Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that
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there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under Exchange Act as of the end of the period covered by this Annual Report on Form 10-K.
Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2021, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act. Our management, with the participation of our principal executive and principal financial officers, evaluated the effectiveness of our internal control over financial reporting using the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) . Based on this assessment, management concluded
that Quantum Corporation maintained effective internal control over financial reporting as of the end of the period covered by this Annual Report. Armanino LLP, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, and this attestation report appears in Item 8.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 is incorporated by reference from the sections entitled “Election of Directors”, “Board of Directors and Committees”, “Security Ownership of Certain Beneficial Owners and Management” and “Audit Committee Report” in our definitive Proxy Statement for our 2021 annual stockholders’ meeting.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from the sections entitled “Election of Directors”, “Director Compensation”, “Corporate Governance”, “Director Compensation”, “Compensation Discussion and Analysis”, “Compensation Committee Report”, “Compensation Committee Interlocks and Insider Participation”, and “Executive Compensation” in our definitive Proxy Statement for our 2021 annual stockholders’ meeting.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is incorporated by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive Proxy Statement for our 2021 annual stockholders’ meeting.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated by reference from the section entitled “Board of Directors and Committees” , “Corporate Governance” and “Transactions with Related Persons” in our definitive Proxy Statement for our 2021 annual stockholders’ meeting.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 is incorporated by reference from the section entitled “Audit and Audit-Related Fees” in our definitive Proxy Statement for our 2021 annual stockholders’ meeting.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The financial statements and financial statement schedules required to be filed as part of this Annual Report are included under Item 8. The exhibits required to be filed as part of this Annual Report are listed below. Exhibits 10.1 through 10.40 constitute management contracts or compensatory plans or arrangements. Notwithstanding any language to the contrary, Exhibits 32.1, 32.2, 101, and 104 shall not be deemed to be filed as part of this Annual Report for purposes of Section 18 of the Securities Exchange Act of 1934.
Incorporated by Reference
Exhibit
Number Exhibit Description Form Filing Date Exhibit Filed or Furnished Herewith
2.1 S tock Purchase Agreement between Quantum Co rporation and the securityholders of Square Box System s Limited, a company incorporated in England and Wales, date d December 12, 2020.
8-K 12/14/20 2.1
3.1 Amended and Restated Certificate Of Incorporation Of Quantum
8-K 8/16/07 3.1
3.2 Amended and Restated By-Laws Of Quantum, As Amended
8-K 12/5/08 3.1
3.3 Certification Of Amendment To The Bylaws Of Quantum Corporation, As Adopted On January 20, 2010
8-K 1/26/10 3.1
3.4 Certification Of Amendment To The Bylaws Of Quantum Corporation, As Adopted On February 3, 2016
8-K 2/8/16 3.5
3.5 Certificate Of Amendment To The Amended Articles Of Incorporation Of Quantum Corporation
10-Q 11/9/17 3.1
4.1 Certificate Of Designation Of Rights, Preferences and Privileges Of Series B Junior Participating Preferred Stock.
S-3 10/9/03 4.7
4.2 Warrant to Purchase Common Stock dated December 27, 2018 issued to OC II FIE V LP
8-K 12/28/18 4.1
4.3 Warrant to Purchase Common Stock dated December 27, 2018 issued to BTC Holdings Fund I, LLC
8-K 12/28/18 4.2
4.4 Registration Rights Agreement, dated December 27, 2018 between the Company, OC II FIE V LP and BTC Holdings Fund I, LLC
8-K 12/28/18 4.3
4.5 Warrant to Purchase Common Stock, dated June 16, 2020, Warrant No. B-1
8-K 6/17/20 4.1
4.6 Warrant to Purchase Common Stock, dated June 16, 2020, Warrant No. B-2
8-K 6/17/20 4.2
4.7 Warrant to Purchase Common Stock, dated June 16, 2020, Warrant No. B-3
8-K 6/17/20 4.3
4.8 Warrant Agreement, dated June 16, 2020
8-K 6/17/20 4.4
4.9 Amended and Restated Registration Rights Agreement, dated June 16, 2020, between the Company, OC II FIE V LP, Blue Torch Credit Opportunities Fund I LP and BTC Holdings SC Fund LLC
8-K 6/17/20 4.5
4.10 Description of Common Stock
10-K 6/24/20 4.1
4.11 Registration Rights Agreement between the Company and the securityholders of Square Box Systems Limited, a company incorporated in England and Wales, dated December 12, 2020.
