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

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act ofTHE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.  )

 

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

IMATION CORP.

(Name of Registrant as Specified inIn Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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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:

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(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):

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IMATION CORP.
1099 Helmo AveAve. N., Suite 250
Oakdale, Minnesota 55128

 

NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
To Be Held on June 24, 2016TO BE HELD JANUARY 31, 2017

 

To the ShareholdersStockholders of Imation Corp.:

The 2016 Annual MeetingA special meeting (the “Special Meeting”) of Shareholdersthe stockholders of Imation Corp., a Delaware corporation (“Imation”), will be held on Friday, June 24 2016,January 31, 2017 at 10:00 a.m., local time at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166-4193. The purpose of10166-4193, to consider and vote upon the meeting is to:following proposals:

1.

Elect Robert SearingTo approve the issuance of up to 15,000,000 shares common stock (the “Capacity Shares Issuance”) to Clinton Group, Inc. (“Clinton”) pursuant to the Subscription Agreement, by and Alex Spirobetween Imation and Clinton, dated November 22, 2016, as Class II directors, with terms expiring at our 2019 Annual Meeting of Shareholders.is more fully described in the enclosed Proxy Statement (the “Capacity Shares Issuance Proposal”);

2.

Approve, onTo approve an advisory basis,amendment to Imation’s Restated Certificate of Incorporation to effect, at the compensationdiscretion of Imation’s named executive officers for 2015, as describedBoard of Directors (the “Board”) and at any time prior to January 31, 2018, (i) a reverse stock split of Imation’s common stock using a ratio, to be established by the Board in this Proxy Statement;its sole discretion, within a range of 1:2 to 1:20 and (ii) a reduction of the number of authorized shares of Imation’s common stock in a corresponding proportion (the “Reverse Stock Split Proposal”);

3.

ApproveTo adjourn the 382 Rights Agreement, dated asSpecial Meeting to a later date or time, if necessary, to permit further solicitation and vote of August 7, 2015proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “382 Rights Agreement”)“Adjournment Proposal”, by and between Imation Corp.together with the Capacity Shares Issuance Proposal and Wells Fargo Bank, N.A., as Rights Agent.the Reverse Stock Split Proposal, the “Proposals”); and

4.

Approve amendments (the “Stock Plan Amendments”) to the Imation Corp. 2011 Stock Incentive Plan, as amended and restated (2013) (the “Stock Incentive Plan”). If adopted by our shareholders, the Stock Plan Amendments would:

increase the number of shares of our common stock that may be issued pursuant to stock-based awards made under the Stock Incentive Plan by 1,300,000 shares to a total of 7,343,000 shares;

allow for up to 5% of the shares authorized under the Stock Incentive Plan to be granted in the form of full-value awards without a one-year minimum vesting period (e.g., merit-based awards);

limit our Compensation Committee’s discretionary authority to accelerate the vesting of awards under the Stock Incentive Plan to situations involving a change in control or a participant’s death or disability;

replace automatic acceleration of outstanding awards upon a change in control (“single trigger” vesting) with a requirement that the participant experience a qualifying termination in connection with or within two years following a change in control (“double trigger” vesting), unless the surviving entity does not assume or substitute the outstanding awards;

include a limited definition of “change in control” specifically applicable to awards granted under the Stock Incentive Plan; and

remove the ability to transfer stock awards.

5.

Approve the issuance of up to 15% of the Company’s outstanding shares of common stock to the Clinton Group, Inc. to pay incentive fees that become due from the Company’s Clinton Lighthouse investment, if necessary (the “Stock Issuance Proposal”).

6.

Consider and vote upon any adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals 3, 4 or 5 (the “Adjournment Proposal”);

7.

TransactTo transact such other business thatas may properly come before the meeting orand any adjournmentpostponements or adjournments thereof.

Imation’s Board has fixed January 6, 2017 as the record date for determining the stockholders entitled to notice of and to vote at the meeting.

Imation’s common stock is listed on the New York Stock Exchange (the “NYSE”) and is subject to the rules set forth in the NYSE Listed Company Manual (the “NYSE Rules”). Section 312 of the NYSE Rules (“NYSE Rule 312”) requires stockholder approval prior to the issuance of common stock: (1) to a “related party” or any company or entity in which a “related party” has a substantial or direct or indirect interest (as defined in NYSE Rule 312) if the number of shares of common stock to be issued exceeds either 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance; (2) if the number of shares of common stock to be issued equals or exceeds 20% of the number of shares of common stock outstanding prior to the issuance or if the number of votes entitled to be cast by such shares of common stock equals or exceeds 20% of the voting power outstanding prior to the issuance; or (3) if the issuance will result in a change of control for purposes of NYSE Rule 312. Because the Capacity Shares Issuance will constitute a transaction described in these three applicable criteria of NYSE Rule 312, Imation stockholders are being asked to approve the Capacity Shares Issuance Proposal.

Approval of the Capacity Shares Issuance Proposal requires the affirmative vote of the holders of a majority of the shares of Imation’s common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting (excluding those shares held by Clinton, its employees and affiliates). Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Imation’s common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting. The affirmative vote of a majority of Imation’s common stock outstanding as of the record date will be required to approve the Reverse Stock Split Proposal.

		Page
Information Concerning Solicitation and VotingProxy Statement Introduction			1
Voting Procedures			1
Proxy SolicitationQuestions and Answers about the Special Meeting and the Proposals			3
Security Ownership of Certain Beneficial Owners			3
Security Ownership of Management			5
Section 16(a) Beneficial Ownership Reporting Compliance			5
Related Person Transactions and Related Person Transaction Policy			6
Board of Directors			8
Corporate Governance			8
Director Independence and Determination of Audit Committee Financial Expert			8
Non-Executive Chairman			9
Meetings of the Board and Board Committees			9
Risk OversightCautionary Statement Regarding Forward-Looking Statements			11
Director Nominations			11
Compensation of DirectorsThe Special Meeting			12
Board Retirement Policy			14
Indemnification AgreementsProposal No. 1: The Capacity Shares Issuance Proposal			15
Proposal No. 1 Election of Directors2: The Reverse Stock Split Proposal			1626
General InformationProposal No. 3: The Adjournment Proposal			1633
Information Concerning Directors			16
AuditSecurity Ownership of Certain Beneficial Owners and Finance Committee Report			20
Audit and Other Fees and Audit and Finance Committee Pre-Approval Policy			21
Audit and Other Fees			21
Audit and Finance Committee Pre-Approval Policy of Audit and Permissible Non-Audit Services			21
Compensation Discussion and Analysis			22
Compensation Committee ReportManagement			34
Compensation of Named Executive OfficersStockholder Proposals			3536
Summary Compensation Table			35
GrantsTransaction of Plan-Based Awards			37
Outstanding Equity Awards at Fiscal Year-End			38
Option Exercises and Stock Vested			39
Compensation Under Retirement Plans			39
Severance Agreements with Named Executive Officers			41
Proposal No. 2 Advisory Vote to Approve Executive Compensation			46
Proposal No. 3 Approval of the 382 Rights Plan			47
Proposal No. 4 Approval of Stock Plan Amendments			50
Proposal No. 5 Approval of the Stock Issuance Proposal			58
Proposal No. 6 Adjournment Proposal			59
Householding			60

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Shareholder Proposals for 2017 Annual Meeting			60
Other Business			6036
APPENDIX A: 382 RightsHouseholding of Proxy Statement			36
Where You Can Find More Information			36
Annex A — Subscription Agreement			A-1
ANNEX B: 2011 Imation Corp. Stock Incentive Plan, as amendedAnnex B — Opinion of Cypress Partners LLC			B-1
Annex C — Form of Amendment to Restated Certificate of Incorporation			C-1

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IMATION CORP.

1099 Helmo Ave. N., Suite 250

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 24, 2016Oakdale, Minnesota 55128

 

INFORMATION CONCERNING SOLICITATION AND VOTINGPROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS

Voting Procedures

INTRODUCTION

We are providing thisThis Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Imation Corp. (“Imation,”(hereinafter “we,” “our”“us,” “our,” the “Company” or “us”“Imation”) for use at a special meeting of the stockholders of Imation to be held on January 31, 2017 (the “Special Meeting”) at 10:00 a.m. local time at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166-4193, and any postponements or adjournments thereof. This Proxy Statement was first made available to stockholders on or about January 10, 2017.

At the Special Meeting, our Annualstockholders will consider and vote upon the following proposals:

1.

