Quantum and Starboard reach agreement on board of directors composition

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.

“We are pleased that we were able to come to an agreement with Starboard that we believe serves the best interests of Quantum and all our stockholders,” said Jon Gacek, president and CEO of Quantum. “We look forward to continuing to work with Jeff, Lou and Philip, and to the addition of Dale to our board, as we focus on driving growth and profit by building on our leadership in scale-out storage and data protection.”

“We are pleased to continue our work constructively with Quantum management and the other board members,” said Smith, speaking on behalf of Starboard. “We are confident that this settlement will serve the best interests of Quantum by providing increased accountability while enabling Quantum to deliver value for all stockholders.”