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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
 (Amendment No. 1)

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934

    Filed by the Registrant
      [X]

    Filed by a Party other than
      the Registrant [   ]

    Check the appropriate
      box:

    [X]

    Preliminary Proxy
      Statement

    [   ]

    Confidential, for Use of the
      Commission Only (as permitted by Rule 14a-6(e)(2))

    [   ]

    Definitive Proxy
      Statement

    [   ]

    Definitive Additional
      Materials

    [   ]

    Soliciting Material Pursuant to §240.14a-12

    Quantum Corporation

    (Name of Registrant as
      Specified In Its Charter)

      (Name
      of Person(s) Filing Proxy Statement, if other than the
      Registrant)

    Payment of Filing Fee (Check
      the appropriate box):

    [X]

    No fee required.

      [
      ]

      Fee computed on
      table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

    (1)

    Title of each class of securities to which
      transaction applies:

    (2)

    Aggregate number of securities to which transaction
    applies:

    (3)

    Per unit price or other underlying value of
      transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the
      amount on which the filing fee is calculated and state how it was
      determined):

    (4)

    Proposed maximum aggregate value of transaction:

    (5)

    Total fee paid:

      [
      ]

      Fee paid previously
      with preliminary materials.

      [
      ]

      Check box if any part of the
      fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
      filing for which the offsetting fee was paid previously. Identify the
      previous filing by registration statement number, or the Form or Schedule
      and the date of its filing.

    (1)

    Amount Previously
    Paid:

    (2)

    Form, Schedule or Registration
      Statement No.:

    (3)

    Filing Party:

    (4)

    Date Filed:

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PRELIMINARY PROXY—SUBJECT TO COMPLETION

QUANTUM CORPORATION

__________________________________

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

__________________________________

TO BE HELD ON

March 31, 2017

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that
the Annual Meeting of Stockholders (the “Annual Meeting” or “Meeting”) of
Quantum Corporation (the “Company” or “Quantum”), a Delaware corporation, will
be held on March 31, 2017 at _____, __________________, for the following
purposes:

    1.

    To elect nine directors to serve until the
      next annual meeting of Stockholders or until their successors are elected
      and duly qualified;

    2.

    To ratify the appointment of
      PricewaterhouseCoopers LLP as the independent registered public accounting
      firm of the Company for the fiscal year ending March 31,
2017;

    3.

    To adopt a resolution approving, on an
      advisory basis, the compensation of the Company’s named executive
      officers;

    4.

    To vote, on an advisory basis, on the
      frequency of future advisory votes on the compensation of the Company’s
      named executive officers;

    5.

    To approve an amendment to the Company’s
      Employee Stock Purchase Plan to increase the number of shares available by
      6,500,000;

    6.

    To adopt an amendment to the Company’s
      Amended and Restated Certificate of Incorporation to effectuate a reverse
      stock split of our issued and outstanding shares of Common Stock at a
      ratio of between 1-for-3 and 1-for-8, inclusive, which ratio will be
      selected at the sole discretion of our Board of Directors at any whole
      number in the above range (the “Reverse Stock Split”), with cash paid for
      any fractional shares that would otherwise be issued as a result of the
      reverse stock split; provided, that our Board of Directors may abandon the
      Reverse Stock Split in its sole discretion; and

    7.

    To transact such other business as may
      properly come before the meeting or any adjournment or postponement
      thereof.

The foregoing items of
business are more fully described in the Proxy Statement accompanying this
Notice.

Only stockholders of record
at the close of business on February 1, 2017 are entitled to notice of and to
vote at the meeting and any adjournment or postponement thereof.

All stockholders are
cordially invited to attend the Annual Meeting in person. However, to ensure
your representation at the Meeting, you are urged to submit your proxy via the
Internet or telephone or vote, sign, date and return the enclosed white proxy
card as promptly as possible in the postage-prepaid envelope enclosed for that
purpose. If you attend the Annual Meeting and vote your vote by ballot you will
revoke any proxy previously submitted.

    By
      Order of the Board of Directors,

    /s/
      Shawn D. Hall

    San
      Jose, California
    Shawn D. Hall

    February __, 2017
    Senior Vice President, General Counsel and
      Secretary

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YOUR VOTE IS EXTREMELY
IMPORTANT

In order to assure your
representation at the Annual Meeting, you are requested to vote, at your
earliest convenience, by any of the methods described in the accompanying Proxy
Statement. If you decide to attend the Annual Meeting and vote in person, any
previous vote by proxy will be revoked automatically and only your vote at the
Annual Meeting will be counted.

This year’s Annual Meeting
is a particularly important one, and YOUR vote is extremely
important.