To approve the issuance of up to 15,000,000 shares of common stock (the “Capacity Shares Issuance”) to Clinton Group, Inc. (“Clinton”) pursuant to the Subscription Agreement, by and between Imation and Clinton, dated November 22, 2016 (as amended, the “Subscription Agreement”), as is more fully described in the enclosed Proxy Statement (the “Capacity Shares Issuance Proposal”);

2.

To approve an amendment to Imation’s Restated Certificate of Incorporation to effect, at the discretion of Imation’s Board of Directors (the “Board”) and at any time prior to January 31, 2018, (i) a reverse stock split of Imation’s common stock using a ratio, to be established by the Board in its sole discretion, within a range of 1:2 to 1:20 (the “Reverse Stock Split”) and (ii) a reduction of the number of authorized shares of Imation’s common stock in a corresponding proportion (the “Reverse Stock Split Proposal”);

3.

To adjourn the Special Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”, and together with the Capacity Shares Issuance Proposal and the Reverse Stock Split Proposal, the “Proposals”); and

4.

To transact such other business as may properly come before the meeting and any postponements or adjournments thereof.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

The transactions contemplated by the Capacity Shares Issuance Proposal provide us with the ability to grow an asset management business. Imation has recently undergone a period of significant changes which have led to this growth opportunity. Beginning with the proxy contest in connection with our annual meeting of stockholders in 2015 and continuing through the first quarter of 2016, Imation underwent a restructuring plan led by our management, our Board and its Strategic Alternatives Committee which was designed to develop strategies for stockholder value creation and ways to deploy our excess capital following the winding down of our legacy businesses. Today, Imation operates a global enterprise data storage business with an emerging enterprise-class, private cloud sync and share product line in Nexsan Corporation and its subsidiaries (“Nexsan”). Further to our continued strategic development, our Board approved a plan to establish an investment adviser as a wholly-owned subsidiary, which we have launched as GlassBridge Asset Management, LLC (“GlassBridge”), which we plan to utilize to further facilitate Imation’s asset management business. As described in greater detail herein, we have determined that the transactions contemplated by the Capacity Shares Issuance Proposal will enable us to work towards the goal of developing a differentiated approach to the asset management business by affording investors access to quantitative equity strategies and allowing

You can also be represented by another person present at the meeting by executing a proxy designating that person to act on your behalf.

If you “abstain” on any matter, your shares will be considered present at the meeting for purposes of determining a quorum and for purposes of calculating the vote but will not be considered to have been voted on the matter. Therefore, abstentions will have the same effect as a vote “against”. If you hold shares in “street name” and you do not provide voting instructions to your broker, your shares will be considered to be “broker non-votes” and will not be voted on any proposal on which your brokerit does not have discretionary authority to vote certain shares on a particular proposal, the missing votes are referred to as “broker non-votes.” Those shares would not be considered entitled to vote on the proposal. Because each of the Capacity Shares Issuance Proposal and Reverse Stock Split Proposal is a non-routine matter, shares of our common stock as to which brokers have not received any voting instructions will not be permitted to vote on such proposals.

Solicitation of Proxies

This proxy solicitation is being made and paid for by Imation on behalf of its Board. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid any additional compensation for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of our common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses.

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Questions and Additional Information

If you have more questions about the Proposals or how to submit your proxy, or if you need additional copies of this Proxy Statement or the enclosed proxy card or voting instructions, please contact Investor Relations, Imation Corp., 1099 Helmo Ave. N., Suite 250, Oakdale, Minnesota 55128, telephone number (651) 704-4311.

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PROPOSAL NO. 1: THE CAPACITY SHARES ISSUANCE PROPOSAL

The following discussion is a summary of the material terms of the Capacity Shares Issuance and the opinion of Cypress. We encourage you to read carefully and in its entirety the Subscription Agreement, which is attached to this Proxy Statement as Annex A, as it is the legal document that governs the Capacity Shares Issuance, as well as the opinion of Cypress, which is attached to this Proxy Statement as Annex B.

Purpose of the Proposal

The purpose of the Capacity Shares Issuance Proposal is to approve the Capacity Shares Issuance to Clinton pursuant to the Subscription Agreement described below.

Background of the Capacity Shares Issuance Proposal

On November 22, 2016, we entered into the Subscription Agreement with Clinton pursuant to which we have agreed, subject to the satisfaction of certain conditions including the approval of our stockholders, to issue 12,500,000 shares of our common stock, plus, potentially, an additional 2,500,000 shares of common stock at a subsequent closing date, if any, subject to the conditions described below, to Clinton in exchange for Clinton’s agreement to provide certain investment capacity and services to GlassBridge in accordance with the terms and conditions of the Capacity and Services Agreement described below. Clinton is a diversified asset management firm that invests globally across multiple alternative investment strategies, an investment adviser registered with the SEC and a stockholder of the Company. Joseph A. De Perio, the Non-Executive Chairman of our Board, is a Senior Portfolio Manager at Clinton. See “Questions and Answers About the Special Meeting and the Proposals — Capacity Shares Issuance Proposal” for more information on the background of, and risks relating to, the Capacity Shares Issuance Proposal and our asset management business.

On January 9, 2017 we amended the Subscription Agreement to incorporate a change in GlassBridge's name. Such amendment is included inAnnex A to this Proxy Statement. Following the closing of the transactions contemplated by the Capacity Shares Issuance Proposal, we intend to undergo a corporate rebranding process, which may include changing the name of “Imation Corp.” in accordance with the General Corporation Law of the State of Delaware (the “DGCL”).

On the initial closing date of the transactions contemplated by the Subscription Agreement (the “Initial Closing Date”), we will enter into a Capacity and Services Agreement (the “Capacity and Services Agreement”) with Clinton and GlassBridge. The Capacity and Services Agreement provides that, for a period of five years from the Initial Closing Date (the “Initial Term”), GlassBridge may place under Clinton’s management cash, to be held in a private investment fund or similar investment vehicle sponsored by GlassBridge or a managed account established by GlassBridge, to be managed by Clinton on a discretionary basis, subject to GlassBridge’s supervision, using Clinton’s quantitative equity strategy, split evenly between long and short, with a leverage ratio not to exceed five times on either side of such split (the “Investment Management Services”). These characteristics of the Investment Management Services may be altered by agreement between Clinton and GlassBridge, subject to the approval of our Board.

Under the terms of the Capacity and Services Agreement, an amount not to exceed $1 billion (the “Capacity”) may be placed under Clinton’s management, which aggregate amount includes our investment in Clinton Lighthouse Equity Strategies Fund (Offshore), Ltd. (“Clinton Lighthouse”), subject to certain adjustments. The cash to be placed under Clinton’s management will primarily come from prospective third-party investors. As of January 1, 2017, we made $23.0 million in net capital contributions to Clinton Lighthouse, which is net of $12.0 million in redemptions from Clinton Lighthouse subsequent to our initial investment. Under the Capacity and Services Agreement, our investment in Clinton Lighthouse will not incur any fees following the Initial Closing Date. Our investment in Clinton Lighthouse may be redeemed by the Company in accordance with Clinton Lighthouse’s fund documents which provide for daily liquidity, subject to certain ordinary course restrictions. The amount of utilized Capacity will be based on the fair value of the amount invested, as calculated by a nationally-recognized third-party fund administrator and based on Clinton’s valuation policies and U.S. generally accepted accounting principles.

We have agreed to issue to Clinton, as consideration for the Capacity and Services (as defined below), 12,500,000 shares of common stock (the “Initial Capacity Shares”) on the Initial Closing Date, as adjusted

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for any stock splits, stock dividends, stock combinations, reclassifications or similar transactions, pursuant to, and subject to the terms and conditions of the Subscription Agreement. If desired and approved by our Board, we may increase the Capacity by any amount up to an additional $500 million for a maximum Capacity of up to $1.5 billion (the “Capacity Expansion”). In the event we increase the Capacity by any amount beyond $1 billion, we have agreed to issue an additional 2,500,000 shares of common stock to Clinton (the “Subsequent Capacity Shares” and together with the Initial Capacity Shares, the “Capacity Shares”), as adjusted for any stock splits, stock dividends, stock combinations, reclassifications or similar transactions, pursuant to, and subject to the terms and conditions of the Subscription Agreement, which would occur on a subsequent closing date (the “Subsequent Closing”).

Clinton has agreed to a three-year lock-up with respect to the Initial Capacity Shares and Subsequent Capacity Shares, if any, beginning on each of the Initial Closing Date and the date of the Subsequent Closing (the “Subsequent Closing Date”), respectively.

On the Initial Closing Date, we will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with Clinton relating to the registration of the resale of the Capacity Shares, which is described below.

