*Acquired

Fiscal Year 2013 Option Exercises and Stock Vested

The following table contains information about restricted stock held by his Estate.the applicable Named Executive Officers that vested during 2013. No options were exercised by our Named Executive Officers in fiscal year 2013.

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired On Vesting (#)				Value Realized on Vesting ($) (1)
Ronald Kochman			—				—				26,666			$	223,328
James Whitney			—				—				10,000			$	72,000

(1)	Determined by multiplying the shares of stock that vested during the 2013 fiscal year by the closing market price of our common stock on the respective vesting dates, but excluding any tax obligations incurred in connection with such vesting.

Fiscal Year 2013 Pension Plan Benefits

In fiscal year 2013, our Named Executive Officers did not participate in any pension plans providing for payment or other benefits at, following or in connection with retirement.

For certain payments and benefits to which our 2013 Named Executive Officers became or would become entitled upon retirement or other specified terminations of employment, please see the sections “Agreements with 2013 Named Executive Officers” and “Potential Payments Upon Termination or Change in Control as of November 3, 2013”.

Fiscal Year 2013 Nonqualified Deferred Compensation

The Company sponsors the Volt Information Sciences, Inc. Deferred Compensation and Supplemental Savings Plan (the “Deferred Compensation Plan”) under which eligible employees may elect to defer up to 20% of Directors

Each directortheir cash compensation. Benefit entitlements under the Deferred Compensation Plan are unfunded, unsecured deferred compensation obligations of the Company. Participants generally may direct the manner in which their accounts under the Deferred Compensation Plan are notionally allocated to the available investment funds, which are, generally, publicly traded mutual funds and collective investment trusts. Participant accounts are vested at all times. The Company does not contribute to or otherwise supplement employee deferrals under the Deferred Compensation Plan.

James Whitney is the only one of our 2013 Named Executive Officers who is not an officerparticipates in the Deferred Compensation Plan. The following table shows the executive or employee ofcompany contributions, earnings, withdrawals, and fiscalyear-end account balance for Mr. Whitney.

Agreements with 2013 Named Executive Officers

Ronald Kochman

In connection with his appointment as President and CEO, the Company receivesentered into an agreement with Ronald Kochman, effective May 1, 2012. The agreement provides for a director’s feebase salary at the annual rate of $45,000 ($50,000

$575,000, which may be increased but not decreased in the case of Mark N. Kaplan in viewCompany’s discretion. Mr. Kochman was eligible, under the terms of his additional responsibilities as Chairagreement, to earn an annual bonus for fiscal year 2013 with a target of 100% of his base salary, based on his achievement of criteria developed by the Compensation Committee.

The agreement also provides for along-term incentive award in recognition of Mr. Kochman’s performance for fiscal year 2012 comprised of $270,000 in cash and 40,000 shares of restricted stock. The cash portion of the Audit Committee)award will be payable, and is also reimbursed for out-of-pocket expenses related to his services.

Mark N. Kaplan holds an option to purchase 11,250the restricted shares will vest, in equal amounts on each of the following dates: (a) 100 days after the end of the Company’s Common Stock2012 fiscal year, (b) October 30, 2013, and (c) October 30, 2014, provided that Mr. Kochman remains employed by Volt on each of those dates. The award will vest in full in the event that Mr. Kochman is terminated without cause or resigns for good reason within 90 days of a change in control.

In addition, the agreement provides for along-term incentive award for fiscal year 2013 that was contingent on Mr. Kochman’s achievement of performance goals and targets determined by the Compensation Committee. The fiscal year 2013 long-term incentive award as approved by the Compensation Committee was comprised of $270,000 in cash and 40,000 shares of restricted stock. The cash portion of the award will be payable, and the restricted shares will vest, in equal amounts on each of the following dates: (a) fifteen days after the filing date with the SEC of the Company’s annual report on Form 10-K for fiscal year 2013 (which report was filed on January 31, 2014), (b) October 30, 2014, and (c) October 30, 2015, provided that Mr. Kochman remains employed by Volt on each of those dates. The award will vest in full in the event that Mr. Kochman is terminated without cause or resigns for good reason within 90 days of a change in control. After 2013, Mr. Kochman will be eligible to earn target annual bonuses andlong-term incentive awards as determined by the Compensation Committee.

The employment agreement with Mr. Kochman provides for“at-will” employment, but requires at least sixty days’ written notice of termination by the Company without “cause” or by Mr. Kochman with or without “good reason” (as such terms are defined in the employment agreement). Upon termination of employment by the Company without cause or by Mr. Kochman for good reason, Mr. Kochman will be entitled to (1) continued payment of base salary and continued medical benefits for 24 months and (2) if his termination date falls within fiscal year 2013, payment of a pro rata amount of his bonus for 2013. Had Mr. Kochman been terminated on November 3, 2013, the aggregate amount of his severance entitlement under his employment agreement would have been approximately $1,725,000, representing 24 months of base salary at an exercise priceannual rate of $26.6867,$575,000 plus his fiscal year 2013 bonus of $575,000 which expireshad not yet been paid as of November 3, 2013. Upon termination without cause or for good reason, Mr. Kochman is also entitled to the cost of medical benefit continuation during the 24 month salary continuation period (approximate value of $36,468). The Company may condition receipt of these severance benefits upon Mr. Kochman’s execution of a release of claims against the Company. Upon termination of employment for any other reason, Mr. Kochman is entitled under his employment agreement only to payment of his accrued but unpaid salary and any unused accrued vacation.

The employment agreement containsnon-competition andnon-solicitation covenants that apply during employment and for one year following termination of employment.

James Whitney

In connection with his appointment as Chief Financial Officer, the Company entered into an agreement with James Whitney, effective July 1, 2012. The agreement provides for a base salary at the annual rate of $400,000, which may be increased but not decreased in the Company’s discretion. In connection with Mr. Whitney’s entry into the employment agreement and in recognition of his past service with the Company, the employment agreement provides for an award of 30,000 shares of restricted stock which vests in three equal annual installments through June 30, 2015. The award will vest in full immediately in the event that the Company terminates Mr. Whitney’s employment without cause or he resigns for good reason, as such terms are defined in his employment agreement.

For fiscal year 2013, Mr. Whitney earned along-term incentive award of $400,000, payable in cash in three installments. The first installment became payable 15 days after the filing date with the SEC of the Company’s annual report on Form 10-K for fiscal year 2013 (which report was filed on January 26, 2008.

Employment31, 2014); the remaining installments will vest on October 30, 2014 and Termination AgreementsOctober 30, 2015, provided that Mr. Whitney remains employed through the relevant payment date. The award will paid in full if the Company terminates Mr. Whitney’s employment without cause or he resigns for good reason.

For fiscal year 2013, Mr. Whitney’s agreement provides for an annual bonus with a target of 100% of his base salary. Mr. Whitney was also eligible to earn a special bonus of up to $750,000. The special bonus was earned in one-third installments upon the Company’s filing with the SEC of: (a) its Restated Composite Form 10-K for the fiscal years ending November 2, 2008, November 1, 2009 and October 31, 2010 (which filing was made on April 9, 2013); (b) its annual report on Form 10-K for the fiscal year ending October 31, 2011 (which filing was made on November 15, 2013); and (c) its annual report on Form 10-K for the fiscal year ending October 28, 2012 (which filing was made on November 15, 2013). For fiscal year 2014 and beyond, Mr. Whitney will be eligible to earn target annual bonuses andlong-term

Name of Beneficial Owner		Shares of Common Stock (1)				Shares That May be Acquired Within 60 Days (2)				Percent of Class
Five Percent Shareholders (other than Named Executive Officers and Directors):
Steven A. Shaw			1,753,974	(3)			6,400				8.44	%
Michael Shaw			1,111,484	(4)			—				5.33	%
Linda Shaw			1,391,095	(5)			—				7.25	%
Dimensional Fund Advisors, LP			1,369,899	(6)			—				6.57	%
Canton Holdings, L.L.C.			1,819,715	(7)			—				8.73	%
Named Executive Officers and Directors:
Deborah Shaw			2,149,839	(8)			2,400				10.32	%
Jerome Shaw			2,481,429	(9)			6,400				11.93	%
Lloyd Frank			66,554	(10)			2,400				*
Bruce G. Goodman			641,754	(11)			2,400				3.09	%
Ronald Kochman			81,076	(12)			6,400				*
James Whitney			30,000	(13)			2,000				*
Theresa A. Havell			6,500				2,400				*
James Schmitt			125	(14)			7,800				*
Thomas Daley			—				4,800				*
Mark N. Kaplan			5,000				2,400				*
Howard Zimmerman			3,321				4,800				*
Richard Herring			—				3,200				*
William H. Turner			2,000				2,400				*
All executive officers and directors as a group (15 persons)			4,792,622				56,200				23.19	%

*	Less than 1%

(1)	Except as noted, the named beneficial owners have sole voting and dispositive power with respect to their beneficially owned shares.

