QUANTUM CORP /DE/ 10-K

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 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, 2022, 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, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION 77 Table of Contents None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 is incorporated by reference from the sections entitled “Board of Directors and Committees” and “Corporate Governance” in our definitive Proxy Statement for our 2022 annual stockholders’ meeting. Certain other information relating to our executive officers appears in Part I of this Annual Report on Form 10-K under the heading “Information About Our Executive Officers and Management Team.” Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act. To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in the Proxy Statement for our 2022 annual stockholders’ meeting and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated by reference from the sections entitled “Corporate Governance—Non-Employee Director Compensation”, “Compensation Discussion and Analysis”, “Fiscal 2022 Compensation Tables”, “Report of the Leadership and Compensation Committee of the Board of Directors” and “Compensation Committee Interlocks and Insider Participation” in our definitive Proxy Statement for our 2022 annual stockholders’ meeting. 78 Table of Contents 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 2022 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 “Related Party Transactions” in our definitive Proxy Statement for our 2022 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 2022 annual stockholders’ meeting. 79 Table of Contents 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. 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 Stock Purchase Agreement between Quantum Corporation and the securityholders of Square Box Systems Limited, a company incorporated in England and Wales, dated December 12, 2020. 8-K 12/14/20 2.1 2.2 Asset Purchase Agreement dated July 18, 2021 by and between PV3 (an ABC) LLC, a Delaware limited liability company as assignee for the benefit of Pivot3, Inc., a Delaware corporation, and Quantum Corporation.* 8-K 7/22/21 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 80 Table of Contents 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 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 10.18 Stipulation and Agreement Of Settlement Entered Into April 11, 2019 8-K 5/31/19 99.2 10.19 Joinder and Fourth Amendment To Revolving Credit and Security Agreement Dated August 23, 2018 10-K 8/6/19 10.68 10.20# Offer Letter between the Company and Lewis W. Moorehead, Dated October 3, 2018 10-K 8/6/19 10.75 10.21# Offer Letter between the Company and John Fichthorn, Dated April 4, 2019 10-K 8/6/19 10.76 10.22# Amended and Restated Long-term Incentive Plan Agreement (As amended and restated through November 13, 2019) 8-K 11/13/2019 10.1 10.23# Amended and Restated Employee Stock Purchase Plan Agreement (As amended and restated through November 13, 2019) 8-K 11/13/2019 10.2 10.24# Offer letter between the Company and Rebecca Jacoby, dated December 16, 2019 10-Q 1/29/2020 10.1 10.25 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 10.26 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 10.27 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 10.28 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 10.29 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 10.30 Fifth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of February 5, 2021, among the Company, Quantum LTO Holdings, LLC, the lenders party thereto, and PNC Bank, National Association, as administrative agent for such lenders. X 10.31 Sixth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of August 5, 2021, among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the lenders party thereto, and PNC Bank, National Association, as administrative agent for such lenders. X 10.32 Seventh Amendment to Amended and Restated Revolving Credit and Security Agreement, dated September 30, 2021, between the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent. 8-K 10/06/21 10.1 10.33 Eighth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of March 15, 2022, by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent. 8-K 3/17/22 10.3 10.34 Ninth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of April 25, 2022, among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the lenders party thereto, and PNC Bank, National Association, as administrative agent. 8-K 4/27/22 10.1 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 81 Table of Contents 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 10.41 Term Loan Credit and Security Agreement, dated August 5, 2021, between the Company, Quantum LTO, Square Box, the lenders party thereto, and Blue Torch Finance LLC, as disbursing and collateral agent. 8-K 8/05/21 10.1 10.42 First Amendment to Term Loan Credit and Security Agreement, dated September 30, 2021, among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC, as disbursing agent and collateral agent. 8-K 10/06/21 10.2 10.43 Second Amendment to Term Loan Credit and Security Agreement, dated as of March 15, 2022, by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC, as disbursing agent and collateral agent. 8-K 3/17/22 10.2 10.44 Third Amendment to Term Loan Credit and Security Agreement, dated as of April 25, 2022, among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the lenders party thereto, and Blue Torch Finance LLC, as disbursing agent and collateral agent. 8-K 4/27/22 10.2 10.45 Investment Commitment Agreement, dated as of March 16, 2022, by and among the Company, Neuberger Berman Investment Advisers LLC, OC II FIE V LP, OC III LVS XI LP, BRF Investments, LLC, B. Riley Securities, Inc., and BRC Partners Opportunity Fund, LP. 8-K 3/17/22 10.1 21.1 List of Subsidiaries 10-K 6/24/20 21.1 23.1 Consent of Armanino, LLP X 24.1 Power of Attorney (contained in "Signatures") 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.INS XBRL Instance Document X 101.SCH XBRL Taxonomy Extension Schema Document X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB XBRL Taxonomy Extension Label Linkbase Document X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover page interactive data file, submitted using XBRL (contained in Exhibit 101) X * Schedules and attachments to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and attachments upon request by the Securities and Exchange Commission. # Indicates management contract or compensatory plan or arrangement. 82 Table of Contents 83 Table of Contents 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) June 8, 2022 /s/ J. Michael Dodson (Date) J. Michael Dodson Chief Financial Officer 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 June 8, 2022. 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/ Yue Zhou White Director Yue Zhou White /s/ Rebecca J. Jacoby Director Rebecca J. Jacoby 84