In considering the transactions contemplated by the Subscription Agreement and the Capacity and Services Agreement, our Board formed a special committee (the “Special Committee”) of independent members of the Board, consisting of directors who are not directly or indirectly affiliated with Clinton and who are not members of our management. The members of the Special Committee are Alex Spiro, who serves as its Chair, Tracy McKibben, Donald H. Putnam and Robert Searing. The Special Committee was formed to (i) review and evaluate the terms and conditions and determine the advisability of the transactions contemplated by the Subscription Agreement, the Capacity and Services Agreement and the Registration Rights Agreement (collectively, the “Transaction Documents”), (ii) consider whether there were alternatives to the transactions contemplated by the Transaction Documents that would be in the best interests of the Company (each an “alternative transaction”), (iii) review and evaluate the terms and conditions and determine the advisability of any alternative transaction, (iv) if the Special Committee deemed it appropriate or advisable, negotiate the price, structure, form, terms and conditions of the transactions contemplated by the Transaction Documents or any alternative transaction, as well as any related agreements, (v) after obtaining full knowledge of the material facts, determine whether any such transaction is fair, just and reasonable to, and in the best interests of the Company; and (vi) if the Special Committee deemed it appropriate or advisable, recommend to the entire Board what action, if any, should be taken by the Company with respect to the transactions contemplated by the Transaction Documents or any alternative transaction. The Special Committee engaged separate legal counsel and Stifel Financial Corp. and Cypress to serve as its financial advisors. The Special Committee determined that the transactions contemplated by the Transaction Documents are fair, just and reasonable to, and in the best interests of, the Company and recommended to the Board that it approve the Company’s entry into the Transaction Documents.

Our Board approved the transactions contemplated by the Transaction Documents, subject to applicable stockholder approval. In making such approval and in reliance on the Company’s financial advisors, our Board determined that the transactions contemplated by the Transaction Documents will not be deemed to result in Clinton becoming an “Acquiring Person” or give rise to a “Triggering Event” or a “Distribution Date,” as such terms are defined in the 382 Rights Agreement, dated as of August 7, 2016 (the “382 Rights Agreement”), by and between the Company and Wells Fargo Bank, N.A. In reaching such determination, our Board determined that the transactions contemplated by the Transaction Documents will not, directly or indirectly, jeopardize or endanger the availability to the Company of the “Tax Benefits,” as such term is defined in the 382 Rights Agreement. We qualify the foregoing summary of the 382 Rights Agreement in its entirety by reference to the actual 382 Rights Agreement, a copy of which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2016 and is incorporated herein by reference.

The closing of the transactions contemplated by the Subscription Agreement on the Initial Closing Date (the “Initial Closing”) is subject to certain conditions described in the Subscription Agreement. At the Initial Closing, the Initial Capacity Shares will be issued and the Capacity and Services Agreement and Registration

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Rights Agreement described below will be executed. The Subsequent Closing, if any, will be subject to, among other things, there having been no material adverse changes from the Initial Closing. These conditions include the following:

Under the Subscription Agreement, in the event we are unable to obtain the requisite stockholder approval of the issuance of the Capacity Shares to Clinton by February 15, 2017, we have agreed to pay Clinton a $500,000 break-up fee. In addition, the Subscription Agreement provides that we must pay Clinton a $1,500,000 break-up fee if we elect to not consummate the Initial Closing in the event we enter into an agreement for the provision by a third-party registered investment adviser to GlassBrige of services that are comparable to the Services (as defined below) which we and our Board determine to be more favorable to GlassBridge than the terms of the Capacity and Services Agreement.

The Subscription Agreement contains customary representations and warranties of the Company and Clinton.

Under the Subscription Agreement, we have agreed to indemnify Clinton and any holder of Capacity Shares and certain of their respective related parties for any losses relating to (i) our misrepresentation or breach of any representation or warranty in the Subscription Agreement or Registration Rights Agreement, (ii) our breach of any of our covenants contained in the Subscription Agreement or Registration Rights Agreement or (iii) any third party claim arising out of resulting from the execution, delivery, performance or enforcement of the Subscription Agreement or Registration Rights Agreement. With respect to the losses described in (iii), we will not be obligated to indemnify such parties for the first $400,000 incurred. We have also agreed that the aggregate amount of our indemnity will be capped at a dollar amount equal to the number of Initial Capacity Shares multiplied by the closing price of our common stock on the Initial Closing Date plus, to the extent liabilities subject to our indemnification obligation were incurred on or prior to the Subsequent Closing Date, the number of Subsequent Capacity Shares multiplied by the closing price of our common stock on the Subsequent Closing Date.

If approved by our Board, we may extend the Initial Term under the rulesCapacity and Services Agreement for two subsequent one-year periods (each, a “Capacity Extension” and, collectively with the Initial Term, the “Term”). In such event, we have agreed to pay Clinton $1.75 million for the first Capacity Extension (or $2.5 million if we have previously opted for the Capacity Expansion) and an additional $1.75 million for the second Capacity Extension (or $2.5 million if we have previously opted for the Capacity Expansion), or a maximum of $5 million in the aggregate.

Clinton has agreed, during the Term and for a subsequent three-month transition period, to consult with GlassBridge regarding the responsibilities GlassBridge will retain with respect to the Capacity (the

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“Capacity-Related Consultation Services”), which are operations and management, account reconciliation, profit and loss reporting, position monitoring, cash management, collateral management, liaising with the administrator, counsel and auditor to be engaged by GlassBridge, fund formation documentation, regulatory filings, information technology and investor relations. Clinton has also agreed to consult with GlassBridge regarding GlassBridge’s management and compliance functions for up to one year commencing no later than 90 days from the Initial Closing Date (the “Launch-Related Services” and, together with the Investment Management Services and the Capacity-Related Consultation Services, the “Services”). Clinton will be responsible for its own operating and overhead expenses and any expenses attributable to the Capacity and Services (other than reasonable legal, marketing, administrative, accounting and research costs and expenses, excluding data, which costs will be reimbursed by GlassBridge), attributable to Clinton’s performance of the New York Stock Exchange. In that case, your sharesServices and provision of the Capacity.

Pursuant to the terms of the Capacity and Services Agreement, GlassBridge’s initial board of directors will be comprised of Joseph A. De Perio, the Non-Executive Chairman of our Board and a Senior Portfolio Manager at Clinton, Daniel Strauss, a Portfolio Manager at Clinton, Donald H. Putnam, a member of our Board, Alex Spiro, a member of our Board and Chair of its Special Committee, and one additional or substitute director agreed upon by the Company, GlassBridge and Clinton.

Clinton has agreed that during the Term it will not provide opportunities or services substantially similar to the Capacity-Related Consultation Services to any other publicly-traded or quoted entity or their affiliates. Clinton has agreed that it will not knowingly, without GlassBridge’s consent, accept any investments in any investment vehicle or account managed by Clinton or its affiliates directly from GlassBridge’s third party clients with whom Clinton does not have a pre-existing relationship.

We may terminate the Capacity and Services Agreement if (i) Clinton’s registration as an investment adviser with the SEC is revoked, suspended, terminated, not renewed, limited or qualified, (ii) Clinton sells or transfers its advisory business or all or a substantial portion of its assets, trading systems or methods or goodwill to a third party that is not an affiliate of Clinton, (iii) Clinton fails to perform its obligations under the Transaction Documents, (iv) Clinton engages in fraud or embezzlement in connection with the Services, (v) Clinton acts with gross negligence or willful misconduct in connection with the Services or (vi) Clinton enters bankruptcy or similar proceedings. If we terminate the Capacity and Services Agreement due to either of the reasons specified in clauses (i) or (vi) of the preceding sentence, Clinton will be obligated to pay us $2 million.

Clinton may terminate the Capacity and Service Agreement if (i) GlassBridge fails to comply with law or we fail to inform Clinton that the Company or GlassBridge has become subject to certain types of legal proceedings, (ii) if, at such time when GlassBridge is required to be registered as an investment adviser, GlassBridge is not so registered or, if after and during such time when GlassBridge is required to be registered as an investment adviser, GlassBridge’s registration as an investment adviser with the applicable state securities authority or the SEC is revoked, suspended, terminated, not renewed, limited or qualified, (iii) GlassBridge sells or transfers its advisory business or all or a substantial portion of its assets, trading systems or methods or goodwill to a third party that is not an affiliate of the Company, (iv) the Company or GlassBridge fails to perform its obligations under the Transaction Documents; or (v) the Company or GlassBridge enters bankruptcy or similar proceedings.

The Capacity and Services Agreement contains customary representations and warranties of the Company, GlassBridge and Clinton.