(2)

The shares underlying all equity awards that may be exercised within 60 days are deemed to be beneficially owned by the person or persons for whom the calculation is being made and are deemed to have been exercised for the purpose of calculating this percentage, including the shares underlying options where the exercise price is above the current market price.

(3)

Includes (i) 14,216 shares held by the Steven Shaw as the sole trustee of trusts for the benefit of two nephews of Steven Shaw; (ii) 54,054 shares owned by Steven Shaw, Lloyd Frank (a director of the Company) and Michael Shaw (Steven Shaw’s brother) as trustees of a trust for the benefit of two of Steven Shaw’s nephews, as to which shares Steven Shaw may be deemed to have shared voting and investment power. The inclusion of shares in clauses (i) and (ii) is not an admission of beneficial ownership of those shares by Steven Shaw.

(4)	Includes (i) 373,753 shares owned jointly by Michael Shaw and his wife; (ii) 54,054 shares owned by Michael Shaw, Lloyd Frank and Steven Shaw as trustees of a trust for the benefit of two of Michael Shaw’s

children, as to which shares Michael Shaw may be deemed to have shared voting and investment power. The inclusion of the shares in clause (ii) is not an admission of beneficial ownership of those shares by Michael Shaw. Does not include (a) 516 shares owned by Michael Shaw’s wife individually; (b) 58,696 shares owned by Michael Shaw’s children who do not reside in his household; and (c) 14,216 shares owned by Steven Shaw as the sole trustee of trusts for the benefit of two of Michael Shaw’s children.

(5)

Includes (i) 63,956 shares owned by Linda Shaw, Bruce Goodman (her husband and a director of the Company) and Deborah Shaw (her sister and a director of the Company) as trustees of trusts for the benefit of the children of Linda Shaw, as to which shares Linda Shaw has shared voting and investment power; and (ii) 5,749 shares held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which Linda Shaw, Deborah Shaw and a daughter of Deborah Shaw are the directors, as to which shares Linda Shaw has shared voting and investment power. The inclusion of the shares in clauses (i) and (ii) is not an admission of beneficial ownership of those shares by Linda Shaw. Does not include (a) 19,244 shares owned by Bruce Goodman, individually; (b) 2,400 shares underlying a stock option held by Bruce Goodman that were granted to him by the Company as a director of the Company; (c) 1,500 shares held by Bruce Goodman as trustee of an irrevocable trust for the benefit of a child of Bruce Goodman; and (d) 557,054 shares are owned by trusts for the benefit of Linda Shaw’s children, of which trusts Deborah Shaw and Bruce Goodman areco-trustees. The address for Linda Shaw is Shepherd Kaplan LLC c/o Bruce Goodman, 125 Summer Street, Boston, MA 02110.

(6)

Based on a Schedule 13G filed with the SEC on February 10, 2014 by Dimensional Fund Advisors LP, an investment advisor that furnishes investment advice to four investment companies and serves as an investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may also act as advisors orsub-advisors to certain of the Funds. In its role as investment advisors,sub-advisor and/or manager, neither Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over securities that are owned by the Funds. Dimensional may be deemed to be the beneficial owner of the shares held by the Funds through Dimensional, but all shares are owned by the Funds and Dimensional disclaims beneficial ownership of such shares.

(7)

Based on a Schedule 13G filed with the SEC on February 14, 2014 by Archer Capital Management, L.P. (“Archer”), as the investment manager to certain private investment funds, Canton Holdings, L.L.C. (“Canton”), as the general partner of Archer, Joshua A. Lobel (“Lobel”), an individual, as a principal of Canton, and Eric J. Edidin (“Edidin”), an individual, as a principal of Canton. According to the Schedule 13G, Canton, Archer, Lobel and Edidin have shared and dispositive power with respect to all 1,380,497 shares.

(8)

Includes (i) 5,749 shares held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which Deborah Shaw, Linda Shaw and a daughter of Deborah Shaw are directors, as to which shares Deborah Shaw may be deemed to have shared voting and investment power; (ii) 71,220 shares owned by Deborah Shaw as custodian under the California Uniform Transfers to Minors Act for the benefit of her children; (iii) 63,956 shares owned by Deborah Shaw, Bruce Goodman (a director of the Company) and Linda Shaw (Deborah Shaw’s sister) as trustees of a trust for the benefit of the children of Linda Shaw, as to which shares Deborah Shaw may be deemed to have shared voting and investment power; and (iv) 557,054 shares owned by Deborah Shaw and Bruce Goodman as trustees of a trust for the benefit of Linda Shaw’s children, as to which shares Deborah Shaw may be deemed to have shared voting and investment power. The inclusion of the shares in clauses (i), (ii), (iii) and (iv) is not an admission of beneficial ownership of those shares by Deborah Shaw. Does not include 23,019 shares owned by Deborah Shaw’s husband; (b) 34,584 shares owned by the Deborah Shaw’s husband as custodian for children of Deborah Shaw; and (c) 391,243 shares held by Deborah Shaw’s husband and his sister asco-trustees for the benefit of Deborah Shaw’s children.

(9)

Includes (i) 1,052,583 shares owned by Jerome Shaw and his wife as trustees of a trust for the benefit of one of their children, as to which shares Jerome Shaw may be deemed to have shared voting and investment power; and (ii) 27,299 shares held under the Company’s 401(k) plan. The inclusion of the shares in (i) is not an admission of beneficial ownership of those shares by Jerome Shaw. Does not include 9,825 shares owned by Jerome Shaw’s wife individually or 12,750 shares owned by Family Foundation.

(10)

Includes 54,054 shares owned by Lloyd Frank, Steven Shaw (a former director of the Company), Michael Shaw and sons of Jerome Shaw as trustees of a trust for the benefit of two grandchildren of Jerome Shaw, as to which shares Lloyd Frank may be deemed to have shared voting and investment power. This inclusion of the shares is not an admission of beneficial ownership of those shares by Lloyd Frank. Does not include 3,793 shares owned by Lloyd Frank’s wife individually.

(11)

Includes (i) 1,500 shares owned by Bruce Goodman as trustee of a trust for the benefit of his one of his children; (ii) 63,956 shares owned by Bruce Goodman, Linda Shaw (his wife), and Deborah Shaw (a director of the Company) as trustees of trusts for the benefit of the children of Linda Shaw, as to which shares Bruce Goodman may be deemed to have shared voting and investment power; and (iii) 557,054 shares owned by Bruce Goodman and Deborah Shaw as trustees of a trust for the benefit of Linda Shaw’s children, as to which shares Bruce Goodman may be deemed to have shared voting and investment power. The inclusion of the shares in clauses (i), (ii) and (iii) is not an admission of beneficial ownership of those shares by Bruce Goodman. Does not include (a) 1,321,390 shares owned by Bruce Goodman’s wife individually.