8-K 12/14/20 4.1
10.1 Lease Agreement, Dated February 6, 2006, between the Company and CS/Federal Drive AB LLC (For Building A)
8-K 2/10/06 10.2
10.2 Lease Agreement, Dated February 6, 2006, between the Company and Cs/Federal Drive AB LLC (For Building B)
8-K 2/10/06 10.3
10.3 Form Of Indemnification Agreement between the Company and The Named Executive Officers and Directors
8-K 4/4/07 10.4
10.4 Form Of Amended and Restated Director Change Of Control Agreement between the Company and the Directors (other than the CEO)
8-K 5/10/11 10.3
10.5 Form Of Agreement To Advance Legal Fees between the Company and Certain Of Its Executive Officers
10-K 6/12/15 10.25
10.6 Form Of Amended and Restated Change Of Control Agreement between the Company and Each Of Registrant’s Executive Officers
10-Q 11/6/15 10.2
10.7 Revolving Credit and Security Agreement, Dated October 21, 2016, among Quantum Corporation, PNC Bank, National Association, As Agent, and The Lender Party Thereto
8-K 10/21/16 10.2
10.8 Offer Letter, Dated May 1, 2017, between the Company and Marc Rothman
8-K 5/4/17 10.1
10.9 Quantum Corporation Executive Officer Incentive Plan, Restated As Of August 23, 2017
8-K 8/24/17 10.2
10.10 Offer Letter with Raghu Rau, Dated August 31, 2017
8-K 9/5/17 10.1
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10.11 Second Amendment To Revolving Loan Credit and Security Agreement, Dated November 6, 2017, by and among the Company, PNC Bank, National Association, As Agent, and The Lender Parties Thereto
8-K 11/9/17 10.2
10.12 Third Amendment To Revolving Credit and Security Agreement, Dated As Of February 14, 2018, between the Company and PNC Bank, National Association, As Agent
8-K 2/20/18 10.1
10.13 Offer Letter between the Company and J. Michael Dodson, Dated May 29, 2018
8-K 5/30/18 10.1
10.14 Change Of Control Agreement between the Company and J. Michael Dodson, Dated May 29, 2018
8-K 5/30/18 10.2
10.15 Offer Letter between the Company and James J. Lerner, Dated June 22, 2018
8-K 6/27/18 10.1
10.16 Change Of Control Agreement between the Company and James J. Lerner, Dated June 22, 2018
8-K 6/27/18 10.2
10.17 Term Loan Credit and Security Agreement, dated December 27, 2018, between the Company, Quantum LTO, the lenders party thereto, and U.S. Bank, National Association
8-K 12/28/18 10.1
10.18 Amended and Restated Revolving Credit and Security Agreement, dated December 27, 2018, between the Company, Quantum LTO, the lenders party thereto, and PNC Bank, National Association
8-K 12/28/18 10.2
10.19 Stipulation and Agreement Of Settlement Entered Into April 11, 2019
8-K 5/31/19 99.2
10.20 Joinder and Fourth Amendment To Term Loan Credit and Security Agreement Dated August 23, 2018
10-K 8/6/19 10.68
10.21 Offer Letter between the Company and Lewis W. Moorehead, Dated October 3, 2018
10-K 8/6/19 10.75
10.22 Offer Letter between the Company and John Fichthorn, Dated April 4, 2019
10-K 8/6/19 10.76
10.23 Amended and Restated Long-term Incentive Plan Agreement (As amended and restated through November 13, 2019)
8-K 11/13/2019 10.1
10.24 Amended and Restated Employee Stock Purchase Plan Agreement (As amended and restated through November 13, 2019)
8-K 11/13/2019 10.2
10.25 Offer letter between the Company and Rebecca Jacoby, dated December 16, 2019
10-Q 1/29/2020 10.1
10.26 Amendment Number 2 to Term Loan Credit and Security Agreement, dated as of December 27, 2018, as amended on March 31, 2020, among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and U.S. Bank National Association
8-K 4/6/20 10.1
10.27 First Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of December 27, 2018, as amended on April 3, 2020 among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent for such lenders
8-K 4/6/20 10.2
10.28 Payment Protection Program Term Note, effective as of April 11, 2020, in favor of PNC Bank, National Association