 VIEX Capital Advisors, LLC and certain of
its affiliates (collectively,  “VIEX”), who are the owners of approximately 11% of Quantum’s outstanding
common  stock have provided notice that they intend to nominate at
the Annual Meeting their own slate of five nominees (the “VIEX Nominees”) for election as directors. You
may receive solicitation materials from VIEX seeking your proxy to vote for the  VIEX Nominees. THE BOARD OF DIRECTORS OF THE
COMPANY (THE “BOARD”) RECOMMENDS A  VOTE “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES, WHOSE
NAMES ARE SET  FORTH ON THE ENCLOSED WHITE PROXY CARD. THE BOARD URGES YOU NOT TO SIGN OR  RETURN ANY GOLD PROXY CARD SENT
TO YOU BY VIEX. Even if you return a GOLD  proxy card sent to you by VIEX, you have every right to change your vote. You
may revoke that proxy and vote as recommended by the Board by signing, dating  and returning the enclosed WHITE proxy card in
the enclosed postage paid  envelope or by voting via the Internet or by telephone by following the  instructions provided on
the enclosed WHITE proxy card. Only your latest dated  proxy will be counted.

 Because the Board has
nominated candidates for only seven of the nine board seats being contested at
the Annual Meeting, as a practical matter the election of at least two of the
VIEX Nominees to the Board at the Annual Meeting is assured. The Board believes
it is not in the interests of the Company’s stockholders to elect the nominees of a single approximately 11% stockholder to a majority of the seats on the Board.
Your vote “FOR” the election of the Board’s nominees will ensure that VIEX
Nominees do not represent a majority of the members of the Board following the
Annual Meeting.

 THE BOARD URGES YOU NOT TO
RETURN ANY GOLD PROXY CARD SENT TO YOU BY VIEX, EVEN AS A PROTEST VOTE AGAINST
VIEX OR THE VIEX NOMINEES AS ONLY YOUR LATEST DATED VOTE WILL BE COUNTED AT THE
ANNUAL MEETING.

If you have questions or
need assistance voting your shares please contact:

105 Madison Avenue
New
York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212)
929-5500
or
Toll-Free (800)
322-2885

Your vote is extremely
important, no matter how many or how few shares you own. The Board urges you to
vote your shares to elect the Board’s nominees. Even if you plan to attend the
Annual Meeting in person, please promptly sign, date and return the enclosed
WHITE proxy card in the enclosed postage-paid envelope or vote via the Internet
or by telephone by following the instructions provided on the enclosed WHITE
proxy card to be sure that your shares are voted at the Annual
Meeting.

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QUANTUM
CORPORATION

    INDEX

    Page

    Number

    INFORMATION CONCERNING SOLICITATION AND
      VOTING

    6

    BOARD OF DIRECTORS AND
    COMMITTEES

    15

    PROPOSAL ONE

    27

    ELECTION OF DIRECTORS

    27

    PROPOSAL TWO

    29

    RATIFICATION OF APPOINTMENT OF THE
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING ACCOUNTING FIRM

    29

    PROPOSAL THREE

    30

    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE
      OFFICER COMPENSATION

    30

    PROPOSAL FOUR

    32

    ADVISORY VOTE ON FREQUENCY OF FUTURE
      ADVISORY VOTES ON NAMED EXECUTIVE COMPENSATION

    32

    PROPOSAL FIVE

    33

    APPROVAL OF AN AMENDMENT TO THE EMPLOYEE
      STOCK PURCHASE PLAN

    33

    PROPOSAL SIX

    37

    TO ADOPT AN AMENDMENT TO THE COMPANY’S
      AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECTUATE A REVERSE
      STOCK SPLIT

    37

    COMPENSATION DISCUSSION AND
      ANALYSIS

    44

    REPORT OF THE LEADERSHIP AND COMPENSATION
      COMMITTEE OF THE BOARD OF DIRECTORS

    61

    RISKS RELATED TO COMPENSATION POLICIES AND
      PRACTICES

    61

    EXECUTIVE COMPENSATION

    63

    POTENTIAL PAYMENTS UPON TERMINATION OR
      CHANGE OF CONTROL

    67

    REPORT OF THE AUDIT COMMITTEE OF THE BOARD
      OF DIRECTORS

    70

    AUDIT AND AUDIT-RELATED FEES

    71

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT

    72

    TRANSACTIONS WITH RELATED
    PERSONS

    74

    COMMUNICATING WITH THE COMPANY

    75

    OTHER MATTERS

    76

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PRELIMINARY PROXY—SUBJECT TO COMPLETION

QUANTUM CORPORATION

___________________

PROXY STATEMENT

____________________

INFORMATION CONCERNING
SOLICITATION AND VOTING

General

The enclosed white proxy
card is solicited on behalf of the Board of Directors (the “Board”) of Quantum
Corporation (the “Company” or “Quantum”) for use at the Annual Meeting of
Stockholders to be held on March 31, 2017 at _______, or at any adjournment
or postponement thereof (the “Annual Meeting” or “Meeting”), for the purposes
set forth herein and in the enclosed white proxy card. The Annual Meeting will
be held ____________________. The Company’s telephone number is 408-944-4000 and
the Internet address for its website is http://www.quantum.com.