(12)	Includes (i) 1,075.55 shares held for Ronald Kochman’s benefit under the Company’s 401(k) plan and (ii) 80,000 shares that are subject to transfer restrictions.

(13)	Consists of 30,000 shares that are subject to transfer restrictions.

(14)	Includes 125 shares held under the Company’s 401(k) plan.

The following table sets forth certain information, as at November 3, 2013, with respect to our equity compensation plans:

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders
1995Non-Qualified Stock Option Plan			7,500			$	18.81				—	(a)
2006 Incentive Stock Plan			557,484			$	6.65				900,850
Equity compensation plans not approved by security holders
Total			564,984			$	6.81				900,850

(a)	Our 1995Non-Qualified Stock Option Plan terminated on May 16, 2005 except for options previously granted under the plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Review of Transactions with Related Party Transactions

The Board has adopted a written policy regarding the review and approval of transactions involving certain persons that SEC regulations require to be disclosed in proxy statements, which are commonly referred to as “related person transactions.” A “related person” is defined under the applicable SEC regulation and includes our directors, executive officers, nominees for director and beneficial owners of 5% or more of our common stock. Under the written policy, the Audit Committee is responsible for reviewing and approving any related person transactions, and will consider factors it deems appropriate including:

During fiscal 2006, 2005years 2013, 2012 and 2004,2011, the Company paid or accrued $0.9$2.5 million, $0.8$4.3 million, and $1.9$4.3 million respectively, to theTroutman Sanders LLP, a law firms offirm at which Lloyd Frank, a director of the Company, is or was of counsel,Senior Counsel, for services rendered to the Company and expenses reimbursed.

In October 2006, the Company purchased 300,000 shares (adjusted for the Company’s January 2007 stock split in the form of a stock dividend) of Common Stock from the Estate of William Shaw at a price of $26.50 per share, for a total of $7,950,000. The Company intends to use these shares to fund awards under the Volt Information Sciences, Inc. 2006 Incentive Stock Plan. The shares were purchased at a price below the price at which the Company’s Common Stock was then being traded on the New York Stock Exchange. The decision to make the purchase was made by the Board of Directors which delegated negotiation of the price to senior management of the Company.

In fiscal 2006, the Company advanced $162,400 directly to the attorneys for Mr. Thomas Daley, an executive officer of the Company ($95,800 of which had been reported in the Company’s proxy statement for its 2006 annual meeting). In fiscal 2006, the Company also paid $336,100 for legal fees of the independent counsel to the Audit Committee of the Company ($260,000 of which had been reported in the Company’s proxy statement for its 2006 annual meeting).

From time to time the Company has employed, and will continue to employ, relatives of executive officers, as well as relatives of other full time employees, during the summer months and in its Staffing Solutions Group.employees. The Company believes that it has always employed, and will continue to employ, those individuals on the same terms that it employs unrelated individuals and for a compensation that is less than the amount specified in Item 404 ofRegulation S-K.

Report With Respect

Independent Directors; Executive Sessions of the Board

The Board has determined that Theresa A. Havell, Mark N. Kaplan, Bruce G. Goodman, Deborah Shaw and William H. Turner meet the current independence requirements under the listing standards of the NYSE. The Board made these determinations based primarily upon a review of the responses of directors to Executive Compensation Determinations

The following reportBoard has also determined that Lloyd Frank meets the current independence requirements under the listing standards of the NYSE. The Company has retained Troutman Sanders LLP, or other law firms at which Lloyd Frank, a director of the Company, is or was counsel, since 1962 to review and advise the Company with respect to its legal position on numerous matters. These firms have also rendered professional services to the Company’s compensation policiesestate of William Shaw, Jerome Shaw, Deborah Shaw, and Bruce Goodman and his spouse that were and are billed directly, principally for trust and estate and tax advice principally by attorneys other than Mr. Frank. The fees paid by the Company to Troutman Sanders LLP with respect to services rendered during fiscal year 2013, exclusive of disbursement reimbursement, represented less than 2% of the firm’s consolidated gross revenues during the firm’s 2013 fiscal year and were not material to the firm, which has approximately 620 attorneys. Mr. Frank is deemed to beneficially own less than 1% of the outstanding shares of our common stock. Mr. Frank has no other interests that preclude him from being independent under the NYSE’s criteria for service on the Board. The Board has determined that, in its judgment, such relationships did not interfere with Mr. Frank’s exercise of his independent judgment and that he meets the current independence requirements applicable to the determinationindependent directors under rules of the compensationNYSE to serve on the Board.

Thenon-management directors have held executive sessions. In accordance with the listing standards of the Company’sNYSE, these sessions are intended to promote open discussion amongnon-management directors. Mark N. Kaplan has been chosen by thenon-management directors to preside at these sessions.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Principal Accountant Fees

Our Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal years ended November 3, 2013, October 28, 2012 and October 30, 2011. We incurred the following fees to Ernst & Young LLP for fiscal years 2011, 2012 and 2013 (in thousands):

Audit fees are for professional services rendered for the audit of the annual financial statements and the review of interim financial statements included in Annual Reports onForm 10-K and Quarterly Reports onForm 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. The amounts presented include costs associated with the restatement of $0, $19,785,000 and $2,765,000 for fiscal years 2013, 2012 and 2011, respectively.

Audit-related fees are for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

Tax fees include fees for services provided in connection with tax compliance, planning and reporting.

All other fees represent fees for products and services other than the services described above.

The Audit Committee has considered whether the provision of thenon-audit services described above is compatible with maintaining Ernst & Young LLP’s independence and has determined that such services are compatible with maintaining Ernst & Young LLP’s independence.

Pre-Approval Policy

Pursuant to the Audit Committee’spre-approval policy, it is responsible forpre-approving all audit and permittednon-audit services to be performed for us by our independent auditors. The Audit Committee may delegatepre-approval authority to one or more of its members, and such member or members must report allpre-approval decisions to the Audit Committee at its next scheduled meeting. All audit andnon-audit services for fiscal year 2013, 2012 and 2011 werepre-approved by the Audit Committee.

SECTION 16(a) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

Under SEC rules, our Directors, executive officers forand holders of more than 10% of our stock, if any, are required to file with the SEC reports of holdings and changes in beneficial ownership of Company stock. We have reviewed copies of these SEC reports as well as other records and information. Based on that review, we believe that all reports were timely filed during fiscal 2006year 2013.

ITEMS OF BUSINESS TO BE ACTED ON AT THE ANNUAL MEETING

Item 1. Election of Directors

The persons listed below, each of whom is presentedcurrently a Director of the Company, have been nominated by the Compensation Committee.

Executive Compensation. Compensation of executive officers is currently comprised of base compensation and bonuses.

All determinations as to the compensation of an executive officer who is also a member of the Board, of Directors are made on an individual basis by the Compensation Committee after consultation with senior management or by the Board of Directors on the recommendation of the Nominating and Corporate Governance Committee, for election to either a one year term that will expire at the 2015 Annual Meeting or for atwo-year term that will expire at the 2016 Annual Meeting or until their successors are elected and qualify. The Company’s By-Laws provide for a classified board in two groups, and thus the directors nominated for a one-year term will be in the first class, and those nominated for a two-year term will be in the second class. Each nominee listed below has agreed to serve his or her respective term. If any Director is unable to stand for election, the individuals named as the proxies have the right to designate a substitute. If that happens, shares represented by proxies may be voted for a substitute Director.

The Board recommends that you vote FOR each of the following nominees:

Unless you specify otherwise, the Board intends the accompanying proxy to be voted for these nominees.

Biographical information about these nominees can be found on pages 6 through 8 of this Proxy Statement.

Item 2. Proposal to Approve, on an Advisory Basis, the Executive Compensation Committee.Program for the Company’s Named Executive Officers

Under the rules of the SEC, the Company is required to provide its shareholders with the opportunity to cast an advisory vote on the executive compensation program for the Company’s named executive officers. This proposal is frequently referred to as a “say-on-pay” vote. The Company’s executive compensation program is intended to attract, motivate and reward the executive talent required to achieve our corporate objectives and increase shareholder value. We believe that our executive compensation program is both competitive and focused on pay for performance principles, and provides an appropriate balance between risk and rewards.