Pursuant to the Capacity and Services Agreement, the Company, GlassBridge and Clinton will agree to certain mutual confidentiality covenants for a period lasting until two years after the termination of the Capacity and Services Agreement.

Under the Capacity and Services Agreement, we will agree that Clinton and certain parties related to Clinton will not be liable for damages to the Company or our stockholders for any action taken or the failure to act on behalf of the Company within the scope of the Services unless the action or omission was performed or omitted fraudulently or constituted willful misconduct or gross negligence. In addition, Clinton will agree that the Company, GlassBridge and certain parties related to the Company will not be liable for damages to

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Clinton or its affiliates for any action taken or the failure to act pursuant to the Capacity and Services Agreement unless the action or omission was performed or omitted fraudulently or constituted willful misconduct or gross negligence.

Under the Capacity and Services Agreement, we will agree to indemnify Clinton and certain parties related to Clinton for any losses arising out of the Capacity and Services, provided that the losses did not result from the fraud, gross negligence or willful misconduct of Clinton or such related parties. Clinton will agree to indemnify the Company, GlassBridge and certain parties related to the Company from any losses arising out of the fraud, gross negligence or willful misconduct of Clinton or its related parties.

We will agree, subject to the terms and conditions of the Registration Rights Agreement, to file a resale shelf registration statement covering the Initial Capacity Shares (the “Initial Registration Statement”) by the date which is 150 calendar days immediately preceding the third anniversary of the Initial Closing Date and will agree to file a resale shelf registration statement covering the Subsequent Capacity Shares, if any (the “Subsequent Registration Statement”), by the date which is 150 calendar days immediately preceding the third anniversary of the Subsequent Closing Date. The Company must use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC by no later than the earlier of the third anniversary of the Initial Closing Date and the fifth business day after the date the Company is notified by the SEC that the Initial Registration Statement will not be reviewed or will not be subject to further review. If applicable, the Company must use its reasonable best efforts to have the Subsequent Registration Statement declared effective by the SEC by no later than the earlier of the third anniversary of the Subsequent Closing Date and the fifth business day after the date the Company is notified by the SEC that the Subsequent Registration Statement will not be reviewed or will not be subject to further review.

A copy of the Subscription Agreement is attached asAnnex A hereto, and the forms of Capacity and Services Agreement and Registration Rights Agreement are attached as exhibits to the Subscription Agreement.

Opinion of the Special Committee’s Financial Advisor

Cypress initially delivered its opinion to the Special Committee on October 18, 2016 that, as of October 18, 2016, and based upon and subject to the assumptions, procedures, matters and limitations set forth therein, the consideration to be paid by Imation pursuant to the Transaction Documents is fair, from a financial point of view, to Imation. Cypress confirmed its opinion on November 21, 2016.

The full text of the written opinion of Cypress, dated November 21, 2016, which sets forth assumptions made, procedures followed, matters considered presentand limitations on the review undertaken in connection with the opinion, is attached asAnnex Bto this proxy statement. Cypress provided its opinion for the information and assistance of the Special Committee in connection with its consideration of the transactions contemplated by the Transaction Documents. The Cypress opinion is not a recommendation as to how any holder of shares of Imation common stock should vote with respect to the transactions contemplated by the Transaction Documents or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Cypress reviewed, among other things:

Cypress also met with certain members of the senior management of the Company and Clinton to discuss their respective business, operations, strategies and (in the case of the Company) prospects, as well as the historical and projected financial results of the Company and the historical performance of one of Clinton’s funds; compared certain financial data and stock market information of the Company with that of certain

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publicly-traded companies that Cypress considered to be relevant; prepared a discounted cash flow analysis of the Company; discussed the terms of the Capacity Shares Issuance with the Special Committee and its other advisors as well as with representatives of Clinton; and conducted such other financial studies, analyses and investigations, and considered such other information, as Cypress deemed necessary or appropriate.

In rendering Cypress’ opinion, Cypress assumed and relied upon, without assuming any responsibility for the independent verification of, the accuracy and completeness of all financial, legal, regulatory, tax, accounting and other information and data publicly available or provided to or otherwise reviewed by or discussed with Cypress and upon assurances of the management of the Company that management was not aware of any relevant information that was omitted or that remained undisclosed to Cypress.

With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Cypress relating to the Company or any of its businesses, Cypress was advised by the management of the Company that such forecasts and other information and data were prepared on bases reflecting the best currently available estimates and reasonable judgments of the management of the Company as to the future financial performance of the Company or any of its business, and Cypress assumed, with our consent, that the financial results reflected in such forecasts and other information and data will be realized in the amounts and at the meetingtimes projected. Cypress assumes no responsibility for, and expresses no view as to the reasonableness of, such forecasts or the assumptions on which they are based. Cypress assumed, with our consent, and without independent investigation or verification, that there has not occurred any material change in the assets, financial condition, results of operations, business or prospects of the Company or any of its businesses since the respective dates on which the most recent financial and other information was provided to Cypress.

Cypress assumed, with our consent, that the transactions contemplated by the Transaction Documents will be consummated in accordance with its terms, without waiver, modification or amendment of any term, condition or agreement the effect of which would be in any way meaningful to Cypress’ analysis and that, in the course of obtaining the necessary governmental, regulatory or third party and shareholder approvals, consents and releases for the transactions contemplated by the Transaction Documents, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company or the contemplated benefits of the transactions contemplated by the Transaction Documents.

In addition, Cypress did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities) of the Company or any of its businesses nor did Cypress make any physical inspection of the properties or assets of the Company or any of its businesses. Cypress expresses no view as to, and its opinion does not address the underlying business decision of the Company to engage in the transactions contemplated by Transaction Documents, or the relative merits of the transactions contemplated by the Transaction Documents as compared to any alternative business or financial strategies that might exist for the Company or the effect of any other transaction in which the Company may engage.

Cypress’ opinion addresses only the fairness, from a financial point of view, as of November 21, 2016, of the consideration to be paid by the Company pursuant to the Transaction Documents. Cypress does not express a view on, and its opinion does not address, any other term, implication or aspect of the Transaction Documents or the transactions contemplated by the Transaction Documents or any term or aspect of any other agreement or instrument contemplated by the Transaction Documents or entered into or amended in connection with the transactions contemplated by the Transaction Documents, including, without limitation, the fairness of the transactions contemplated by the Transaction Documents to, or any consideration received in connection therewith by, creditors or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the transactions contemplated by the Transaction Documents, whether relative to the consideration to be paid by the Company pursuant to the Transaction Documents or otherwise. Cypress does not express any view on, and its opinion does not address the fairness of the method of determining the consideration to be paid by the Company pursuant to, the Transaction Documents. For purposes of clarity, Cypress’ opinion solely addresses fairness (subject to the terms of its opinion) with respect to the aggregate consideration to be paid by the Company pursuant to the Transaction

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Documents, and Cypress is not opining as to, or otherwise addressing the fairness or propriety of, any allocation thereof to, or portion thereof receivable by, any person other than the Company.

Cypress is not expressing an opinion as to the impact of the transactions contemplated by the Transaction Documents on the solvency or viability of the Company or the ability of the Company to pay its obligations when they come due. Cypress’ opinion does not address any legal, tax, regulatory or accounting matters, as to which Cypress understands that the Company has obtained such advice as it deemed necessary from qualified professionals. Cypress’ opinion was necessarily based on information available to it, and economic, financial, monetary, regulatory, market and other conditions and circumstances existing, as of November 21, 2016, and Cypress assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after such date.

The following is a summary of the material financial analyses delivered by Cypress to the Special Committee in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Cypress, nor does the order of analyses described represent the relative importance or weight given to those analyses by Cypress. Some of the summaries of the financial analyses include information presented in tabular format. You should read the tables together with the full text of each summary because the tables alone are not a complete description of Cypress’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 18, 2016 and is not necessarily indicative of current market conditions. In addition, implied equity value per share indications for the Company were calculated based on, among other things, the Company having 37,114,895 shares of its common stock outstanding and 2,899,070 options to purchase shares of its common stock with a weighted average exercise price of $7.71 per share as of September 30, 2016.

Foregone Cash Fee Analysis.  Based on estimates provided by our management, Cypress calculated ranges of the cash fees the Company would have paid to Clinton based on two cases, the management case and the alternative case. The management case was based on the present value of management and performance fees during the five year projection period, with a 15.0% gross return assumption, discounted at rates ranging from 17.0% – 19.0%, reflecting estimates of GlassBridge’s weighted average cost of capital, and a terminal perpetuity growth range of 3.7% – 4.2%. The alternative case was based on the present value of management and performance fees during the five year projection period, with a 10.0% gross return, discounted at rates ranging from 17.0% – 19.0%, reflecting estimates of GlassBridge’s weighted average cost of capital, and a terminal perpetuity growth range of 3.7% – 4.2%.

