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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025
Q logo.jpg
Quantum Corporation
(Exact name of registrant as specified in its charter)
Delaware 001-13449 94-2665054
(State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.)
10770 E. Briarwood Avenue
Centennial, CO 80112
(Address of Principal Executive Offices) (Zip Code)

(408)  944-4000
Registrant's telephone number, including area code

N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value per share QMCO Nasdaq Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 27, 2025, the Board of Directors (the “Board”) of Quantum Corporation (the “Company”), on the recommendation of the Corporate Governance and Nominating Committee, appointed James C. Clancy and Tony J. Blevins as directors effective August 27, 2025, to serve in such capacity until the Company’s 2025 annual meeting of stockholders or until their earlier resignation, removal or disqualification.

Mr. Clancy and Mr. Blevins will be entitled to receive compensation for their service on the Board consistent with the Company’s standard compensation program for non-employee directors, as described under the heading “Non-Employee Director Compensation” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2025. That description is incorporated in this Current Report on Form 8-K by reference.

In connection with their appointment to the Board, Mr. Clancy and Mr. Blevins each executed an offer letter, a copy of which is filed herewith as Exhibit 10.1 and 10.2 (the “Offer Letters”), the Company’s standard director indemnification agreement, and the Company’s standard Director Change in Control Agreement, copies of which have been previously filed with the SEC. The Offer Letters contemplate that the Company will grant to each of Mr. Clancy and Mr. Blevins a pro-rated portion of a new director equity grant of restricted stock units (“RSUs”) in accordance with the Company’s standard non-employee director equity compensation program. The RSUs will vest upon the earlier of one year from the date of approval of the award or the next annual meeting of stockholders of the Company, subject to continued service on the Board.

There are no arrangements or understandings between Mr. Clancy or Mr. Blevins and any other persons pursuant to which they were appointed as a director of the Company and there are no transactions between Mr. Clancy or Mr. Blevins and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Clancy or Mr. Blevins and any director or executive officer of the Company.

The foregoing description of the Offer Letters does not purport to be complete and is qualified in its entirety by reference to such agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
10.1#
10.2#
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
# Indicates management contract or compensatory plan or arrangement.










SIGNATURE

Pursuant to the requirements 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)
 
August 28, 2025 /s/ Laura A. Nash
(Date) Laura A. Nash
Chief Accounting Officer
 
    
    
    


EX-10.1 2 exhibit101clancyofferletter.htm EX-10.1 Document
Exhibit 10.1
qlogo.jpg

Quantum Corporation
224 Airport Parkway
Suite 550
San Jose, CA 95110
USA

+1 [408] 944-4000


Mr. James C. Clancy
Via electronic mail

August 27, 2025

Dear Jim:

We are pleased to offer you the opportunity to serve on the Board of Directors (the Board) of Quantum Corporation (Quantum), effective upon your signing and return of this letter and subject to the Board’s approval of your appointment and successfully passing a background check.

Our current Board compensation program provides a retainer of $50,000 annually. Additionally, you may be asked to serve on one or more committees as determined by our Nominating and Governance Committee. As a committee member or chair, you will receive additional cash retainers for this service. These retainers are paid in cash, generally in quarterly installments, and will be prorated for partial periods of service. Quantum will also reimburse you for any reasonable travel or incidental expenses associated with performing your duties as a Board member.

We will also recommend to the Leadership and Compensation Committee that a pro-rated portion of our current standard equity award of restricted stock units (RSUs) be awarded to you following your appointment to the Board. The value of RSUs to be awarded will be determined based on our closing stock price on the date of grant, the first day of the first month following your appointment. These RSUs will vest 100% on the earlier of one-year from the approval date of the award, or the date of Quantum’s next annual stockholder meeting. If you remain a Board member, you will receive an annual stock grant thereafter, currently set at a total quantity of 12,000 shares per year. Details regarding the annual stock program are subject to change.

Last, we are pleased to offer you the opportunity to participate in Quantum’s Deferred Compensation Program. Please let us know if you are interested in further information about this program and we will forward it to you.

To confirm your acceptance of our offer, you may electronically sign via DocuSign as sent to your personal email address. If you prefer, you can sign one copy of this letter, complete the enclosed documents, and return them to me via email.




Please contact me if you have any questions. Welcome to Quantum and I look forward to working with you.

Sincerely,
Tara Ilges
Quantum Corporation | Vice President, Corporate Affairs and Corporate Secretary


I understand and accept the terms of this agreement and agree to comply with all Quantum and Board policies and procedures, including those described in the documents listed as enclosures below.

Signed: /s/ James C. Clancy Date: 8/27/2025
James C. Clancy


Enclosures:
•Director Change of Control Agreement
•Director Indemnification Agreement
•Confidentiality Agreement
•Power of Attorney for Section 16 Filings
•OnTraQ: Quantum’s Code of Conduct
•Section 16 Certification
•Insider Trading Policy
•Corporate Governance Principles
•ACH Authorization Form
•Supplier Diversity Form
•W-9 Form

EX-10.2 3 exhibit102blevinsofferlett.htm EX-10.2 Document
Exhibit 10.2
qlogoa.jpg

Quantum Corporation
224 Airport Parkway
Suite 550
San Jose, CA 95110
USA

+1 [408] 944-4000


Mr. Tony J. Blevins
Via electronic mail

August 27, 2025

Dear Tony:

We are pleased to offer you the opportunity to serve on the Board of Directors (the Board) of Quantum Corporation (Quantum), effective upon your signing and return of this letter and subject to the Board’s approval of your appointment and successfully passing a background check.

Our current Board compensation program provides a retainer of $50,000 annually. Additionally, you may be asked to serve on one or more committees as determined by our Nominating and Governance Committee. As a committee member or chair, you will receive additional cash retainers for this service. These retainers are paid in cash, generally in quarterly installments, and will be prorated for partial periods of service. Quantum will also reimburse you for any reasonable travel or incidental expenses associated with performing your duties as a Board member.

We will also recommend to the Leadership and Compensation Committee that a pro-rated portion of our current standard equity award of restricted stock units (RSUs) be awarded to you following your appointment to the Board. The value of RSUs to be awarded will be determined based on our closing stock price on the date of grant, the first day of the first month following your appointment. These RSUs will vest 100% on the earlier of one-year from the approval date of the award, or the date of Quantum’s next annual stockholder meeting. If you remain a Board member, you will receive an annual stock grant thereafter, currently set at a total quantity of 12,000 shares per year. Details regarding the annual stock program are subject to change.

Last, we are pleased to offer you the opportunity to participate in Quantum’s Deferred Compensation Program. Please let us know if you are interested in further information about this program and we will forward it to you.

To confirm your acceptance of our offer, you may electronically sign via DocuSign as sent to your personal email address. If you prefer, you can sign one copy of this letter, complete the enclosed documents, and return them to me via email.



Please contact me if you have any questions. Welcome to Quantum and I look forward to working with you..

Sincerely,
Tara Ilges
Quantum Corporation | Vice President, Corporate Affairs and Corporate Secretary


I understand and accept the terms of this agreement and agree to comply with all Quantum and Board policies and procedures, including those described in the documents listed as enclosures below.

Signed: /s/ Tony J. Blevins Date: 8/27/2025
Tony J. Blevins

Enclosures:
•Director Change of Control Agreement
•Director Indemnification Agreement
•Confidentiality Agreement
•Power of Attorney for Section 16 Filings
•OnTraQ: Quantum’s Code of Conduct
•Section 16 Certification
•Insider Trading Policy
•Corporate Governance Principles
•ACH Authorization Form
•Supplier Diversity Form
•W-9 Form