Our executive compensation program is described in the Compensation Discussion and Analysis (“CD&A”), related compensation tables and other narrative executive compensation disclosures required by the disclosure rules of the SEC, all of which are found in this Proxy Statement. In making its decisions asparticular, the CD&A, beginning on page 13 of this Proxy Statement, describes the Company’s executive compensation program in detail, and we encourage you to base salary,review it.

Since the vote on this proposal is advisory, it is not binding on the Company. Nonetheless, the Compensation Committee, gives effect towhich is responsible for approving the executive’s performanceoverall design and responsibilities, inflationary trends and other subjective factors, without ascribing specific weights to these factors. Bonuses are based upon the Company’s, a segment’s or a division’s performance, as well as the executive’s overall performance, contribution toward the Company’s profitability, meeting corporate objectives and, inadministering certain instances, meeting specific corporate goals or completing specific programs or projects. The compensation (salary and bonuses) of executive officers who are not membersaspects of the Board of Directors is determined by senior management utilizing similar subjective criteria.

In fiscal 2006,executive compensation program, will take into account the Compensation Committee approved all executive officer bonuses.

14

The Company has utilized stock options to provide long-term incentive compensation to key employees, including executive officers,outcome of the Company and its subsidiaries.

Co-Chief Executive Officer Compensation.vote when making future executive compensation decisions. The annual compensation of William Shaw,Board recommends that you approve the Company’s former co-Chief Executive Officer, was fixed under the terms of his Employment Agreement with the Company (discussed under “Executive Remuneration — Employment and Termination Agreements,” above).

The annual compensation of Steven A. Shaw, the Company’s current Chief Executive Officer, was increased by $50,000 to $355,000 when he was appointed tofollowing resolution that position in March 2006 and was increased again to $520,000 effective June 12, 2006, is subject to increases and additional compensation, including bonus, from time to time,will be submitted for a shareholder vote at the discretion of the Board of Directors. The most recent salary increase was based upon an executive compensation report prepared by the Company’s Vice President, Human Resources, at the request of the Compensation Committee. The report contained an analysis and recommendation on compensation of chief executive officers of the Company’s competitors, and included base salary and bonus data for chief executive officers2014 Annual Meeting in the staffing services industry as well as for some companies of approximately the same size as the Company, as well as other data.

Certain Tax Legislation. Section 162(m) of the Internal Revenue Code of 1986 (“Section 162(m)”) precludes a public company from taking a federal income tax deduction for annual compensation in excess of $1,000,000 paid to either of the Company’s co-chief executive officers or any of the Company’s four other most highly compensated executive officers. Certain “performance based compensation” is excluded from the deduction limitation. All of the fiscal 2006 compensationsupport of the Company’s executive officers is tax deductible. Options previously granted bycompensation program:

RESOLVED, that the Board are not deemed “performance based compensation” under Section 162(m). Therefore, the difference between the market value of the Company’s Common Stock underlying those stock options at the date of their exercise and the exercise price of the options will be taken into account in determining whether the $1,000,000 Section 162(m) limitation is exceeded.

15

Shareholder Return Performance Graph

The Company’s Common Stock has been listed on the New York Stock Exchange since May 7, 1997. The following graph compares the cumulative total shareholder return to holders of the Company’s Common Stock with (a) the New York Stock Exchange Stock Market Index and (b) securities of companies traded on the New York Stock Exchange having market capitalizations that are within 5% of the market capitalization of the Company’s Common Stock as at the end of the Company’s latest fiscal year-end (this peer group has been historically selected by the Company because the Company has operated in four diverse business segments). The comparison assumes $100 was invested on November 4, 2001 in the Company’s Common Stock and in each of the comparison groups, and assumes reinvestment of dividends (the Company paid no dividends during the periods):

COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, and the regulations thereunder require the Company’s executive officers and directors, and persons who beneficially own more than 10% of the Company’s Common Stock, to file initial reports of ownership, and reports of changes of ownership, of the Company’s equity securities with the SEC and furnish copies of those reports to the Company. Based solely upon a review of the copies of the reports furnished to the Company to date and representations that no reports were required, the Company believes that all reports required to be filed by such persons with respect to the Company’s fiscal year ended October 29, 2006 were timely filed, except for one Form 4 filed late for Howard B. Weinreich.

16

RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors of the Company has, subject to shareholder ratification, selected Ernst & Young as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending October 28, 2007. Ernst & Young did not render consulting services to the Company during the Company’s 2006 fiscal year.

Audit Fees

Audit fees billed by Ernst & Young for its audits of the annual financial statements of the Company and its subsidiaries for fiscal 2005, the audit of the Company’s internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act and for its reviews of the financial statements included in Quarterly Reports on Form 10-Q filed with the SEC for that year aggregated $4,157,500. For fiscal 2006 audit fees aggregated $4,830,000. The Company did not, prior to filing this definitive proxy statement with the SEC, receive a final bill for audit fees from Ernst & Young. In accordance with the FAQ issued by the Office of the Chief Accountant of the SEC dated January 16, 2001 (superseded on other issues by the Application of the SEC’s Rules on Auditor Independence (December 13, 2004)), the Company has asked Ernst & Young for the amount that is expected to be billed for such services, and Ernst & Young has replied that it expects to bill the Company approximately an additional $800,000. The Company has not yet received nor reviewed any supporting documentation for these charges.

Audit-Related Fees

Audit-related fees for services rendered in connection with employee benefit plans and other accounting consultations for fiscal 2005 were $319,200 and for fiscal 2006 were $336,600.

Tax Fees

The aggregate fees billed by Ernst & Young for tax compliance, tax advice and tax planning for the years ended October 30, 2005 and October 29, 2006 were $152,200 and $127,100, respectively.

Anticipated Attendance by Ernst & Young at the Annual Meeting

Ernst & Young has indicated to the Company that it intends to have a representative present at the Annual Meeting who will have the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

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APPROVAL OF THE ADOPTION BY THE BOARD OF DIRECTORS OF THEVOLT
INFORMATION SCIENCES, INC. 2006 INCENTIVE STOCK PLAN

On September 6, 2006 the Company’s Board of Directors unanimously adopted the Volt Information Sciences, Inc. 2006 Incentive Stock Plan which was amended and restated on January 8, 2007 (the “Plan”). The Board of Directors is recommending that shareholders approve the Plan, which is designed to provide expanded equity compensation opportunities for employees and non-employee directors of the Company and any 50 percent or more owned subsidiaries (collectively referred to as the “Company” in this Proposal Three) who are selected to receive awards under the Plan (sometimes referred to as “participants” below).

The following summary of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit A to this Proxy Statement and is incorporated herein by reference.

Purpose of the Plan

The Plan permits the grant of Incentive Stock Options (“ISOs”), Non-Qualified Stock Options (“NQSOs”), Restricted Stock and Restricted Stock Units to employees of the Company and its subsidiaries; and NQSOs, Restricted Stock and Restricted Stock Units to non-employee directors. The purpose of the Plan is to promote the success of the Company and its subsidiaries by providing incentives to employees and non-employee directors that will promote the identification of their personal interest with the long-term financial success of the Company and with growth in shareholder value. The Plan is designed to provide flexibility to the Company and its subsidiaries, in its ability to motivate, attract, and retain the services of employees and non-employee directors upon whose judgment, interest, and effort the successful conduct of its operations is largely dependent.

