,825 | 229,938 | 50,369,394 |
| David A.
Krall | 178,718,668 | 2,870,059 | 231,292 | 50,369,394 |
| Gregg J. Powers | 179,029,997 | 2,558,745 | 231,277 | 50,369,394 |
| David E.
Roberson | 178,710,182 | 2,878,316 | 231,521 | 50,369,394 |

Proposal 2

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2016, as set forth below:

For	Against	Abstain	Broker Non-Votes
230,127,154	2,004,059	58,200	--

Proposal 3

The stockholders voted for the adoption of a resolution approving, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below:

For	Against	Abstain	Broker Non-Votes
175,754,455	5,938,539	127,025	50,369,394

Proposal 4

The stockholders approved and ratified an amendment to the Company’s 2012 Long-Term Incentive Plan to increase the number of shares of Common Stock available for issuance under the Plan by 8,750,000 shares, as set forth below:

For	Against	Abstain	Broker Non-Votes
141,916,724	39,764,040	139,255	50,369,394

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.1	Quantum
Corporation 2012 Long-Term Incentive Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| By: | /s/ Shawn D.
Hall |
| --- | --- |
| | Shawn D. Hall |
| | Senior Vice President, General |
| | Counsel and Secretary |
| Dated: August 31, 2015 | |

EXHIBIT INDEX

Exhibit	Description
10.1	Quantum
Corporation 2012 Long-Term Incentive Plan