This year’s Annual
Meeting is a particularly important one, and YOUR vote is extremely
important.

 VIEX Capital Advisors, LLC and certain of its affiliates (collectively,
“VIEX”), who are the owners of approximately 11% of Quantum’s outstanding common
stock have provided notice that they intend to nominate at the Annual Meeting their own slate of five nominees (the “VIEX
Nominees”) for election as directors. You may receive solicitation
materials from VIEX seeking your proxy to vote for the VIEX Nominees. THE BOARD
RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES, WHOSE
NAMES ARE SET FORTH ON THE ENCLOSED WHITE PROXY CARD. THE BOARD URGES YOU NOT TO
SIGN OR RETURN ANY GOLD PROXY CARD SENT TO YOU BY VIEX.

 The current Board believes that it is not in the interests of the Company’s stockholders generally to elect the VIEX Nominees to a
majority of the seats on the Board. Given that VIEX has not articulated a business plan for Quantum, that VIEX has an unrealized gain of
almost 40% on its investment in Quantum, and that there is limited liquidity in the trading market for Quantum’s common stock, the
Company has serious concerns that the VIEX Nominees will pursue actions that may further objectives that are favored by VIEX, but
which do not align with the best interests of all of the Company’s stockholders.

 The Company recognizes that, in light of the
right of stockholders to cumulate their votes in elections of directors and VIEX’s ownership of almost 11% of our
common stock, VIEX is in practice assured of winning some seats on the Board. Given the Company’s concerns regarding
the potential risk of VIEX Nominees taking control of the Board, the focus of the Company is on the election of the
Company’s nominees to a majority of the seats on the Board. The Board has therefore nominated candidates for only
seven of the nine board seats at the Annual Meeting, which means that the election of at least two of the VIEX Nominees to
the Board of Directors at the Annual Meeting is assured. Your vote “FOR” the election of the Board’s
nominees will ensure that VIEX Nominees do not represent a majority of the members of the Board following the Annual Meeting.
Because two of our current directors chose to align themselves with VIEX and because of our serious concerns regarding
VIEX’s objectives, our Board determined that it was not appropriate or in the interests of VIEX stockholders to include
those two directors on the Company’s slate of nominees for election at the Annual Meeting.

IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS AND ANNUAL REPORT FOR STOCKHOLDERS MEETING
TO BE HELD ON MARCH 31, 2017

The proxy statement and
annual report to stockholders are available at ___________. Our proxy materials
are first being mailed on or about _________, 2017 to all stockholders entitled
to vote at the Meeting.

Record Date; Outstanding
Shares

Stockholders of record at
the close of business on February 1, 2017 (the “Record Date”) are entitled to
notice of and to vote at the Meeting. At the Record Date, 271,327,956 shares of the Company’s common stock, $0.01 par value (the “Common
Stock”), were issued and outstanding. Other than the Common Stock, the Company
has no other voting securities entitled to vote at the Annual Meeting.

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Voting

With respect to matters other than the election of directors, each share of Common Stock is entitled
to one vote, as provided in the Company’s Amended and Restated Certificate of
Incorporation. Accordingly, a total of 271,327,956 votes may be cast at the
Meeting with respect to matters other than the election of directors. For voting with respect to the election of
directors, stockholders may cumulate their votes. Cumulative voting means that a
stockholder has the right to give any one candidate who has been properly placed
in nomination a number of votes equal to the number of directors to be elected
multiplied by the number of shares the stockholder is entitled to vote, or to
distribute such votes on the same principle among as many properly nominated
candidates (up to the number of persons to be elected) as the stockholder may
wish. For example, if you own 100 shares of Common Stock, and there are nine
directors to be elected at the Annual Meeting, you could cast a total 900 “FOR”
votes (nine times one hundred) among as few or as many of the nine nominees to
be voted on at the Meeting as you choose. As discussed further in this Proxy
Statement, we are nominating seven director nominees for a nine-member Board. As
a result, stockholders voting for the election of directors at the Annual
Meeting on the WHITE proxy card will be able to vote for only seven nominees for
a nine-member Board and will not be able to vote for the two remaining directors
to serve on our Board. If a stockholder voting for the election of directors at
the Annual Meeting on our WHITE proxy card cumulates votes, such stockholder
will only be able to allocate their total number of votes among the Company’s
seven nominees. See “Additional Information on the Mechanics of Cumulative
Voting” below for more information on the operation of cumulative
voting.

With respect to Proposal One, Election
of Directors, the nine director nominees who receive the highest number of
affirmative votes will be elected; abstentions and broker non-votes w