Description of the Plan

Plan Term.The Plan became effective on September 6, 2006 (the “Effective Date”), subject to the approval by vote of shareholders of the Company and, if approved, will expireapprove, on September 5, 2016 except with respect to awards made prior to, and outstanding on, that date which will remain valid in accordance with their terms. Awards of ISOs, NQSOs and Restricted Stock Units may be granted underan advisory basis, the Plan on or after the Effective Date of the Plan and prior to the date of shareholder approval of the Plan, provided, however, that if granted prior to the date of shareholder approval of the Plan, each such award will be expressly subject to the approval of the Plan by vote of shareholders of the Company, and if such shareholder approval is not obtained, the Plan and all such awards previously granted under the Plan will terminate and become null and void. No awards have been granted under the Plan as of the date hereof.

Administration.     With respect to awards to employees, the Plan will be administered by a committee of the Board of the Directors (the “Committee”) which will consist of at least two persons, each of whom will be a non-employee director as defined in Rule 16b-3, as amended, under the Securities Exchange Act of 1934, as amended, or any similar or successor rule, and “outside directors” within the meaning of Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise determined by the Board of Directors, with respect to awards to employees, the Committee will consist of the Compensation Committee of the Board of Directors. Unless otherwise determined by the Board of Directors, with respect to awards to non-employee directors, the Committee will consist of the entire Board of Directors of the Company. References to the Committee herein are intended to mean the applicable Committee (that is, the Compensation Committee in connection with determinations involving awards to employees and the Board of Directors in connection with determinations involving awards to non-employee directors).

The Committee will have the authority to grant awards under the Plan, from time to time, to such employees and/or non-employee directors as may be selected by the Committee. Each award will be

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evidenced by an agreement. In addition, the Committee will have the following specific powers: to determine the terms and conditions upon which the awards may be made, exercised and paid; to determine all terms and provisions of each award agreement, which need not be identical; to construe and interpret the award agreements and the Plan; to establish, amend, or waive rules or regulationsexecutive compensation program for the Plan’s administration; to accelerate the exercisability of any award or the termination of any period of restriction or other restrictions imposed under the Plan; to change performance goals (subject to limitations under Section 162(m)(4)(C) of the Code for awards that are intended to qualifyCompany’s named executive officers as performance-based compensation thereunder); and to make all other determinations and take all other actions necessary or advisable for the administration of the Plan. All determinations and decisions made by the Committeedisclosed pursuant to the provisionsrules of the Plan will be final, conclusiveSEC, including the Compensation Discussion and binding.

The number of shares subject to each outstanding award, the option price for options,Analysis, compensation tables and the annual limits on and the aggregate number and class of shares for which awards thereafter may be made will be proportionately, equitably and appropriately adjusted, as the Committee in its sole and absolute discretion deems appropriate, to retain the economic value or opportunity to reflect such events as stock dividends, stock splits, recapitalizations, mergers, consolidations, or reorganizations of or by the Company.

Eligibility. Only employees and non-employee directors of the Company and its subsidiaries are eligible to receive awards under the Plan. The Committee or the Board of Directors will determine which employees will participateother narrative executive compensation disclosures included in the Plan and will determine the terms of any grants to employees and non-employee directors. As of February 16, 2007 there were approximately 400 employees and 6 non-employee directors who would be eligible to participate in the Plan.Proxy Statement for this Annual Meeting.

Shares Available for Grants. The maximum number of shares of the Company’s Common Stock available for issuance under the Plan is 1,500,000. If any award granted terminates, expires, lapses, or is forfeited for any reason, the shares of Common Stock subject to such award will be available for future awards. In addition, if the exercise price for a stock option is paid using previously acquired shares of Common Stock, the number of shares of Common Stock available for future awards under the Plan will be reduced only by the net number of new shares of Common Stock issued upon the exercise of the option. Similarly, if shares of Common Stock are surrendered by a participant as full or partial payment of withholding taxes, or if the number of shares of Common Stock otherwise deliverable is reduced for payment of withholding taxes, the number of shares of Common Stock surrendered or withheld will again be available for future awards under the Plan.

Annual Limits on Awards. Under the Plan, there are limits on the number of shares of Common Stock with respect to which awards may be made to any one individual in any calendar year as follows: stock options: 100,000 shares; restricted stock: 100,000 shares; and restricted stock units: 100,000 units.

Section 162(m) Performance-Based Awards. Awards may be granted that do or do not qualify as “performance-based compensation” under Section 162(m) of the Code.

Under Section 162(m), compensation paid to the Chief Executive Officer, the Chief Financial Officer and any other executive officer reported in the summary compensation table in a tax year is not deductible if it exceeds $1,000,000 unless it is “performance-based” compensation. Stock options are deemed to be performance-based compensation if the exercise price of the options to which the award relates is at least equal to fair market value of those shares on the date of the award and if the maximum number of shares available for awards is disclosed to and approved by shareholders. Awards of Restricted Stock and Restricted Stock Units under the Plan may be performance-based compensation if earning of such awards is based on achievement of objective performance goals set by a Committee and the material terms of the compensation or benefit to be paid, including the performance goals that may be used and the maximum that may be paid to any employee, are disclosed to and approved by shareholders before payment. In the case of such awards, the Committee must determine and certify the extent to which the applicable performance goals and any other material terms are, in fact, satisfied.

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The performance goals for Section 162(m) performance-based compensation with respect to the Plan will be determined by the Committee from the list of available performance measures (defined as “Performance Goals”) specified in the Plan; may be equal to, less than, or more than one year and may not be the same for all participants; may relate to performance of a subsidiary, division, strategic business unit or line of business; or may be based on the performance of the Company generally.

Performance Goals under the Plan.The Committee may, but is not limited to, adopt some or all of the following performance goals:

Performance goals may include a threshold level of performance below which no payment or vesting may occur, levels of performance at which specified payments or specified vesting will occur and a maximum level of performance above which no additional payment or vesting will occur. Performance goals may be absolute in their terms or measured against or in relationship to a market index; a group of other companies comparably, similarly, or otherwise situated; or a combination thereof. Each of the performance goals will be determined, where applicable and except as provided above, in accordance with generally accepted accounting principles. Once performance goals are established for an award, the Committee may adjust the evaluation of performance for certain significant events outlined in the plan, subject to any limitations under Section 162(m) of the Code for awards intended to be “performance-based” compensation for Section 162(m) purposes.

Generally, under the design of the Plan, all awards of stock options qualify as performance-based compensation. In addition, the Plan has been designed to enable any other award granted by the Committee, to the extent it so elects in establishing the award terms, to qualify as performance-based compensation.

Option Awards.The Committee may grant an employee either an ISO or a NQSO and may grant a non-employee director an NQSO. The Committee has complete discretion in determining the number of shares of Common Stock subject to options granted to each participant, provided, however, that (i) no participant may be granted options in any calendar year for more than One Hundred Thousand (100,000) shares, (ii) the aggregate fair market value (determined in accordance with the Plan at the time the award is made) of shares with respect to which any participant may first exercise ISOs granted under the Plan during any calendar year may not exceed $100,000 or such amount as will be specified in Section 422 of the Code and rules and regulations thereunder, (iii) no ISO may be granted on or following the tenth anniversary of the earlier of the Effective Date of the Plan or the date of shareholder approval of the Plan, and (iv) no ISO may be granted to a non-employee director.

The exercise price per share of Common Stock covered by an option (“Option Price”) will be determined by the Committee subject to the following limitations: The Option Price will not be less than 100% of the fair

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market value (generally the closing market price) of such Common Stock on the date of grant of the option. In addition, in order for an option to be an ISO where an Option is granted to an employee who, at the time of grant, owns (within the meaning of Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, the Option must have an Option Price which is at least equal to 110% of the fair market value of the Common Stock on the date of grant.

Each option will expire at such time as the Committee will determine at the time of grant, provided, however, that no ISO will be exercisable after the expiration of ten years from its date of grant (unless on that day the exchange on which the Common Stock then trades is closed, in which case those options will expire on the next day on which such exchange is open). In addition, in order for an option to be an ISO where an option is granted to an employee who, at the time of grant, owns (within the meaning of Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, the option must not be exercisable after the expiration of five years from its date of grant.