8-K 4/16/20 10.1
10.29 Amendment Number 3 to the Term Loan Credit and Security Agreement, dated as of December 27, 2018, as amended on April 13, 2020, among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and U.S. Bank National Association, as disbursing and collateral agent for such lenders
8-K 4/16/20 10.2
10.30 Second Amendment to the Amended and Restated Revolving Credit and Security Agreement, dated as of December 27, 2018, amended as of April 11, 2020 among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent for such lenders
8-K 4/16/20 10.3
10.31 Amendment No. 4 To Term Loan Credit and Security Agreement, dated June 16, 2020, between the Company, Quantum LTO Holdings, LLC, the lenders party thereto, and U.S. Bank National Association, as disbursing and collateral agent
8-K 6/17/20 10.1
10.32 Amendment No. 5 to Term Loan Credit and Security Agreement, dated as of December 10, 2020, among the Company, Quantum LTO Holdings, LLC, and the lenders party thereto,
8-K 12/14/20 10.1
10.33 Third Amendment to Amended and Restated Revolving Credit and Security Agreement, Dated June 16, 2020, between the Company, Quantum LTO Holdings, LLC, the lenders party thereto, and PNC Bank, National Association, as administrative agent
8-K 6/17/20 10.2
10.34 Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of December 10, 2020, among the Company, Quantum LTO Holdings, LLC, the lenders party thereto, and PNC Bank, National Association, as administrative agent for such lenders.
8-K 12/14/20 10.2
10.35 Offer letter between the Company and Elizabeth King, dated January 14, 2019
10-K 6/24/20 10.1
10.36 Form of Restricted Stock Unit Agreement (US Employees) under the Quantum Corporation 2012 Long Term Incentive Plan
10-K 6/24/20 10.2
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10.37 Form of Market-Based Restricted Stock Unit Agreement (US Employees) under the Quantum Corporation 2012 Long Term Incentive Plan
10-K 6/24/20 10.3
10.38 Form of Restricted Stock Unit Agreement (Non-US Employees) under the Quantum Corporation 2012 Long Term Incentive Plan
10-K 6/24/20 10.4
10.39 Form of Restricted Stock (PSU) Unit Agreement (Non-US Employees) under the Quantum Corporation 2012 Long Term Incentive Plan
10-K 6/24/20 10.5
10.40 Form of Restricted Stock Unit Agreement (Directors) under the Quantum Corporation 2012 Long Term Incentive Plan
10-K 6/24/20 10.6
21.1 List of Subsidiaries
10-K 6/24/20 21.1
23.1 Consent of Armanino, LLP
X
24.1 Power of Attorney
X
31.1 Certification of the Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of the Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
X
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002
X
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002
X
101 Interactive Data Files X
104 Cover page interactive data file, submitted using XBRL (contained in Exhibit 101) X
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ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Quantum Corporation
(Registrant)
May 26, 2021 /s/ J. Michael Dodson
(Date) J. Michael Dodson
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Lerner and Michael Dodson, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities on May 26, 2021.
Signature Title
/s/ James J. Lerner President, Chief Executive Officer and Chairman of the Board
James J. Lerner (Principal Executive Officer)
/s/ J. Michael Dodson Chief Financial Officer
J. Michael Dodson (Principal Financial Officer)
/s/ Lewis Moorehead Chief Accounting Officer
Lewis Moorehead (Principal Accounting Officer)
/s/ Raghavendra Rau Director
Raghavendra Rau
/s/ Marc E. Rothman Director
Marc E. Rothman
/s/ John A. Fichthorn Director
John A. Fichthorn
/s/ Rebecca J. Jacoby Director
Rebecca J. Jacoby
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.