7 nominees · 8 ballot items.
Eight proposals are up for a vote: Proposal One elects directors; Proposals Two and Three authorize issuance of senior secured convertible notes; Proposal Four authorizes issuance of common stock under forbearance warrant anti-dilution provisions; Proposal Five approves Amendment and Restatement of the 2023 Long-Term Incentive Plan; Proposal Six approves a non-binding advisory vote on executive compensation; Proposal Seven ratifies the appointment of the independent auditors; Proposal Eight adjourns the annual meeting.
Quantum has nominated seven directors to be elected to the Board at the Annual Meeting, to serve until the 2026 annual meeting or until their successors are duly qualified and elected.
Issuance of one or more senior secured convertible notes to Dialectic Technology SPV LLC in exchange for outstanding term loans, subject to shareholder approval and related terms.
If applicable, issuance of Additional Convertible Notes beyond those contemplated by the Debt Exchange.
Issuance of Forbearance Warrant Excess Shares to preserve anti-dilution protections; subject to Nasdaq Rule 5635.
Amendment and restatement of the 2023 Long-Term Incentive Plan to increase share reserve by 1,400,000 shares and remove individual annual award limits.
Non-binding advisory vote to approve executive compensation.
Ratification of the appointment of CohnReznick LLP as Quantum’s independent registered public accounting firm for Fiscal 2026.
Adjournment of the Annual Meeting to a later date to solicit additional proxies if necessary.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 3.7% | 539,275 | $3M |
| 2 | Portolan Capital Management, LLC | 3.3% | 477,214 | $3M |
| 3 | BlackRock, Inc. | 1.3% | 188,833 | $1M |
| 4 | UBS Group AG | 0.9% | 138,085 | $891K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 126,430 | $816K |
| 6 | STATE STREET CORP | 0.6% | 90,714 | $585K |
| 7 | VANGUARD GROUP INC | 0.5% | 80,263 | $518K |
| 8 | Cygnus Capital Advisors, LLC | 0.5% | 69,423 | $448K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 30,441 | $196K |
| 10 | AlphaQuest LLC | 0.2% | 29,386 | $190K |
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