Subject to the Committee’s determination, the Option Price of any option may be paid in cash, by delivery of previously held or owned Company shares valued at fair market value at the time of exercise, through an approved “cashless exercise,” or by delivery of a promissory note (in the Committee’s discretion and subject to restrictions and prohibitions of applicable law), or by a combination of these methods.

Restricted Stock.The Committee will have complete discretion in determining the number of shares of Restricted Stock granted under the Plan to employees and non-employee directors, provided, however, that no participant may be granted more than One Hundred Thousand (100,000) shares of Restricted Stock in any calendar year. Participants receiving Restricted Stock awards are not required to pay the Company therefor (except for applicable tax withholding) other than the rendering of services. As determined by the Committee, shares of Restricted Stock may be issued in book-entry or electronic form or in certificated form. Unless otherwise determined by the Committee, custody of shares of Restricted Stock in certificated form will be retained by the Company or held in escrow by an escrow agent selected by the Committee until the termination of the period of restriction pertaining thereto.

Each Restricted Stock award will be evidenced by an agreement that will specify the period of restriction (the “Period of Restriction”), the number of shares of Restricted Stock granted, and the applicable restrictions (whether service-based restrictions, with or without performance acceleration, and/or performance-based restrictions) and such other provisions as the Committee will determine. Shares of Restricted Stock covered by each Restricted Stock award made under the Plan will become freely transferable by the participant after the last day of the Period of Restriction and, where applicable, after a determination of the satisfaction or achievement on any applicable performance goal(s) by the Committee.

Unless otherwise provided in the agreement, holders of Restricted Stock will have voting rights with respect to the shares of Common Stock which are Restricted Stock.

Unless otherwise provided in the agreement (which may or may not provide for the accumulation and payment of dividends and other distributions made in cash or property other than shares until the shares of Restricted Stock to which the dividends and other distributions relate vest), during the Period of Restriction, participants entitled to or holding shares of Restricted Stock granted under the Plan will be entitled to receive all dividends and other distributions made in cash or property other than shares with respect to those shares of Restricted Stock. If any dividends or distributions are paid in shares, such shares will be subject to the same restrictions on transferability and the same rules for vesting, forfeiture, and custody as the shares of Restricted Stock with respect to which they were distributed.

In the event that the specified performance goal(s) are not satisfied within the time period established by the Committee, the shares of Restricted Stock which were awarded subject to the satisfaction of such performance goal(s) will be automatically forfeited and returned to the Company. However, in the case

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of an award not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee may waive all or any part of the performance goal(s) and provide for vesting of the award on such basis as it deems appropriate.

Restricted Stock Units.The Committee will have complete discretion in determining the number of Restricted Stock Units granted under the Plan (with one Restricted Stock Unit representing one share of Common Stock) to such employees and non-employee directors and in such amounts as it will determine, provided, however, that no participant may be granted more than One Hundred Thousand (100,000) Restricted Stock Units in any calendar year. Participants receiving Restricted Stock Unit awards are not required to pay the Company therefor (except for applicable tax withholding) other than the rendering of services.

Each Restricted Stock Unit award will be evidenced by an agreement that will specify the period of restriction (the “Period of Restriction”), the number of Restricted Stock Units granted, and the applicable restrictions (whether service-based restrictions, with or without performance acceleration, and/or performance-based restrictions) and such other provisions as the Committee will determine.

Holders of Restricted Stock Units will not have the right to vote the shares of Common Stock represented by the Restricted Stock Units. Unless otherwise provided in the agreement (which may or may not provide for the current payment, or for the accumulation subject to the same restrictions, vesting, forfeiture, and payment as the Restricted Stock Units to which they are attributable, of dividends and other distributions made in cash or property other than shares of Common Stock), during the Period of Restriction, participants holding Restricted Stock Units will have no rights to dividends and other distributions made in cash or property other than shares of Common Stock which would have been paid with respect to the shares of Common Stock represented by those Restricted Stock Units if such shares of Common Stock were outstanding. Unless otherwise provided in the agreement, if any deemed dividends or other distributions would be paid in shares of Common Stock, such shares of Common Stock will be considered to increase the participant’s Restricted Stock Units with respect to which they were declared based on one share of Common Stock equaling one Restricted Stock Unit. In addition, unless otherwise provided in the agreement, during the Period of Restriction, any such deemed dividends and other distributions for which rights are provided but which are not paid currently will be deemed converted to additional Restricted Stock Units based on the fair market value of a share of Common Stock on the date of payment or distribution of the deemed dividend or distribution.

Subject to the provisions of the agreement, upon the lapse of restrictions with respect to a Restricted Stock Unit, the participant is entitled to receive, without any payment to the Company (other than required tax withholding amounts), an amount equal to the product of multiplying (i) the number of shares of Common Stock with respect to which the restrictions lapse by (ii) the fair market value per share of Common Stock on the date the restrictions lapse (such amount, the “RSU Value”).

The agreement may provide for payment of the RSU Value at the time of vesting or, on an elective or non-elective basis, for payment of the RSU Value at a later date, adjusted (if so provided in the agreement) from the date of exercise based on an interest, dividend equivalent, earnings, or other basis (including deemed investment of the RSU Value in shares) set out in the agreement. The Committee is expressly authorized to grant Restricted Stock Units which are deferred compensation covered by Section 409A of the Internal Revenue Code, as well as Restricted Stock Units which are not deferred compensation covered by Section 409A of the Code.

In the event that the specified performance goal(s) are not satisfied within the time period established by the Committee, the Restricted Stock Units which were awarded subject to the satisfaction of such performance goal(s) will be automatically forfeited and returned to the Company. However, in the case of an award not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee may waive all or any part of the performance goal(s) and provide for vesting of the award on such basis as it deems appropriate.

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Federal Income Tax Consequences of Options Granted under the Plan

The following is a brief summary of the federal income tax consequences relating to options granted under the Plan based upon the federal income tax laws in effect on the date hereof (other than the compensation deduction limit under Section 162(m) of the Code that is described above). This summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign tax consequences.

ISOs. A participant who receives an ISO will not be subject to taxation at the time of grant or exercise (if exercised not more than three months, or one year if the participant is disabled, after ceasing to be an employee of the Company), nor will the Company be entitled to a deduction for federal income tax purposes at such times. However, the excess of the fair market value of shares on the date of exercise over the Option Price is a tax preference item for purposes of determining a participant’s alternative minimum tax. If an ISO is exercised more than three months, or one year if the participant is disabled, after ceasing to be an employee of the Company, the option will be treated as an NQSO for federal income tax purposes.

A disposition of the shares acquired on exercise of an ISO after the expiration of the required holding period at a gain will generate long-term capital gain in the year of disposition, and the Company will not be entitled to a deduction for federal income tax purposes. A disposition of the shares acquired on exercise of an ISO prior to the expiration of the applicable holding period (a disqualifying disposition) will subject the participant to taxation as ordinary compensation income in the year of disposition in an amount equal to the excess of the fair market value of shares on the date of exercise over the Option Price (or, if less, the excess of the amount realized on the disposition over the Option Price), and the Company generally will be entitled to a corresponding deduction for federal income tax purposes at that time. The applicable holding period is the longer of two years from the date of grant or one year from the date of exercise. A participant’s basis in the shares acquired on exercise of an ISO is equal to the exercise price paid plus any amount includible in income as a result of a disqualifying disposition.

NQSOs. An NQSO award results in no taxable income to the participant receiving the award or deduction to the Company at the time of grant. A participant who exercises an NQSO will realize ordinary compensation income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price. The Company generally will be entitled to a corresponding deduction for federal income tax purposes at that time.

