UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with Hugues Meyrath’s appointment as President and Chief Executive Officer of Quantum Corporation (the “Company”), on June 12, 2025, Mr. Meyrath entered into an offer letter (the “Offer Letter”) with the Company providing for the following terms: (a) annual base salary of $550,000; (b) participation in the Company’s bonus program with a target bonus equal to 100% of his base salary, with the actual payout to be based on company and individual performance; and (c)(i) 100,000 restricted stock units (“RSUs”) and (ii) an option to purchase 100,000 shares of common stock (collectively, the “New Hire Awards”), each of which will vest annually in four equal installments on each anniversary of the grant date, subject to continued employment. Subject to approval by the Leadership and Compensation Committee (the “LCC”) of the Company’s board of directors (the “Board”) and the availability of shares under the Company’s Long-Term Incentive Plan, the New Hire Awards will be granted effective as of July 1, 2025. In addition, subject to approval by the LCC and the Board, Mr. Meyrath will also have the opportunity to be granted additional performance-based RSUs, which will vest according to achievement of specific performance metrics approved by the Board.
Mr. Meyrath also entered into a Change of Control Agreement with the Company (the “Change of Control Agreement”) on June 12, 2025, under which, if a Change of Control (as defined in the Change of Control Agreement) of the Company occurs and within the period beginning three (3) months prior to and ending twelve (12) months following the Change of Control (the “Change of Control Period”), Mr. Meyrath’s employment with the Company ends as a result of an Involuntary Termination (as defined in the Change of Control Agreement), the Company will provide to Mr. Meyrath the following severance payments and benefits:
| • | a lump sum cash payment equal to eighteen (18) months of his then-annual base salary and target bonus, |
| • | 100% accelerated vesting of his then-outstanding equity awards, and |
| • | a lump sum cash payment equal to eighteen (18) months’ worth of COBRA premiums. |
In addition, under the terms of the Offer Letter and outside of the Change of Control Period, if Mr. Meyrath’s employment with the Company is Involuntarily Terminated, the Company will provide to Mr. Meyrath the following severance payments and benefits:
| • | a lump sum cash payment equal to twelve (12) months of his then-annual base salary, and |
| • | reimbursement of premiums for twelve (12) months continued COBRA coverage for Mr. Meyrath and his eligible dependents (or such earlier date that Mr. Meyrath is no longer eligible for COBRA), subject to the terms set forth in the Offer Letter. |
The severance payments described above are subject to Mr. Meyrath entering into and not revoking a release of claims in favor of the Company.
The foregoing descriptions of the Offer Letter and the Change of Control Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Offer Letter and the Change of Control Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 12, 2025, the Board approved an amendment to the Company’s Amended and Restated Bylaws to reduce the quorum requirement for transacting business at meetings of stockholders to one-third of the capital stock issued and outstanding and entitled to vote. The foregoing summary of the amendment to the Company’s Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Company’s Amended and Restated Bylaws, as amended, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws (as amended as of June 12, 2025). | |
| 10.1# | Offer Letter dated June 12, 2025 by and between the Company and Hugues Meyrath. | |
| 10.2# | Change of Control Agreement dated June 12, 2025 by and between the Company and Hugues Meyrath. | |
| 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 hereunto duly authorized.
| Date: June 18, 2025 | QUANTUM CORPORATION | |||||
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By: | /s/ Lewis W. Moorehead | ||||
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Name: | Lewis W. Moorehead | ||||
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Title: | Chief Financial Officer | ||||