NEW YORK, Feb. 6, 2017 /PRNewswire/ -- VIEX Capital
Advisors ("VIEX"), the largest shareholder of Quantum Corporation
(NYSE: QTM), today issued a statement regarding its nomination of
five highly qualified and independent directors, including two
incumbent directors who have elected to run on VIEX's slate because
they believe that is the best way to achieve the change that is
required, for election to the Company's upcoming annual meeting
scheduled for March 31, 2017. In
particular, VIEX has significant concerns with four long-serving
members of the Board, Paul R. Auvil
III, David A. Krall,
Gregg J. Powers and David E. Roberson (collectively, the "Legacy
Directors"), who it believes have overseen the lion's share of the
Company's recent failings.
Eric Singer, the managing member
of VIEX stated, "As shareholders are all too aware, the Legacy
Directors have established a record over four years of threatened
proxy contests and intense opposition from a succession of its
largest shareholders. Yet rather than working with shareholders to
improve performance, their focus has seemingly been on maintaining
the status quo. And the consequences have been
devastating—the Company's stock price has declined by greater than
60% on average when measured by when each of the Legacy Directors
first joined the board1. This dismal stock price decline
has gone hand-in-hand with poor operating performance, a series of
missed strategic opportunities and a consistent failure to deliver
results."
Mr. Singer continued, "For the better part of this past year,
VIEX has attempted to work out a deal with the Company in an effort
to avoid a proxy contest. We have endeavored to engage in a
constructive dialogue around Board reconstitution, proposing a
variety of settlement scenarios with one underlying condition—that
new independent directors, unaffiliated with any party, are added
to the Board and no more than three Legacy Directors continue. The
Board rejected every long-term settlement we proposed. They refused
to consider any scenario where they would not be allowed to
unilaterally nominate any successors, not subject to shareholder
approval. Even now, having belatedly acknowledged the imperative
for Board reconstitution, the only solution the Legacy directors
offer to shareholders is that they unilaterally select one or two
replacements after the conclusion of the annual
meeting—thereby ensuring that shareholders have no say in
electing a significant portion of the Board. In our opinion, these
actions put in bold relief their true insular nature and failure to
commit to good corporate governance and is arguably one of the
underlying reasons for the Company's long-term
underperformance."
Mr. Singer concluded, "There is one silver lining to the
interminable destruction of value under a Legacy Director dominated
Board. Despite having thus far successfully perpetuated the status
quo—no election of directors in 19 months!—the Company is
now compelled by NYSE rules to call a shareholder meeting for a
reverse stock split to avoid a delisting. VIEX has nominated a
slate of five highly qualified and independent director candidates
for election. We have chosen five individuals who we believe have
the qualifications and commitment to manage the Company
effectively—three new Directors and two incumbent Directors who
have elected to run on VIEX's slate because they believe that is
the best way to achieve the change that is required. VIEX believes
that this slate of Directors has the requisite understanding of the
Company, the industry in which the Company operates, and the
commitment to responsible corporate governance to restore effective
management at the Company. We look forward to shareholders finally
being able to retake control of their Company by electing new
highly-qualified independent directors who we are confident will
work to restore responsible corporate governance and respect
shareholder accountability."
VIEX's nominees are:
Mark Bonney. Mr. Bonney has
successfully managed turnarounds in several technology companies in
the United States and abroad over
the past 30 years. He has significant management, operations and
financial experience as a senior executive of middle market, high
technology companies in the United
States and globally. He is a member of the Board of
Directors, President and Chief Executive Officer of MRV
Communications, Inc. (NASDAQ: MRVC), a global supplier of packet
and optical solutions that power the world's largest networks.
Previously, Mr. Bonney served as the President and Chief Executive
Officer of On Board Advisors, LLC, a strategic and financial
advisory firm. He has served on the boards of American Bank Note
Holographics, Inc., Axsys Technologies, Inc., and Sigma Designs.
Mr. Bonney is also currently a member of the Board of Directors of
Zix Corporation, where he has served since January 2013.
Dale L. Fuller. Mr. Fuller has
extensive experience in the technology industry both as an
executive officer and a director of private and publicly traded
technology companies. Mr. Fuller is intimately familiar with the
Company, as he has served a member of the Company's Board since
September 2014. Mr. Fuller has also
served as Chairman of the Supervisory Board of AVG Technologies
N.V. (NYSE: AVG) ("AVG"), a global leader in mobile security, PC
optimization, Internet security, and privacy software, since
November 2009. He joined AVG's Board
of Directors in October 2008.
Previously, Mr. Fuller served as President and Chief Executive
Officer of MokaFive (n/k/a moka5, Inc.), a venture-backed private
company, from 2008 to January 2013.
Mr. Fuller also previously served on the Board of Directors of
Zoran Corporation, a multinational digital technology company, from
March 2011 until its merger with CSR
plc in August 2011, and as Chairman
of the Board of Directors of Webgistix Corporation, a global leader
in e-commerce fulfillment, from October
2008 through January 2013. Mr.
Fuller also previously served on the Boards of Directors of
Guidance Software, Inc., Krugle, Inc., Quest Aircraft Company, LLC
and McAfee, Inc. ("McAfee"). In addition, Mr. Fuller served as
interim President and CEO of McAfee, from October 2006 through March
2007. Prior to joining McAfee, he was President and CEO of
Borland Software Corporation, from 1999 until 2005. Mr. Fuller is
also currently serving as Chairman of the Board of Directors of
MobiSocial, Inc., a Stanford-based
technology startup, where he has served since January 2013.
John Mutch. Mr. Mutch is a
seasoned operating executive and investor in the technology
industry with over 30 years of public and private company operating
and investing experience with a long, sustained track record of
creating shareholder value and extensive executive management
experience. He serves as the managing partner of MV Advisors LLC, a
strategic block investment firm which provides focused investment
and strategic guidance to small and mid-cap technology companies.
Previously, Mr. Mutch served as the President, CEO and Chairman of
the Board of BeyondTrust Software, a privately held security
software company. He also served as President and CEO of both
Peregrine Systems and HNC Software, an enterprise analytics
software provider. Mr. Mutch currently serves as a member of the
Board of Directors of Agilysys, Inc. (NASDAQ: AGYS), and as the
Chairman of the Board of Aviat Networks and previously served on
the boards of Phoenix Technology, Adaptec Inc., Edgar Online, Aspyra, Overland Storage and Brio
Software.
Clifford Press. Mr. Press is an
experienced governance oriented investor, who has served on the
Boards of Directors of numerous public companies in the course of
his career. Mr. Press has extensive knowledge of the Company,
as he has served on the Company's Board since April 2016. Mr.
Press also currently serves as a director of Drive Shack, Inc
(NYSE: DS), a golf and leisure company and Stewart Information
Services Corporation (NYSE: STC), a global real estate services
company. In 1986, he co-founded the investment company Hyde Park
Holdings, which engaged in a number of investment and acquisition
activities from its founding through March
2003. In 2005, Mr. Press formed Oliver Press Partners, an
investment advisory firm, in partnership with Gus Oliver. Additionally, from December 2011 to February
2013, Mr. Press served as a director of SeaBright Holdings,
Inc. (formerly NYSE: SBX), a holding company whose wholly-owned
subsidiary, SeaBright Insurance Company, operates as a specialty
provider of multijurisdictional workers' compensation insurance.
From 2001 to June 2011, Mr. Press
served as a director of GM Network Ltd., a private holding company
providing Internet-based digital currency services.
Raghavendra Rau. Mr. Rau is an
accomplished global executive who has led transformative change in
the technology and software industries. He has extensive experience
in the technology industry, significant public company board
experience and executive level management experience. He served as
the Chief Executive Officer of SeaChange International Inc.
(NASDAQ: SEAC), a manufacturer of digital video systems and
provider of related services to media companies worldwide, and also
on its Board of Directors. He currently serves as a member of the
Board of Directors of Rovi Corporation (NASDAQ: ROVI), a creator of
personalized and data-driven entertainment. Previously, Mr. Rau
served on the Board of Directors of Aviat Networks, Inc. and
Microtune, Inc. Mr. Rau is a former Chairman of the QuEST Forum, a
collaboration of service providers and suppliers dedicated to
telecom supply chain quality and performance, and was a director of
the Center for Telecom Management at the University of Southern California.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
VIEX Opportunities Fund, LP – Series One ("Series One") together
with the other participants named herein (collectively, "Viex"),
has filed a preliminary proxy statement and an accompanying proxy
card with the Securities and Exchange Commission ("SEC") to be used
to solicit votes for the election of its slate of director nominees
at the upcoming annual general meeting of stockholders of Quantum
Corporation (the "Company") scheduled for
March 31, 2017.
VIEX STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
VIEX Opportunities Fund, LP – Series One, VIEX Opportunities Fund,
LP – Series Two ("Series Two"), VIEX Special Opportunities Fund
III, LP ("VSO III"), VIEX GP, LLC ("VIEX GP"), VIEX Special
Opportunities GP III, LLC ("VSO GP III"), VIEX Capital Advisors,
LLC ("VIEX Capital"; and collectively with Series One, Series Two,
VSO III, VIEX GP and VSO GP III, the "VIEX Entities"), Eric Singer, Mark
Bonney, Dale L. Fuller,
John Mutch, Clifford Press and Raghu
Rau (collectively with the VIEX Entities, the
"Participants").
As of the date hereof, Series One may be deemed to beneficially
own 7,407,865 shares of Common Stock, including 1,000 shares held
in record name. As of the date hereof, Series Two may be deemed to
beneficially own 1,413,191 shares of Common Stock. As of the date
hereof VSO III may be deemed to beneficially own 20,710,666 shares
of Common Stock. VIEX GP, as the general partner of Series One and
Series Two, may be deemed to beneficially own the 8,821,056 shares
of Common Stock owned in the aggregate by Series One and Series
Two. VSO GP III, as the general partner of VSO III, may be
deemed to beneficially own the 20,710,666 shares of Common Stock
owned by VSO III. VIEX Capital, as the investment manager of
Series One, Series Two and VSO III, may be deemed the beneficial
owner of 29,531,722 shares of Common Stock owned in the aggregate
by Series One, Series Two and VSO III.
Mr. Singer, as the managing member of VIEX GP and VIEX Capital
may be deemed the beneficial owner of 29,531,722 shares of Common
Stock owned in the aggregate by Series One, Series Two and VSO III.
As of the date hereof, Mr. Fuller may be deemed to beneficially own
233,890 shares of Common Stock, including 36,348 restricted stock
units that vest within 60 days of the date hereof. As of the date
hereof, Mr. Press may be deemed to beneficially own 62,500 shares
underlying restricted stock units that vest within sixty 60 days of
the date hereof. As of the date hereof, none of Messrs. Bonney,
Mutch or Rau beneficially owns any shares of Common Stock.
1.Until February 3, 2017
Contact:
For More Information:
Investors / Media
John Ferguson /Joe Mills
Saratoga Proxy Consulting LLC
212-257-1311
info@saratogaproxy.com
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SOURCE VIEX Capital Advisors