Change in Control

In the event of a Change in Control (as defined in the Plan) of the Company, the Committee, as constituted before such Change in Control, in its sole discretion may, as to any outstanding award, either at the time the award is made or any time thereafter, take any one or more of the following actions: (i) provide for the acceleration of any time periods relating to the exercise or realization of any such award so that such award may be exercised or realized in full on or before a date initially fixed by the Committee; (ii) provide for the purchase or settlement of any such award by the Company, with or without a participant’s request, for an amount of cash equal to the amount which could have been obtained upon the exercise of such award or realization of such participant’s rights had such award been currently exercisable or payable; (iii) make such adjustment to any such award then outstanding as the Committee deems appropriate to reflect such Change in Control; or (iv) cause any such award then outstanding to be assumed, or new rights substituted therefor, by the acquiring or surviving corporation in such Change in Control.

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Modification, Extension, and Renewals of Awards

Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify, extend, or renew outstanding awards and may modify the terms of an outstanding agreement, provided that the exercise price of any award may not be lowered other than pursuant to provisions of the Plan which allow equitable and appropriate adjustments as the Committee in its sole discretion deems appropriate to reflect certain events. In addition, the Committee may accept the surrender of outstanding awards granted under the Plan or outstanding awards granted under any other equity compensation plan of the Company and authorize the granting of new awards pursuant to the Plan in substitution therefor so long as the new or substituted awards do not specify a lower exercise price (if the awards contain an exercise price) than the surrendered awards or awards and are not of a different type (with ISOs and NQSOs collectively being one type and all other awards being a different type), and otherwise, the new awards may specify a longer term than the surrendered awards or awards, may provide for more rapid vesting and exercisability than the surrendered awards or awards, and may contain any other provisions that are authorized by the Plan. Notwithstanding the foregoing, however, no modification of an award will, without the consent of the participant, adversely affect the rights or obligations of the participant.

Amendment, Modification, and Termination of the Plan

At any time and from time to time, the Board of Directors may terminate, amend, or modify the Plan. Such amendment or modification may be without shareholder approval except to the extent that such approval is required by the Code, the rules and regulations of the exchange on which the Company’s shares are listed, or pursuant to any other applicable laws, rules or regulations. No termination, amendment, or modification of the Plan, other than pursuant to the Plan, will in any manner adversely affect any award theretofore granted under the Plan, without the written consent of the participant.

Governing Law

The Plan has been adopted in New York, New York and all agreements thereunder will be deemed to have been entered into in New York, New York. The Plan, and all agreements thereunder, will be governed, construed, and administered in accordance with the laws of the State of New York applicable to contracts made and to be performed solely in the State of New York, and the intention of the Company is that ISOs granted under the Plan qualify as such under Section 422 of the Code. Any dispute under this Plan or under any agreement thereunder, will be adjudicated solely and exclusively in the Courts of the State of New York located in the borough of Manhattan, City and State of New York, and the Federal Court for the Southern District of New York, and no other Court will have jurisdiction of this Plan, any agreement issued under the Plan, any award issued under the Plan, or any dispute thereunder.

Unfunded Status of Plan

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments as to which a participant has a fixed and vested interest but which are not yet made to a participant by the Company, nothing contained herein will give any such participant any rights that are greater than those of a general unsecured creditor of the Company.

The Board of Directors’ current intention is to fund the Plan by purchasing shares of Common Stock on the open market. However, the Board of Directors may utilize authorized but unissued shares in its discretion to make awards under the Plan.

Termination of Employment or Service

Unless otherwise provided in the agreement pertaining to an award, in the event that a participant’s employment or service with the Company and its subsidiaries terminates for any reason, then the unvested portion of such award will automatically be forfeited to the Company.

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Non-Transferability

Except for certain permitted transfers to family members and trusts (other than with respect to ISOs), awards granted under the Plan generally may not be assigned, transferred, pledged or otherwise encumbered by a participant, other than by will or the laws of descent and distribution.

Required Vote and Recommendation

The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy will be required to adopt the Plan. TheYour Board of Directors recommends a vote “FOR”FOR the approval, on an advisory basis, of this item. Unless you specify otherwise, the Board intends the accompanying Proxy to be voted for this item.

Item 3. Vote, on an Advisory Basis, on How Often the Company Will Conduct an Advisory Vote on Executive Compensation

As described in Item 2 on page 36 of this Proxy Statement, under the rules of the Volt Information Sciences, Inc. 2006 Stock Incentive Plan. Abstentions and broker non-votes will have no effectSEC, the Company is required to provide shareholders with a “say-on-pay” vote, which is an advisory vote on the outcome ofexecutive compensation program for the vote on this proposal.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information as of February 12, 2007 with respect to the shares that may be issued under all of the Company’s existing equity compensation plans without regard to the Plan described in this proposal.

_________________

(1)     The Company’s 1995 Non-Qualified Stock Option Plan terminated on May 16, 2005 except for options previously granted thereunder.

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PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 30,000,000 to 120,000,000

General

Article Fourth of the Certificate of Incorporation currently authorizes 30,000,000 shares of Common Stock, par value $0.10 per share, and 500,000 shares of Preferred Stock, par value $1.00 per share. Of the 30,000,000 shares of Common Stock currently authorized, 23,480,103 shares of Common Stock were issued and outstanding as of February 16, 2007 and an additional 129,352 shares of Common Stock are currently reserved for issuance under the Company’s 1995 Non-Qualified Stock Option Plan. No shares of Preferred Stock are issued or outstanding.

The holders of the Company’s Common Stock are entitled to one vote per share on all matters submitted to a vote of the Company’s shareholders. In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefor, subject to preferential dividend rights, if any, on shares of the Company’s preferred stock. In the event of the dissolution, liquidation or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities of the Company and the preference amount distributable to the holders of the shares of preferred stock. The holders of Common Stock do not have any subscription, redemption or conversion rights, nor do they have any preemptive or other rights to acquire or subscribe for additional, unissued or treasury shares.

Proposed Amendment

On January 8, 2007, the Board of Directors unanimously adopted a resolution authorizing and approving an amendment, subject to stockholder approval, to Article Fourth of the Certificate of Incorporation to increase the authorized number of shares of Common Stock of the Company from 30,000,000 to 120,000,000. The proposed amendment will not change the number of outstanding shares of Common Stock or the par value of the authorized shares, but will provide the Board of Directors with the ability to issue additional shares of Common Stock as it determines to be necessary for proper corporate purposes and in the best interests of the Company.

Consideration in Support of the Proposal

The Board of Directors believes that the increase in the number of authorized shares from 30,000,000 to 120,000,000 will provide the Company with additional flexibility to issue additional shares of Common Stock to meet future business and financial needs and is, therefore, in the best interest of the Company’s shareholders. The additional shares of Common Stock may be used for various purposes, including the following:

Moreover, this increase could save the Company the expense and delay of having to hold a special shareholders’ meeting when a specific need arises. These shares of authorized Common Stock would be available for issuance in the future, from time to time, by action of the Board of Directors without shareholder approval, unless otherwise required by law or by a regulation of the New York Stock Exchange, where the Company’s Common Stock is listed. At this time, the Company has no current or proposed plans to issue any of the additional shares of Common Stock which are subject to this Proposal.

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The additional shares of Common Stock to be authorized by the proposed amendment to Article Fourth will have rights identical to the issued and outstanding shares of Common StockNamed Executive Officers of the Company. AdoptionThe rules of the proposed amendment and issuance of the additional shares of Common Stock will not affect the rights of the holders of issued and outstanding shares of Common Stock, except for effects incidental to increasing the number of shares of Common Stock outstanding. Existing shareholders will have no preemptive rights to purchase any shares of Common Stock issued in the future.

Other Considerations

The proposed increase in the authorized number of shares of Common Stock could be deemed to have an anti-takeover effect by discouraging an attempt by a third party to acquire control ofSEC also require the Company becauseto provide shareholders with the Company could issueopportunity to cast an advisory vote on whether the additional authorized sharessay-on-pay vote will occur every one, two or three years, or whether shareholders wish to abstain from this vote.