The following table presents the results of this analysis:

($ in millions)		Management Case				Alternative Case
Foregone Cash Fees			$10.6 – $12.4				$5.8 – $6.7

Cypress calculated a range of implied values for the Initial Capacity Shares of $6.5 million to $10.6 million, which figures include a 14.0% discount rate for lack of transferability and liquidity, based on Cypress’ experience and professional judgment and publicly available information. The $6.5 million is based on the Company’s share price of $0.61 per share as of November 18, 2016. The $10.6 million is based on the average of the low and high per share value of the Company’s status quo valuation of $0.98.

GlassBridge Discounted Cash Flow Analysis.  Cypress performed a discounted cash flow analysis on GlassBridge using estimates provided by our management of projected financial information for the five year period following consummation of the transactions contemplated by the Transaction Documents. Cypress calculated free cash flows for GlassBridge for the five year period following consummation of the transactions contemplated by the Transaction Documents, then calculated discounted free cash flows and discounted terminal value based on free cash flow perpetuity growth after year five using perpetuity growth rates ranging from 3.7% to 4.2% and using discount rates ranging from 17.0% to 19.0%, reflecting estimates of GlassBridge’s weighted average cost of capital. Cypress performed these calculations for both a management case based on 15.0% gross return and an alternative case based on 10.0% gross return. The alternative case was created at the direction and with the consent of the Special Committee. Both the management case and the alternative case exclude any incremental benefits from the utilization of the Company’s NOLs. Cypress

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then calculated a range of enterprise values based on the discounted free cash flows and discounted terminal values. The following table presents the results of this analysis:

($ in millions)		GlassBridge’s Enterprise Value
Management Case			$83.2 – $100.4
Alternative Case			$52.4 – $63.2

Pro Forma Valuation.  After taking into consideration, among other things, the observed data for the comparable companies and the discounted cash flow analyses described above and below, Cypress then applied the equity value and enterprise value ranges described above and below for the Company and GlassBridge to derive the following implied pro forma equity value per share for the Company:

Methodology		Management Case				Alternative Case
Comparable Company Analysis
Implied Status Quo Equity Value Per Share			$1.01 – $1.14				$1.01 – $1.14
Implied Pro forma Equity Value per Share			$1.79 – $1.89				$1.20 – $1.30
Discounted Cash Flow Analysis
Implied Status Quo Equity Value Per Share			$0.83 – $0.95				$0.83 – $0.95
Implied Pro forma Equity Value per Share			$1.67 – $1.75				$1.07 – $1.16

Comparable Companies Analysis.  Cypress reviewed and compared certain financial information for the Company to corresponding financial information, ratios and public market multiples for the following publicly traded corporations:

Although none of the selected companies is directly comparable to the Company, the companies included were chosen because they are publicly traded companies with operations that, for purposes of determining a quorum but will notanalysis, may be considered similar to be representedcertain operations of the Company.

The multiples and ratios for the Company were based on the closing price per share of the Company’s common stock on November 18, 2016, our management’s estimates and the most recent publicly available information. The multiples and ratios for each of the selected companies were calculated using their respective closing prices on November 18, 2016, Institutional Brokers’ Estimate System estimates and the most recent publicly available information. With respect to the Company and the selected companies, Cypress calculated and compared:

Enterprise value of each of the selected companies was calculated as equity value based on the applicable closing stock price on November 18, 2016, plus debt, less cash and other adjustments.

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The results of these analyses are summarized as follows:

Company

Enterprise Value as a Multiple of Revenues

LTM

CY16E

CY17E

Average

1.99x

2.07x

1.85x

Median

2.04x

1.84x

1.50x

Low

0.73x

0.73x

0.71x

High

3.45x

3.40x

3.15x

Based on Cypress’ experience and professional judgment and after taking into consideration, among other things, the observed data for the comparable companies, Cypress then applied a selected multiple range of 0.45x to 0.55x derived from the estimated revenues for Nexsan for the 2016 calendar year and a selected multiple range of 0.40x to 0.50x derived from the estimated revenues for Nexsan for the 2017 calendar year and applied such multiple ranges to our corresponding financial data to derive an implied enterprise value range. The resulting range is adjusted for the Company’s net debt and other adjustments to derive an implied equity value range. In selecting its trading multiples for its financial analysis, Cypress considered that Nexsan, as the sole source of revenue for the Company, (i) generates a substantial amount of its revenues from legacy products relative to more on-trend and diversified product offerings and solutions of many of the companies in the selected universe, (ii) operates on a significantly smaller scale than the companies in the selected universe and in markets where its major players are highly competitive and aggressive which could lead to pressure on Nexsan’s margins and revenues, (iii) is currently implementing a strategic plan that includes, among others, organizational changes and the integration and marketing of an emerging technology-based product offering that requires additional investment and presence of significant risks of related to market penetration and adoption, (iv) has a history of operating losses and is expected to incur operating losses into the 2017 fiscal year, and (v) is a subsidiary/operating division of the Company.

This analysis indicated the following implied equity value per share including net operating losses (“NOLs”) for the Company:

		Implied Equity Value per Share Including NOLs
Imation			$1.01 – $1.14

Discounted Cash Flow Analysis.  Cypress performed a discounted cash flow analysis on the Company using estimates provided by our management and publicly available information. Cypress calculated illustrative net present value indications of free cash flows for the Company for the period from September 30, 2016 to fiscal year-end 2021 using discount rates ranging from 16.0% to 18.0%, reflecting estimates of the Company’s weighted average cost of capital. Cypress then calculated illustrative prices per share of the Company’s common stock using the illustrative net present value indications of free cash flows for the Company for the period from September 30, 2016 to fiscal year-end 2021 and illustrative terminal value indications as of fiscal year-end 2021 based on terminal EBITDA multiples ranging from 5.0x to 6.0x and perpetuity growth rates ranging from 3.2% to 3.7%. Cypress then discounted these illustrative terminal value indications to illustrative present value indications using discount rates ranging from 16.0% to 18.0%, reflecting estimates of the Company’s weighted average cost of capital. The implied enterprise value range is adjusted for the Company’s net debt and other adjustments to derive an implied equity value range. The following table presents the results of this analysis:

		Implied Equity Value per Share Including NOLs
Imation			$0.83 – $0.95

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Cypress’ opinion. In arriving at its fairness determination, Cypress considered the meetingresults of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Cypress made its

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determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to us or the transactions contemplated by the Transaction Documents.

Cypress prepared these analyses for purposes of calculatingCypress providing its opinion to the vote on that proposal. Your brokerSpecial Committee as to the fairness from a financial point of view to the Company of the consideration to be paid by the Company pursuant to the Transaction Documents. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Cypress or any other person assumes responsibility if future results are materially different from those forecast.

As described above, Cypress’ opinion to the Special Committee was one of many factors taken into consideration by the Special Committee in making its determination to approve the Transaction Documents. The foregoing summary does not have discretionary authoritypurport to vote your shares on anybe a complete description of the proposals.

You may also voteanalyses performed by Cypress in person atconnection with the meeting. If you are a stockholder of record with shares registeredfairness opinion and is qualified in your name, simply comeits entirety by reference to the 2016 Annual Meetingwritten opinion of Cypress attached asAnnex B to this proxy statement.

Cypress and we will provide you a ballot. If youits affiliates, as part of their investment banking business, are a beneficial owner of shares registeredcontinually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, private placements and other transactions as well as for corporate and other purposes. Cypress acted as financial advisor to us in connection with the name of your broker, bank or other agent, you must obtain a valid proxy from your broker, bank or other agent to vote in person attransactions contemplated by the meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

If you would like to consentTransaction Documents and expects to receive our proxy materialsfees for such services, a portion of which became payable upon the delivery of its opinion and annual reports electronicallynone of which is payable contingent upon consummation of the transactions contemplated by the Transaction Documents. In addition, the Company has agreed to reimburse Cypress its expenses arising, and indemnify Cypress against certain liabilities that may arise, out of its engagement. Cypress and its affiliates may seek to provide in the future please goinvestment banking services to the Company or Clinton or their respective affiliates unrelated to the transactions contemplated by the Transaction Documents. In connection with the above-described investment banking services Cypress and its affiliates may receive compensation. However, other than the engagement with respect to the Transaction Documents and a total of three prior engagements in 2015 and 2016, during the two years preceding November 21, 2016, Cypress has not had any material relationship with any party to the Transaction Documents for which compensation has been received or is intended to be received, nor is any such material relationship or related compensation mutually understood to be contemplated.

The Special Committee selected Cypress as its financial advisor, and requested that Cypress render an opinion with respect to the fairness, from a financial point of view, of the consideration to be paid by the Company pursuant to the Transaction Documents because Cypress is a nationally recognized investment banking firm that has substantial experience in transactions similar to the transactions contemplated by the Transaction Documents. Pursuant to a letter agreement, dated September 27, 2016, as amended and supplemented on October 24, 2016, we engaged Cypress to act as our financial advisor in connection with the transactions contemplated by the Transaction Documents. Pursuant to the terms of the letter agreement as amended and supplemented, we agreed to pay Cypress an engagement fee equal to $50,000 which became payable upon execution of the letter agreement, an opinion fee of $115,000 when Cypress informed the Company that it was prepared to deliver its opinion to the Special Committee after the Special Committee had requested the opinion to be rendered and an additional $25,000 upon Cypress informing the Company that it was prepared to re-confirm its opinion to the Special Committee.

NYSE Stockholder Approval Requirement

NYSE Rule 312 requires stockholder approval prior to the issuance of common stock: (1) to a “related party” or any company or entity in which a “related party” has a substantial or direct or indirect interest (as defined in NYSE Rule 312) if the number of shares of common stock to be issued exceeds either 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance; (2) if the number of shares of common stock to be issued equals or exceeds 20% of the number of shares of common

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stock outstanding prior to the issuance or if the number of votes entitled to be cast by such shares of common stock equals or exceeds 20% of the voting power outstanding prior to the issuance; or (3) if the issuance will result in a change of control for purposes of NYSE Rule 312. Because the issuance of the Capacity Shares will constitute a transaction described in these three applicable criteria of NYSE Rule 312, Imation must obtain approval of its stockholders to issue the Capacity Shares.

Vote Required

The approval of the Capacity Shares Issuance Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the Special Meeting (excluding those shares held by Clinton, its employees and affiliates).

Recommendation of Our Board of Directors

The Board has determined that the terms and conditions of the Subscription Agreement and the transactions contemplated thereby, including the Capacity Shares Issuance, are desirable and in the best interests of Imation and its stockholders. In connection with the Board’s approval of the Capacity Shares Issuance Proposal and recommendation that our stockholders approve the Capacity Shares Issuance Proposal, Mr. Joseph A. De Perio recused himself from all discussions, deliberations and proceedings related to such approval and recommendation due to his interest in the transactions contemplated by the Capacity Shares Issuance Proposal as a Senior Portfolio Manager of Clinton. The Board recommends that our stockholders vote“FOR” the approval of the Capacity Shares Issuance Proposal.

OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 1 TO APPROVE THE CAPACITY SHARES ISSUANCE.

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PROPOSAL NO. 2: THE REVERSE STOCK SPLIT PROPOSAL

General Description of the Reverse Stock Split

Our Board has unanimously approved and is submitting for stockholder approval an amendment to our websiteRestated Certificate of Incorporation (the “Reverse Split Amendment”) to effect, at the discretion of the Board and at any time prior to January 31, 2018, (i) a reverse stock split of Imation’s common stock using a ratio, to be established by the Board in its sole discretion, within a range of 1:2 to 1:20 and (ii) a reduction of the number of authorized shares of Imation’s common stock in a corresponding proportion.

Background of the Reverse Stock Split

Pursuant to the DGCL, any amendment of our Restated Certificate of Incorporation must be approved by our Board and submitted to our stockholders for approval.

Our Board reserves the right to abandon the Reverse Stock Split, and corresponding proportionate reduction of authorized shares of common stock, even if approved by stockholders. By voting in favor of the Reverse Stock Split Proposal, you are also expressly authorizing our Board to determine not to proceed with, and to abandon, the Reverse Stock Split in its sole discretion.

The form of the proposed Reverse Split Amendment is attached to this Proxy Statement aswww.imation.comAnnex C. ClickThe Reverse Stock Split Amendment will effect a Reverse Stock Split of our common stock using a ratio, to be established by our Board in its sole discretion, within a range of 1:2 to 1:20 following stockholder approval. We believe that the availability of the range of reverse split ratios will provide the Company with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for us and our stockholders. In determining which reverse stock split ratio to implement, if any, following the receipt of stockholder approval, our Board may consider, among other things:

The Reverse Stock Split will affect all holders of Imation’s common stock uniformly and will not affect any stockholder’s percentage ownership interest in Imation, except to the Shareholder Information section, followextent that the instructionsReverse Stock Split would result in any holder of Imation’s common stock receiving fractional shares. Imation will not issue any fractional shares. Stockholders who would otherwise hold fractional shares as a result of the Reverse Stock Split will receive a cash payment in lieu of the issuance of any such fractional share in an amount per share equal to submit your electronic consent.the closing price per share on the NYSE on the trading day immediately preceding the effective date of the Reverse Stock Split (as adjusted to give effect to the Reverse Stock Split), without interest. The Reverse Stock Split will not impact the market value of Imation as a whole, although the market value of Imation’s common stock may move up or down once the Reverse Stock Split is effective.

The actual number of shares outstanding after giving effect to the Reverse Stock Split will depend on the reverse split ratio that is ultimately established by our Board. The table below illustrates certain, but not all, possible reverse stock split ratios, together with (i) the implied number of authorized shares of common stock resulting from a reduction of the number of authorized shares of common stock by a corresponding proportion, based on 100,000,000 shares of common stock currently authorized under our Restated Certificate of Incorporation, and (ii) the implied number of issued and outstanding shares of our common stock resulting from the Reverse Stock Split in accordance with such ratio, based on 37,238,731 shares of our common stock outstanding as of January 6, 2017.

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Proxy Solicitation

Sample Ratios within Delegated Range of Ratios		Implied Number of Authorized Shares of Common Stock Following the Reverse Stock Split		Implied Approximate Number of Issued and Outstanding Shares of Common Stock Following the Reverse Stock Split*
1:2		50,000,000		18,619,365
1:5		20,000,000		7,447,746
1:10		10,000,000		3,723,873
1:15		6,666,666		2,482,582
1:20		5,000,000		1,856,402

We do not expect the Reverse Stock Split itself to have any economic effect on our stockholders, debt holders or holders of options or restricted stock, except to the extent the Reverse Stock Split will payresult in cashout payments in lieu of the creation of fractional shares.

Reasons for the Reverse Stock Split Proposal

The Board believes the Reverse Stock Split Proposal is in the best interests of the Corporation because it could become necessary in the future for the Board to effect a Reverse Stock Split to enable the Company to be compliant with stock exchange listing requirements. Our Board authorized the Reverse Stock Split with the intent of increasing the price of our common stock in the event the Board determines such action is necessary to meeting stock exchange listing requirements.

For example, Section 802.01C of the NYSE Rules (“Rule 802.01C”) provides that a listed company will be considered below listing compliance standards if the average closing price of its stock over a consecutive 30-trading day period is less than $1.00. Once a listed company receives notice from the NYSE that it has fallen below the Rule 802.01C standards, the listed company could become subject to delisting in the event its closing stock price does not (a) trade above the $1.00 on the last trading day of a month and (b) average at least $1.00 over the 30-trading day period concluding on that last day. Enabling the Board to effect a Reverse Stock Split would afford the Board flexibility to increase Imation’s average per share closing price in a manner that could potentially remedy non-compliance with Rule 802.01C.

Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock. Other factors, however, such as our financial results, market conditions, the market perception of our business and other risks, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2015, may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock Split or that the market price of our common stock will not decrease at any time after the Reverse Stock Split is effected.

Effects of the Reverse Stock Split

General.

If the Reverse Stock Split is approved and implemented, the principal effects will be to proportionately decrease the number of outstanding shares of our common stock based on the reverse stock split ratio determined by our Board and contemporaneously reduce the number of authorized shares of our common stock by a corresponding proportion based upon the reverse stock split ratio to be determined by our Board;

Our common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect the registration of our common stock under the Exchange Act or the listing of our common stock on the NYSE (other than to the extent it facilitates compliance with NYSE continued listing standards). Following the Reverse Stock Split, our common stock will continue to be listed on the NYSE under the symbol “IMN.”

Proportionate voting rights and other rights of the holders of our common stock will not be affected by the Reverse Stock Split, other than as a result of the treatment of fractional shares as described below. For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately

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prior to the effectiveness of the Reverse Stock Split will generally continue to hold 2% of the voting power of the outstanding shares of our common stock after the Reverse Stock Split. The number of stockholders of record will not be affected by the Reverse Stock Split (except to the extent any are cashed out in lieu of creating fractional shares). If approved and implemented, the Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of our common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of preparing, printingtransactions in “round lots” of even multiples of 100 shares. Our Board believes, however, that these potential effects are outweighed by the benefits of the Reverse Stock Split.

Effectiveness of Reverse Stock Split.

The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing and mailingeffectiveness (the “Effective Time”) of the NoticeReverse Split Amendment with the Secretary of Annual MeetingState of Shareholdersthe State of Delaware. It is expected that such filing would take place only in the event the Board later determines that it is in the best interests of the Company and its stockholders to effect the reverse stock split. The exact timing of the filing of the amendment, however, will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and our stockholders. In addition, our Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the Reverse Split Amendment with the Secretary of State of the State of Delaware, our Board, in its sole discretion, determines that it is no longer in our Company’s best interests or the best interests of our stockholders to proceed with the Reverse Stock Split.

Effect on Incentive Plans.

The Company has stock incentive plans pursuant to which we have issued restricted stock units and stock options to purchase shares of our common stock. As of January 6, 2017, we had 2,848,292 shares of our common stock issuable upon the exercise of stock options outstanding under the stock incentive plans, at a weighted average exercise price of $7.67 per share; 782,832 restricted stock units granted and outstanding under our stock incentive plans; and 2,263,588 shares of our common stock reserved for future issuance under our stock incentive plans. In the event of a Reverse Stock Split, the Compensation Committee of our Board generally has the discretion to determine the appropriate adjustment to awards granted under the stock incentive plans. Accordingly, if the Reverse Stock Split is approved by our stockholders and our Board decides to implement the Reverse Stock Split, as of the Effective Time the number of all outstanding restricted stock units, options, the number of shares issuable and the exercise price, as applicable, relating to restricted stock units and options under our stock incentive plans, will be proportionately adjusted based on the Reverse Stock Split ratio selected by our Board, subject to the terms of such awards. Our Board has also authorized the Company to effect any other changes necessary, desirable or appropriate to give effect to the Reverse Stock Split, if any, including any applicable technical, conforming changes.

Effect on Authorized but Unissued Shares of Common Stock.

Currently, we are authorized to issue up to a total of 100,000,000 shares of common stock, of which 37,238,731 shares were issued and outstanding as of January 6, 2017. Concurrently with the effectiveness of the Reverse Stock Split, we would proportionately decrease our authorized shares such that immediately following the Effective Time, a total of between 50,000,000 and 5,000,000 shares of common stock will be authorized for issuance (including shares outstanding after the Reverse Stock Split).

Effect on Par Value

Accounting Treatment.  The proposed Reverse Split Amendment will not affect the par value of our common stock, which will remain at $0.01 per share. As a result, the stated capital on our balance sheet attributable to our common stock, which consists of the par value per share of our common stock multiplied by the aggregate number of shares of our common stock issued and outstanding, will be reduced in proportion to the reverse stock split ratio selected by our Board. Correspondingly, our additional paid-in capital account, which consists of the difference between our stated capital and the aggregate amount paid to us upon issuance of all currently outstanding shares of our common stock, will be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.

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No Going Private Transaction.  Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our Board does not intend for this Proxy Statement, includingtransaction to be the reimbursementfirst step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Book-Entry Shares.  If the Reverse Stock Split is effected, stockholders, either as direct or beneficial owners, will have their holdings electronically adjusted by our transfer agent through the NYSE’s Direct Registration System (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split and making payment for fractional shares. If a stockholder holds shares of our common stock with a bank, broker, custodian or other custodians, nomineesnominee and fiduciaries forhas any questions in this regard, stockholders are encouraged to contact their costsbank, broker, custodian or other nominee.

Fractional Shares.  No fractional shares of common stock will be issued in sendingconnection with the proxy materialsReverse Stock Split. If, as a result of the Reverse Stock Split, a stockholder of record would otherwise hold a fractional share, the stockholder will receive a cash payment in lieu of the issuance of any such fractional share in an amount per share equal to the beneficial owners. Weclosing price per share on the NYSE on the trading day immediately preceding the effective date of the Reverse Stock Split (as adjusted to give effect to the Reverse Stock Split), without interest. The ownership of a fractional interest will not give the holder thereof any voting, dividend or other right except to receive the cash payment therefore.

After the Reverse Stock Split, a stockholder will have retained Okapi Partners LLC (“Okapi”)no further interest in the Company with respect to help solicit proxiesits fractional share interest and persons otherwise entitled to a fractional share will not have any voting, dividend or other rights with respect thereto except the right to receive a cash payment as described above.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are domiciled and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from shareholdersthe state to which they were paid.

If you believe that you may not hold sufficient shares of the Company’s common stock at the time the Reverse Stock Split is implemented to receive at least one share in the Reverse Stock Split and you want to continue to hold the Company’s common stock after the Reverse Stock Split, you may do so by either: (i) purchasing a sufficient number of shares of the Company’s common stock; or (ii) if you have shares of the Company’s common stock in more than one account, consolidating your accounts; in each case, so that you hold a number of shares of our common stock in your account prior to the Reverse Stock Split that would entitle you to receive at least one share of common stock in the Reverse Stock Split. Shares of our common stock held in registered form and shares of our common stock held in “street name” (that is, through a bank, broker or other nominee) for the Annual Meetingsame stockholder will be considered held in separate accounts and will not be aggregated when effecting the Reverse Stock Split.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion summarizes certain U.S. federal income tax consequences of the Reverse Stock Split, if it is effected, to holders of our common stock but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, including, but not limited to, estate and gift tax laws and any applicable state, local or non-U.S. tax laws (or any income tax treaty) are not discussed. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder and judicial authority and administrative interpretations, all as of the date of this document, and all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. We cannot assure holders that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described in this document, and we have not obtained, nor do we intend to obtain a ruling from the IRS or an opinion of counsel with respect to the U.S. federal income tax consequences of the Reverse Stock Split.

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This discussion is limited to holders who, if the Reverse Stock Split is effected, will hold pre-Reverse Stock Split shares of our common stock and will hold post-Reverse Stock Split shares of common stock as “capital assets” (generally, property held for investment). This discussion does not address all U.S. federal tax considerations that may be relevant to a feeholder’s particular circumstances, including, but not limited to, the impact of $25,000 plus reimbursement for certain out-of-pocket expenses.the Medicare tax on net investment income. In addition, this discussion does not address all tax considerations that may be important to a particular holder in light of the holder’s circumstances, or to certain categories of investors that may be subject to special rules, including, but not limited to:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds pre-Reverse Stock Split shares of our common stock or will hold post-Reverse Stock Split shares of our common stock, the U.S. federal income tax treatment of a partner of the partnership generally will depend upon the status of the partner and the activities of the partnership and upon certain determinations made at the partner level. Partners in partnerships holding our common stock are urged to consult their own tax advisors about the U.S. federal income tax consequences of the Reverse Stock Split.

EACH HOLDER OF OUR COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.

U.S. stockholders.  For purposes of this discussion, “U.S. stockholder” means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is or is treated as:

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The Reverse Stock Split, if effected, should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, except as described below with respect to cash received in lieu of a fractional share, generally no gain or loss should be recognized by a U.S. stockholder upon the receipt of a reduced number of shares of our common stock as a result of the Reverse Stock Split, if effected. The U.S. stockholder’s aggregate tax basis in the post-Reverse Stock Split shares of common stock should equal the aggregate tax basis of the shares of common stock surrendered (excluding the portion of the tax basis that is allocable to any fractional share) and such U.S. stockholder’s holding period in the post-Reverse Stock Split shares of common stock should include the holding period for the shares of common stock surrendered. Treasury regulations provide detailed rules for allocating the tax basis and holding period of the shares surrendered to the shares received pursuant to the Reverse Stock Split, if effected. A U.S. stockholder that holds shares of common stock with differing bases or holding periods should consult its tax advisor with regard to identifying the bases or holding periods of the particular shares of common stock received in the Reverse Stock Split, if effected.

A U.S. stockholder that receives cash in lieu of the creation of fractional shares of common stock should generally recognize capital gain or loss equal to the difference between the amount of cash received and the portion of the U.S. stockholder’s tax basis in its common stock that is allocable to the fractional share. The deductibility of capital losses is subject to limitations. In certain circumstances, it is possible that the cash received in lieu of the creation of fractional shares could be characterized as a dividend rather than as a capital gain.

U.S. Information Reporting and Backup Withholding Tax.  Information returns generally will be required to be filed with the IRS with respect to the receipt of cash in lieu of a fractional share of our common stock pursuant to the Reverse Stock Split, if effected, unless the U.S. stockholder is an exempt recipient and, if requested, certifies as to such status. U.S. stockholders may be solicited personally, viasubject to backup withholding at the Internet,applicable rate on the payment of cash if they fail to provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund or credit against a U.S. stockholder’s U.S. federal income tax liability, provided the required information is properly furnished to the IRS on a timely basis. U.S. stockholders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Non-U.S. stockholders.  For purposes of this discussion, a “Non-U.S. stockholder” means a beneficial owner of shares of our common stock that is an individual, corporation, estate or trust that is not a U.S. stockholder.

Subject to the discussion in the next paragraph, a Non-U.S. stockholder that receives solely a reduced number of shares of our common stock as a result of the Reverse Stock Split, if effected, generally should not recognize any gain or loss. A Non-U.S. stockholder that receives cash in lieu of a fractional share pursuant to the Reverse Stock Split, if effected, generally should not be subject to U.S. federal income tax on any gain recognized on the deemed redemption of such fractional share unless (a) the gain is effectively connected with the conduct of a trade or business in the United States (and, if an income tax treaty applies, is attributable to a Non-U.S. stockholder’s permanent establishment in the United States), (b) with respect to a Non-U.S. stockholder who is an individual, the Non-U.S. stockholder is present in the United States for 183 days or more in the taxable year the Reverse Stock Split occurs and certain other conditions are met, or (c) our common stock constitutes a United States real property interest by telephonereason of our status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.

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Generally, a U.S. corporation is a USRPHC if the fair market value of its U.S. real property interests equals or facsimileexceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are not a USRPHC, but also believe that our common stock should be treated as regularly traded on an established securities market (within the meaning of applicable Treasury regulations). If we are incorrect, and in fact are a USRPHC, and assuming our common stock is treated as regularly traded on an established securities market, only a non-U.S. stockholder that actually or constructively owns, or owned at any time during the shorter of the five-year period ending on the date of the Reverse Stock Split or the non-U.S. stockholder’s holding period for the common stock, more than 5% of our common stock (a “5% shareholder”) should be taxable, with respect to clause (c) in the preceding paragraph, on gain recognized on the receipt of cash in lieu of a fractional share. In addition, if we are a USRPHC, a Non-U.S. stockholder that is a 5% shareholder will be required to satisfy certain IRS filing requirements in order to avoid recognizing taxable gain, if any, on the receipt of a reduced number of shares of our common stock pursuant to the Reverse Stock Split, if effected, notwithstanding the treatment of the Reverse Stock Split as a recapitalization.

Non-U.S. stockholders that may be treated as 5% shareholders are strongly encouraged to consult their tax advisors regarding the tax consequences to them of the Reverse Stock Split, if effected, how to satisfy the applicable IRS filing requirements and the consequences to them of failing to satisfy those filing requirements.

U.S. Information Reporting and Backup Withholding Tax.  In general, information reporting and backup withholding will not apply to the payment of cash in lieu of a fractional share of our common stock to a Non-U.S. stockholder pursuant to the Reverse Stock Split, if effected, if the Non-U.S. stockholder certifies under penalties of perjury that it is a Non-U.S. stockholder (generally on IRS Form W-8BEN or IRS Form W-8BEN-E) and the applicable withholding agent does not have actual knowledge or reason to know to the contrary. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the Non-U.S. stockholder’s U.S. federal income tax liability, if any, provided that certain required information is timely furnished to the IRS.

Interests of Certain Persons in The Reverse Stock Split Proposal

Certain of our officers and directors have an interest in the Reverse Stock Split Proposal as a result of their ownership of shares of our common stock. However, we do not believe that our officers or directors have interests in the Reverse Stock Split Proposal that are different from or greater than those of any of our other stockholders.

Required Vote

The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to approve the Reverse Stock Split Proposal.

RECOMMENDATION

OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 2 TO APPROVE THE REVERSE STOCK SPLIT PROPOSAL.

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PROPOSAL NO. 3: THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or time to permit further solicitation of proxies. The Adjournment Proposal will only be presented to Imation’s stockholders in the event that, based on the tabulated vote, there are not sufficient votes at the time of the Special Meeting to approve one or more of the proposals presented at the Special Meeting. In no event will the Board adjourn the Special Meeting beyond the date by which it may properly do so under Imation’s Restated Certificate of Incorporation and Delaware law.

Vote Required

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of our regular employees without additional compensation, as well ascommon stock represented in person or by employees of Okapi.proxy and entitled to vote thereon at the Special Meeting.

OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3 TO APPROVE THE ADJOURNMENT PROPOSAL.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The table below shows the number of shares of our outstanding common stock as of April 25, 2016,January 6, 2017, held by each person that we know owns beneficially (as defined by the Securities and Exchange CommissionSEC for proxy statement purposes) more than 5% of any class of our voting stock:stock.

Beneficial ownership of common stock is based on 37,238,731 shares of the Company’s common stock issued and outstanding as of January 6, 2017 (excluding 7,200,047 treasury shares).

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class				Amount and Nature of Beneficial Ownership				Percent of Class
Ariel Investments, LLC 200 East Randolph Street, Suite 2900 Chicago, IL 60601			7,232,839	(1)			19.41	%			7,232,839	(1)			19.42	%
Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94104			5,141,267	(2)			13.80	%			5,141,267	(2)			13.81	%
Private Capital Management, LLC 8889 Pelican Bay Boulevard, Suite 500 Naples, FL 34108			3,584,055	(3)			9.62	%			3,584,055	(3)			9.62	%
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746			3,059,857	(4)			8.21	%			3,059,857	(4)			8.22	%
BlackRock Inc. 55 East 52nd Street New York, NY 10055			1,934,249	(5)			5.19	%
Footprints Asset Management and Research, Inc. 11422 Miracle Hills Drive, Suite 208 Omaha, NE 68154											2,508,168	(5)			6.74	%

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BOARD OF DIRECTORSSTOCKHOLDER PROPOSALS

Corporate Governance

Corporate Governance Guidelines

Our Board of Directors is committed to sound and effective corporate governance practices. Our Board of Directors has adopted Corporate Governance Guidelines (“Guidelines”) which describe the Board’s governance principles and procedures. The Guidelines, which comply with the criteria established under the New York Stock Exchange listing standards, cover director qualifications and retirement policy, director responsibilities, Board committees, director access to officers and employees, director compensation, director orientation and continuing education, Chief Executive Officer evaluation and management succession, and the annual performance evaluation of the Board. The Guidelines are available on our website. The Internet address for our website iswww.imation.com and the Guidelines can be found on our “Corporate Governance” page, which can be accessed from the “Investor Relations” page, which can be accessed from the main web page.

Code of Ethics

We have had a Business Conduct Policy in place since our inception that applies to all employees and our Board of Directors. The Business Conduct Policy is available on our website. The Internet address for our website iswww.imation.com. The Business Conduct Policy may be found on our “Corporate Governance” page, which can be accessed from the “Investor Relations” page, which can be accessed from the main web page.

Annual Meeting Attendance Policy

Directors are expected to attend our Annual Meeting of Shareholders. All six of our then current directors attended our 2015 Annual Meeting of Shareholders.

Communications with the Board

Our Board of Directors has a process in place for interested parties to communicate directly with our directors. If any interested party wants to make concerns known to our Board of Directors, non-management directors or Non-Executive Chairman, communication can be sent to directors@imation.com or Imation Corp., P.O. Box 64898, St. Paul, MN 55164-0698, Attn: Board of Directors. Communications sent to directors@imation.com or the mailing address will be sent to the Chairman of the Board who will then circulate the communications to the Board members as appropriate.

Director Independence and Determination of Audit Committee Financial Expert

Our Board of Directors reviewed the independence of our directors and nominees in February 2016. The Board made this review to determine whether any of the relationships or transactions described below, if existing, were inconsistent with a determination that the director or nominee is independent. During this review, our Board reviewed:

Other than Robert Fernander and Barry Kasoff, who are all employee directors, none of the directors or nominees had any material relationship with us that would interfere with their independence from management. Therefore, the Board affirmatively determined that all of the directors and nominees, other than Robert Fernander and Barry Kasoff, are independent as defined under the New York Stock Exchange listing standards.

In March 2016, the Board also reviewed whether the Audit and Finance Committee had an audit committee financial expert as defined in the Securities and Exchange Commission rules. The Board reviewed the skills and experience required under the rules and determined that Messrs. De Perio and Searing qualify as audit committee financial experts as defined under those rules.