Quantum Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven nominated directors to the Board to serve until the 2027 annual meeting.

2. 2

   Amendment to and Restatement of the 2023 Long-Term Incentive Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2023 Long-Term Incentive Plan to increase the share reserve by 3,400,000 shares to support future equity grants for recruitment, retention, and performance incentives.

   More detail

   This proposal asks shareholders to approve an amendment and restatement of the Company’s 2023 Long-Term Incentive Plan to increase the share reserve by 3,400,000 shares. Management is seeking shareholder approval because the Company’s remaining available shares under the plan (approximately 26,861 as of the Record Date) are asserted to be insufficient to meet anticipated hiring, retention, and incentive needs, particularly as Quantum shifts more compensation mix toward equity to align executives with shareholder outcomes and conserve cash. The restated plan retains several governance-friendly features such as prohibitions on liberal share recycling, no evergreen automatic increases, prohibitions on repricing without shareholder approval, no dividend equivalents on unvested awards, clawback provisions, and independent committee administration. Management provides metrics showing estimated overhang would increase to about 11.9% if approved and explains that the requested reserve is expected to satisfy projected grant needs for roughly one year, with the company intending to return annually for additional shareholder approval as needed. The board recommends approval on the basis that equity is critical to attract and retain talent and align pay with performance, and that insufficient equity availability could force higher cash compensation, reducing capital for operations and growth. Key governance considerations for an investor evaluating this proposal include: the size of the requested increase (3,400,000 shares, ~8.6% of outstanding shares), the company’s recent equity burn and dilution history, plan limits on recyclings and director award caps, and the company’s stated intention to seek shareholder input on future increases. The proposal is transaction-neutral in that it does not add an evergreen clause and includes standard anti-dilution and anti-repricing protections, but approval would materially increase the pool available for grants and therefore near-term dilution; investors should weigh the trade-off between retention/incentive needs and dilution. The board’s recommendation reflects a view that the incremental dilution is justified by the need to preserve competitive compensation and management continuity, but shareholders should monitor grant pacing, grant recipients, and the committee’s use of the expanded pool.

3. 3

   Non-Binding Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   An advisory vote to approve named executive officer compensation as disclosed in the proxy ("say-on-pay").

   More detail

   This management proposal requests an annual, non-binding advisory vote (a "say-on-pay") for approval of the Company’s named executive officer compensation as disclosed in the proxy materials. Management seeks approval to validate its compensation approach, which it describes as pay-for-performance and designed to align executives with shareholder outcomes via a mix of cash and long-term equity, including time-based RSUs, performance-based PSUs, and options. The Board adopted a policy following 2023 shareholder approval to hold annual advisory votes and states that while the vote is non-binding, it will consider shareholder sentiment when setting future pay programs. The context includes recent leadership changes, use of new hire equity awards and discretionary QIP payouts in fiscal 2026, and the company’s intent to move more compensation toward equity to conserve cash and align incentives. The board recommends voting for the resolution because it believes the disclosed program supports retention, motivates performance, and aligns with shareholders; management also notes external consultant support and LCC oversight. For investors assessing the proposal, important factors include the clarity and rigor of performance metrics, realized pay versus target (pay-for-performance outcomes), recent discretionary adjustments (e.g., discretionary QIP payouts), and governance protections such as clawbacks, committee independence, and equity plan controls. While non-binding, a negative outcome could prompt the LCC to revisit plan design, metric selection, and pay quantum.

4. 4

   Ratification of Appointment of Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of CohnReznick LLP as Quantum’s independent registered public accounting firm for fiscal year 2027.

Upcoming shareholder meetings at Quantum Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Quantum Corp 2026 annual meeting?

Quantum Corp (QMCO) holds its 2026 annual shareholder meeting on Tuesday, September 15, 2026.

What is the record date for the Quantum Corp 2026 meeting?

The record date for the Quantum Corp 2026 meeting is Monday, July 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Quantum Corp's 2026 meeting?

The board is presenting 7 director nominees at the Quantum Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Quantum Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Quantum Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.