After careful consideration of Common Stock in an effort to dilute the share ownership of the person seeking to obtain control or increase the voting power of persons who would supportthis proposal, the Board of Directors in opposing the takeover attempt. However, the Board of Directors is not currently aware of any efforts to obtain control of the Company, and the proposal to increase the authorized number of shares of Common Stock is not in response to any such efforts.

Required Vote and Recommendation

The affirmativehas determined that an advisory vote of a majority of the of the issued and outstanding shares of the Company’s Common Stock in person or by proxy will be required to adopt this Proposal Three. Abstentions and broker non-votes will have the same effect as a vote against the proposal. The Board of Directors recommendson executive compensation that shareholders vote FOR the adoption to the proposed amendment to Article Fourth of the Certificate of Incorporation to increase the authorized number of shares of Common Stock from 30,000,000 to 120,000,000.

Although the Company believes that the material provisions of the amendment to the Certificate of Incorporation are set forth above, reference should be made to the text of the amendment, a copy of which is attached as Exhibit B to this Proxy Statement.

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MISCELLANEOUS

Cost of Soliciting Proxies

The cost of solicitation of Proxies, including the cost of reimbursing banks, brokerage houses andoccurs every other custodians, nominees and fiduciaries for their reasonable expenses in forwarding Proxy soliciting material to beneficial owners of Common Stock, will be borne by the Company. Proxies may be solicited without extra compensation by certain officers and regular employees of the Company by mail and, if determined to be necessary, by telephone, telegraph or personal interviews.

Householding

Shareholders who hold their shares in the name of their bank or broker and live in the same household as other shareholders may receive only one copy of this Proxy Statement. This practice is known as “householding.” If you hold your shares in your broker’s name and would like additional copies of these materials, please contact your broker. If you receive multiple copies and would prefer to receive only one, please contact your broker as well. The Company does not use householding for the copies of the proxy statement that it delivers to shareholders and will not begin householding without notice to its shareholders.

Indemnification Insurance

New York law permits a corporation to purchase insurance covering a corporation’s obligation to indemnify directors and officers and also covering directors and officers individually, subject to certain limitations, in instances in which they may not otherwise be indemnified by the corporation. The Company maintains insurance policies with various insurance companies covering reimbursement to the Company for any obligation it incurs as a result of indemnification of officers and directors and also covering indemnification for officers and directors individually in certain cases where additional exposure might exist. The policies expire May 1, 2007. The annual premium cost of the policies is $590,500.

Shareholder Proposals

From time to time shareholders may present for consideration at meetings of shareholders proposals which may be proper subjects for inclusion in the proxy statement and form of proxy distributed in connection with such meetings. In order to be so included, such proposals must be submitted in writing on a timely basis. Shareholder proposals intended to be included in the Company’s proxy statement and form of proxy to be used in connection with the Company’s 2008 Annual Meeting of Shareholders must be received by the Company by October 31, 2007. Any such proposals, as well as any questions relating thereto, should be directed to the Secretary of the Company, 560 Lexington Avenue, New York, New York 10022-2928.

The Company’s by-laws, as amended, require shareholders who intend to nominate directors or propose business at any annual meeting to provide advance notice of such intended action, as well as certain additional information, to the Company. Such notice and information must be timely received by the Secretary of the Company at 560 Lexington Avenue, New York, New York 10022-2928 not less than 120 nor more than 150 days prior to the anniversary date of the notice of the annual meeting of shareholders held in the immediately preceding year. However, in the event the date of the annual meeting is changed by more than 30 days from the one year anniversary date of the date the annual meeting was held in such immediately preceding year and less than 130 days informal notice to shareholders or other public disclosure of the date of the annual meeting in the current year is given or made, advance notice of nominations or business proposed by a shareholder must be received by the Company not later than the close of business on the tenth calendar day following the date on which formal or informal notice or public disclosure of the date of the annual meeting is mailed or otherwise first publicly announced,

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whichever first occurs. Copies of the by-law provision are available upon request made to the Secretary of the Company.

New York, New York
February 28, 2007

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EXHIBIT A

VOLT INFORMATION SCIENCES, INC.

2006 INCENTIVE STOCK PLAN

ARTICLE I

Establishment, Purpose, and Duration

        1.1Establishment of the Plan. Volt Information Sciences, Inc., a New York corporation (the “Company”), hereby establishes an incentive stock planmost appropriate alternative for the Company, and its Subsidiaries to be known as the “Volt Information Sciences, Inc. 2006 Incentive Stock Plan,” as set forth in this document. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein. The Plan permits the grant of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock and Restricted Stock Units to Employees and Non-Employee Directors.

        The Plan was adopted on September 6, 2006, and was subsequently amended and restated on January 8, 2007, bytherefore the Board of Directors ofrecommends that you vote for a two-year interval for the Company. The Plan shall become effectiveadvisory vote on September 6, 2006 (the “Effective Date”), subject to a delayed effective date for amendments thereafter adopted byexecutive compensation.

While this proposal is advisory and is not binding on the Company, the Board appreciates and values shareholders’ views on this issue, and believes that a biennial say-on-pay vote provides a high level of Directors of the Company and subject to the approval by vote of shareholders of the Company on or before September 5, 2007 in accordance with applicable laws. Awards of Incentive Stock Options, Non-Qualified Stock Options and Restricted Stock Units may be granted under the Plan on or after the Effective Date of the Plan and prior to the date of shareholder approval of the Plan, provided, however, that if granted prior to the date of shareholder approval of the Plan, each such Award shall be expressly subject to the approval of the Plan by vote of shareholders of the Company in accordance with applicable laws on or before September 5, 2007, and if such shareholder approval is not obtained, the Plan and all such Awards previously granted under the Plan shall terminate and become null and void.

        1.2Purpose of the Plan. The purpose of the Plan is to promote the success of the Company and its Subsidiaries by providing incentives to Employees and Non-Employee Directors that will promote the identification of their personal interest with the long-term financial success of the Company and with growth in shareholder value. The Plan is designed to provide flexibilityaccountability to the Company and its Subsidiaries, in its abilityshareholders while fostering a predictability appropriate to motivate, attract,a company our size. Most elements of our executive compensation program are reviewed and retain the services of Employeesdetermined annually, including base salary and Non-Employee Directors upon whose judgment, interest,any annual cash and effort the successful conduct of its operation is largely dependent.equity incentive awards. Holding biennialsay-on-pay

        1.3Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1 herein, and, if shareholder approval is obtained as provided in Section 1.1 herein, shall remain in effect, subject votes would provide valuable feedback to the rightBoard on a frequent basis while creating a level of stability in the use of that feedback.

While the Board is recommending that shareholders vote in favor of holding say-on-pay every second year, you are not voting to approve or disapprove the Board’s recommendation. The proxy card provides you with a choice of voting for the Company holding say-on-pay every one, two or three years, or abstaining from voting on this proposal.

Your Board of Directors recommends a vote FOR the Company holding say-on-pay every TWO YEARS. Unless you specify otherwise, the Board intends the accompanying proxy to terminatebe voted in accordance with its recommendation.

Item 4. Proposal to Ratify the PlanAppointment of the Company’s Independent Registered Public Accounting Firm

The Board, after receiving a favorable recommendation from the Audit Committee, has again selected Ernst & Young LLP to serve as the independent Registered Public Accounting Firm of the Company for 2014. Although not required to do so, the Board is submitting the selection of this firm for ratification by the Company’s shareholders for their views.

Ernst & Young LLP has advised the Company that it has no direct, nor any material indirect, financial interest in the Company or any of its subsidiaries. The Board and the Audit Committee may change the appointment at any time pursuant to Article XI herein, through September 5, 2016 (the “Term”), at which time it shall terminate except with respect to Awards made prior to, and outstanding on,if they determine that date which shall remain valid in accordance with their terms.

ARTICLE II

Definitions

        2.1Definitions. Except as otherwise defined in the Plan, the following terms shall have the meanings set forth below: