SEC Comment Letter for QUANTUM (QMCO) — Jul 22, 2014
QUANTUM CORP /DE/ (QMCO) (CIK 0000709283)
Date: July 22, 2014 · CIK: 0000709283 · Accession: 0000000000-14-036893
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-13449
Referenced dates: July 2, 2014
Letter
July 22, 2014 Via E -mail Jeffrey Smith Chief Executive Officer Starboard Value and Opportunity Master Fund Ltd . 830 Third Avenue, 3rd Floor New York, NY 10022
Re: Quantum Corporation Revised Preliminary Proxy Statement on Schedule 14A Filed July 18 , 2014 by Starboard Value LP et al. File No. 001-13449
Dear Mr . Smith :
We have reviewed your revised filing and response letter and have the following comments. Unless otherwise noted, references in this letter to prior comments refer to our letter dated July 2, 2014.
Reasons for the Solicitation
We are Concerned with the Company’s Poor Performance, page 5
1. Consistent with your response to prior comment 6 , please revise to briefly describe the methods used to calculate EBITDA, EBIT an d EBITDA margins .
Voting and Proxy Procedures
Votes Required for Approval , page 18
2. We note your response to prior comment 2. Please make corresponding revisions in this section .
Proxy Card
3. We note your response to prior comment 9. Please revise to provide clear instructions on how security holders may withhold all authority to cumulate their votes and include corresponding discl osure on page 18. Alternatively, please provide a detailed legal analysis, citing the authority upon which you rely under both state and federal law, supporting the proposition that you may obtain th e authority to cumulate votes by proxy even if the secur ity holder has done nothing to indicate that the security holder wishes to vote any shares cumulatively.
Jeffrey Smith Starboard Value and Opportunity Master Fund Ltd. July 22, 2014 Page 2
If you have questions or comments please contact Jeff Kauten, Staff Attorney, at (202) 551-3447 or, in his absence, the undersigned at (202) 551 - 3457 .
Sincerely,
/s/ Maryse Mills -Apenteng
Show Raw Text
July 22, 2014
Via E -mail
Jeffrey Smith
Chief Executive Officer
Starboard Value and Opportunity Master Fund Ltd .
830 Third Avenue, 3rd Floor
New York, NY 10022
Re: Quantum Corporation
Revised Preliminary Proxy Statement on Schedule 14A
Filed July 18 , 2014 by Starboard Value LP et al.
File No. 001-13449
Dear Mr . Smith :
We have reviewed your revised filing and response letter and have the following
comments. Unless otherwise noted, references in this letter to prior comments refer to our letter
dated July 2, 2014.
Reasons for the Solicitation
We are Concerned with the Company’s Poor Performance, page 5
1. Consistent with your response to prior comment 6 , please revise to briefly describe the
methods used to calculate EBITDA, EBIT an d EBITDA margins .
Voting and Proxy Procedures
Votes Required for Approval , page 18
2. We note your response to prior comment 2. Please make corresponding revisions in this
section .
Proxy Card
3. We note your response to prior comment 9. Please revise to provide clear instructions on
how security holders may withhold all authority to cumulate their votes and include
corresponding discl osure on page 18. Alternatively, please provide a detailed legal
analysis, citing the authority upon which you rely under both state and federal law,
supporting the proposition that you may obtain th e authority to cumulate votes by proxy
even if the secur ity holder has done nothing to indicate that the security holder wishes to
vote any shares cumulatively.
Jeffrey Smith
Starboard Value and Opportunity Master Fund Ltd.
July 22, 2014
Page 2
If you have questions or comments please contact Jeff Kauten, Staff Attorney, at (202)
551-3447 or, in his absence, the undersigned at (202) 551 - 3457 .
Sincerely,
/s/ Maryse Mills -Apenteng
Maryse Mills -Apenteng
Special Counsel
cc: Via E -mail
Andrew Freedman
Olshan Frome Wolosky LLP