What changed in this filing

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Item 9A. Controls and Procedures

2023-06-06 compared with 2022-06-08 · 83 added, 96 removed, 115 unchanged (61% of the section changed)

7 unchanged sentences

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 is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-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) .

8 unchanged sentences

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.”

The information required by Item 10 is incorporated by reference from the sections entitled “Board of Directors and Committees,” “Board of Directors and Committees—Board Committees and Leadership Structure,” “Corporate Governance,” and “Compensation Discussion and Analysis—Anti-Hedging and Anti-Pledging Policies” in our definitive Proxy Statement for our 2023 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.”

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.

1 unchanged sentence

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.

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 2023 Compensation Tables,” “Report of the Leadership and Compensation Committee of the Board of Directors” and “Corporate Governance—Non-Employee Director Compensation—Compensation Committee Interlocks and Insider Participation” in our definitive Proxy Statement for our 2023 annual stockholders’ meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

1 unchanged sentence

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.

The information required by Item 13 is incorporated by reference from the section entitled “Board of Directors and Committees—Board Meetings and Independence,” and “Related Party Transactions” in our definitive Proxy Statement for our 2023 annual stockholders’ meeting.

PRINCIPAL ACCOUNTING FEES AND SERVICES

1 unchanged sentence

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.

(a) Documents filed as part of this report

Financial Statements

Reference is made to the Index to Financial Statements of Quantum Corporation included in Item 8 of Part II of this report.

Financial Statement Schedules

All schedules have been omitted because they are not required, not applicable, or the required information is included in the financial statements or notes thereto.

See Item 15(b) below.

Each management contract or compensatory plan or arrangement required to be filed has been identified.

Incorporated by Reference

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

2.1 Asset Purchase Agreement dated July 18, 2021 by and between PV3 (an ABC) LLC, as assignee for the benefit of Pivot3, Inc., and the Company.*

8-K 7/22/21 2.1

3.5 Certificate Of Amendment To The Amended Articles Of Incorporation Of Quantum Corporation

10-Q 11/9/17 3.1

3.1 Amended and Restated Certificate of Incorporation of the Company, as amended through August 19, 2022

3.2 Amended and Restated Bylaws of the Company, as amended through February 8, 2016

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4.2 Certificate of Designation of Rights, Preferences and Privileges of Series B Junior Participating Preferred Stock

4 unchanged sentences

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

4.5 Warrant Agreement dated June 16, 2020 by and between the Company and Armory Securities, LLC.

8-K 6/17/20 4.4

4.6 Warrant to Purchase Common Stock dated June 16, 2020, Warrant No.

B-1 , issued to OC II FIE V LP

8-K 6/17/20 4.1

4.7 Warrant to Purchase Common Stock dated June 16, 2020, Warrant No.

B-2 , issued to Blue Torch Credit Opportunities Fund I LP

8-K 6/17/20 4.2

4.8 Warrant to Purchase Common Stock dated June 16, 2020, Warrant No.

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

B-3, issued to BTC Holdings SC Fund LLC

8-K 6/17/20 4.3

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.

4.9 Amended and Restated Registration Rights Agreement dated June 16, 2020 by and among 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

10.1 Lease Agreement, Dated February 6, 2006, between the Company and CS/Federal Drive AB LLC (For Building A)

4.10 Registration Rights Agreement dated December 12, 2020 by and between the Company and the securityholders of Square Box Systems Limited

8-K 12/14/20 4.1

10.2 Lease Agreement, Dated February 6, 2006, between the Company and Cs/Federal Drive AB LLC (For Building B)

10.1 Lease Agreement dated February 6, 2006 by and between the Company and CS/Federal Drive AB LLC (For Building A)

8-K 2/10/06 10.2

10.3# Form Of Indemnification Agreement between the Company and The Named Executive Officers and Directors

10.2 Lease Agreement dated February 6, 2006 by and between the Company and Cs/Federal Drive AB LLC (For Building B)

8-K 2/10/06 10.3

10.4# Form Of Amended and Restated Director Change Of Control Agreement between the Company and the Directors (other than the CEO)

10.3# Form of Indemnification Agreement by and between the Company and the Named Executive Officers and Directors

8-K 9/28/22 10.3

10.5# Form Of Agreement To Advance Legal Fees between the Company and Certain Of Its Executive Officers

10.4# Form of Amended and Restated Director Change of Control Agreement by and between the Company and the Directors (other than the CEO)

8-K 5/10/11 10.2

10.6# Form Of Amended and Restated Change Of Control Agreement between the Company and Each Of Registrant’s Executive Officers

10.5# Form of Amended and Restated Change of Control Agreement by and between the Company and each of the Company’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

10.6# Offer Letter dated May 1, 2017 by and between the Company and Marc Rothman

8-K 5/4/17 10.1

1 unchanged sentence

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

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

10.8# Offer Letter dated June 22, 2018 by and between the Company and James J.

8-K 6/27/18 10.1

10.19 Joinder and Fourth Amendment To Revolving Credit and Security Agreement Dated August 23, 2018

10.9# Change of Control Agreement dated June 22, 2018 by and between the Company and James J.

8-K 6/27/18 10.2

10.20# Offer Letter between the Company and Lewis W.

Moorehead, Dated October 3, 2018

10.10 Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO, the lenders party thereto, and PNC Bank, National Association

8-K 12/28/18 10.2

10.21# Offer Letter between the Company and John Fichthorn, Dated April 4, 2019

10.11 First Amendment dated April 3, 2020 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and PNC Bank, National Association

8-K 4/6/20 10.2

10.22# Amended and Restated Long-term Incentive Plan Agreement (As amended and restated through November 13, 2019)

10.12 Second Amendment dated April 11, 2020 to the Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, the lenders from time to time party thereto, and PNC Bank, National Association

8-K 4/16/20 10.3

10.23# Amended and Restated Employee Stock Purchase Plan Agreement (As amended and restated through November 13, 2019)

10.13 Third Amendment dated June 16, 2020 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, the lenders party thereto, and PNC Bank, National Association

8-K 6/17/20 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

10.14 Fourth Amendment dated December 10, 2020 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, the lenders party thereto, and PNC Bank, National Association

8-K 12/14/20 10.2

10.26 Payment Protection Program Term Note, effective as of April 11, 2020, in favor of PNC Bank, National Association

10.15 Fifth Amendment dated February 5, 2021 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, the lenders party thereto, and PNC Bank, National Association

10-K 6/8/22 10.3

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

10.16 Sixth Amendment dated August 5, 2021 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018, by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association

10-K 6/8/22 10.31

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

10.17 Seventh Amendment dated September 30, 2021 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association

8-K 10/06/21 10.1

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.

10.18 Eighth Amendment dated March 15, 2022 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the borrowers and guarantors party thereto, the lenders party thereto, and PNC Bank, National Association

8-K 3/17/22 10.3

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.

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.

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.

10.19 Ninth Amendment dated April 25, 2022 to Amended and Restated Revolving Credit and Security Agreement dated December 27, 2018 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the lenders party thereto, and PNC Bank, National Association

8-K 4/27/22 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.

10.20 Stipulation and Agreement of Settlement entered into on April 11, 2019

8-K 5/31/19 99.2

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.

10.21# Offer Letter dated October 3, 2018 by and between the Company and Lewis W.

10-K 8/6/19 10.75

10.35# Offer letter between the Company and Elizabeth King, dated January 14, 2019

10.22# Quantum Corporation 2012 Long-Term Incentive Plan Agreement, as amended and restated on November 13, 2019

8-K 11/18/19 10.1

9 unchanged sentences

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.

10.28# Quantum Corporation Employee Stock Purchase Plan Agreement, as amended and restated on November 13, 2019

8-K 11/18/19 10.2

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.

10.29# 2021 Inducement Plan

S-8 2/1/21 10.1

10.30# Amendment No.

1 to 2021 Inducement Plan

10.31# Offer Letter dated December 16, 2019 by and between the Company and Rebecca Jacoby

10-Q 1/29/2020 10.1

10.32 Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO, Square Box Systems Limited, the lenders party thereto, and Blue Torch Finance LLC

8-K 8/05/21 10.1

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.

10.33 First Amendment dated September 30, 2021 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC

8-K 10/06/21 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.

10.34 Second Amendment dated March 15, 2022 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, the borrowers and guarantors party thereto, the lenders party thereto, and Blue Torch Finance LLC

8-K 3/17/22 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.

10.35 Third Amendment dated April 25, 2022 to Term Loan Credit and Security Agreement dated August 5, 2021 by and among the Company, Quantum LTO Holdings, LLC, Square Box Systems Limited, the lenders party thereto, and Blue Torch Finance LLC

8-K 4/27/22 10.2

10.36 Investment Commitment Agreement dated 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

10.37# Director Offer Letter dated September 16, 2022 by and between the Company and Don Jaworski

8-K 9/28/22 10.1

10.38# Director Offer Letter dated September 16, 2022 by and between the Company and Hugues Meyrath

8-K 9/28/22 10.2

10.39# Offer Letter dated December 15, 2022 by and between the Company and Kenneth P.

8-K 1/11/23 10.1

10.40# Transition Agreement dated January 29, 2023 by and between the Company and J.

Michael Dodson

8-K 1/11/23 10.3

21.1 List of Subsidiaries

1 unchanged sentence

23.1 Consent of Armanino, LLP

24.1 Power of Attorney (contained in "Signatures")

24.1 Power of Attorney (contained on the signature page hereof)

31.1 Certification of the Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

10 unchanged sentences

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.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X

* Schedules and attachments 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.

3 unchanged sentences

Quantum Corporation

June 8, 2022 /s/ J.

Michael Dodson

June 6, 2023 /s/ Kenneth P.

(Date) Kenneth P.

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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Lerner and Kenneth Gianella, 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 mission, 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 6, 2023.

2 unchanged sentences

Lerner (Principal Executive Officer)

Michael Dodson Chief Financial Officer

Michael Dodson (Principal Financial Officer)

/s/ Kenneth P.

Gianella Chief Financial Officer

Gianella (Principal Financial Officer)

/s/ Lewis Moorehead Chief Accounting Officer

Lewis Moorehead (Principal Accounting Officer)

/s/ Raghavendra Rau Director

Raghavendra Rau

/s/ Rebecca J.

Jacoby Director

/s/ Donald Jaworski Director

Donald Jaworski

/s/ Hugues Meyrath Director

Hugues Meyrath

/s/ Christopher D.

Neumeyer Director

Christopher D.

Rothman Director

1 unchanged sentence

Yue Zhou White

/s/ Rebecca J.

Jacoby Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures