… As Well as Starboard CEO Jeffrey Smith
Joining Louis DiNardo, CEO of Exar, and Philip Black, CEO of Nexsan
This is a Press Release edited by StorageNewsletter.com on May 15, 2013 at 2:59 pmQuantum Corp. has entered into an agreement with Starboard Value LP and its affiliates regarding the membership and composition of Quantum’s board of directors.
Under the agreement, Jeffrey Smith, Starboard’s CEO and chief investment officer, has been appointed to Quantum’s board of directors, effective immediately and the size of the board has been expanded from eight to nine members and will remain at nine until prior to Quantum’s 2014 Annual Meeting of Stockholders.
Quantum will also nominate two additional Starboard-recommended directors – Louis DiNardo, president and CEO of Exar Corp., and Philip Black, president and CEO of Nexsan Technologies – for election at Quantum’s 2013 Annual Meeting of Stockholders in the place of two incumbent directors. In the interim, DiNardo and Black may observe meetings of the board.
Also as part of the agreement, Starboard – which beneficially owns approximately 17% 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 2013 annual meeting and in accordance with the board’s recommendation with respect to Quantum’s ‘say-on-pay’ proposal, unless Institutional Shareholder Services Inc. recommends otherwise regarding the proposal.
"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 also look forward to drawing on the experience and perspectives that Jeff, Lou and Phil each bring to the board as we focus on driving growth and profit by building on our leadership in data protection and big data management."
"We are pleased to have worked constructively with management and the board of Quantum and are confident that the addition of Lou, Phil and myself will serve the best interests of Quantum and its stockholders," said Smith, speaking on behalf of Starboard. "We believe that Lou’s track record of execution as a public technology company CEO, and Phil’s extensive experience of more than 30 years as CEO of companies in the storage and technology space, will be invaluable as we work with the board to enhance value for the benefit of all stockholders."