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TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

1133 Avenue of the Americas, 15^th Floor

New York, NY 10036

Tel: 212-704-2400

February 29, 201624, 2017

Dear Shareholder:valued shareholder,

As I reflect on our fiscal year 2016, I am proud to have concluded my first full year as Chief Executive Officer with a solid fourth quarter, highlighted by strong year-over-year growth in gross margin percentage along with careful expense management that together helped produce the most profitable quarter Volt has achieved in five years. We believe now, more than ever, that our initiatives to reposition the business for profitable growth are beginning to take hold.

We are steadfast in our continued commitment to strengthening our balance sheet, streamlining our business and improving our cost structure and margins, and achieving top line growth. In 2016, we continued to add to our book of business, winning several significant new customer engagements. This, coupled with a slower rate of revenue decline from existing customers, is helping to stabilize revenue from our core North American staffing business. As has been the case throughout Volt’s history, our commitment to our customers and high quality of service endures and we believe this commitment will translate into business growth for our shareholders.

Volt is now led by a talented, skilled senior management team, which is incentivized to create and protect shareholder value. In addition, our passionate employees have worked tirelessly and supported the changes we have instituted, big and small, throughout the organization. Our collective teamwork was instrumental in achieving important business goals this past year and, together, we remain committed to and are inspired by our purpose—to partner with our clients to provide innovative workforce and technology solutions with what we believe is an extremely strong talent pool.

On behalf of the entire executive team, we hope our progress this past year is a clear indication of our resolve to achieve both our short and long term goals. While management recognizes that we still have a lot of work ahead of us, we remain steadfastly dedicated to delivering on our commitment to you, our valued shareholder. The Board of Directors and management, we cordially invitejoins me in extending to you an invitation to attend our Annual Meeting of Shareholders on Thursday, June 9, 2016 (the "Meeting"). The Meeting will be held at the offices of Volt Information Sciences, Inc., located at 2401 N. Glassell Street, Orange, California 92865, at 10:00 a.m. (PDT).

        The Notice of Meeting and Proxy Statement accompanying this letter describe the business we will consider at the Meeting.Shareholders. Your vote is very important. I urgeimportant to us so we encourage you to promptly vote to be certain your shares are represented at the Meeting even ifby submitting your proxy. We look forward to continuing our dialogue with shareholders and sincerely thank you plan to attend. Most shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer tofor your proxy materials or the information forwarded by your bank, broker or other holder of record to see which methods are available to you.investment in Volt.

Michael D. Dean

President, Chief Executive Officer and Director

Table

1133 Avenue of Contentsthe Americas, 15^th Floor

New York, NY 10036

Tel: 212-704-2400

The Annual Meeting of Shareholders of Volt Information Sciences, Inc. (the “Company”) will be held on Thursday, June 9, 2016,8, 2017, at the offices of the Company, located at 2401 N. Glassell Street, Orange, California 92865, at 10:00 a.m. (PDT). At the Meeting,meeting, shareholders will be asked to:

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elect seven directors;



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Proxy Statement
2016 Annual Meeting of Shareholders

TABLE OF CONTENTS

i

Volt Information Sciences, Inc.

Proxy Statement

2017 Annual Meeting of Shareholders

Why did I receive this Proxy Statement?

The Board of Directors (the "Board"“Board”) of Volt Information Sciences, Inc. (the "Company"“Company”, "we"“we” or "us"“us”) is soliciting proxies for the 20162017 Annual Meeting of Shareholders (the "Meeting"“Meeting”) to be held on Thursday, June 9, 2016,8, 2017, at the offices of the Company, located at 2401 N. Glassell Street, Orange, California 92865, at 10:00 a.m. (PDT) and at any adjournment of the Meeting. When the Company asks for your proxy, we must provide you with a proxy statement (this "Proxy Statement"“Proxy Statement”) that contains certain information specified by law. This Proxy Statement summarizes the information you need in order to vote at the Meeting.

The Company'sCompany’s Annual Report, Letter to Shareholders, Notice of Annual Meeting, Proxy Statement and proxy card are being mailed to shareholders beginning on or about May 19, 2016.April 17, 2017.

What will I vote on?

The following items:

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election of seven directors;



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GENERAL INFORMATION

How do I vote?

You can vote either in person at the Meeting or by proxy without attending the Meeting. We urge you to vote by proxy even if you plan to attend the Meeting so we will know as soon as possible that enough votes will be present for us to hold the Meeting. If you attend the Meeting in person, you may vote at the Meeting and your earlier proxy will not be counted.

May I vote by telephone or via the Internet?

Yes. Instead of submitting your vote by mail using the enclosed proxy card, you may be able to vote on the Internet or by telephone. Please note that there are separate Internet and telephone voting arrangements depending on whether you hold your shares:

•

as the registered shareholder, also known as the "shareholder"“shareholder” or "holder"“holder” of record (that is, if you own shares directly in your own name and they are either kept at our transfer agent or are in your possession); or



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GENERAL INFORMATION

4:00 p.m. (EDT) on June 7, 20166, 2017 in order to communicate your instructions to the plan's Trustee,plan’s trustee, who will vote your shares. Any plan shares for which we do not

GENERAL INFORMATION

What are brokernon-votes?

If your shares are held by a broker, the broker may require your instructions in order to vote your shares. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen depending on the type of proposal. If the proposal is considered "routine"“routine”, the broker may vote your shares in its discretion. For other proposals, the broker may not vote your shares without your instructions. When that happens, it is called a "broker “brokernon-vote."

GENERAL INFORMATION

Where can I find the voting results?

We will publish voting results in aForm 8-K which we will file with the SEC shortly after the vote is certified. To view thisForm 8-K online, visit the Company'sCompany’s Investor Relations Web sitewebsite at http://www.volt.com/template_vis_investors.

Can shareholders and other interested parties communicate directly with our Board? If so, how?

Yes. You may communicate directly with one or more members of the Board by writing to the Company'sCompany’s Secretary, Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, NY 10036. The Company'sCompany’s Secretary will then forward all questions or comments directly to our Board or a specific director, as the case may be.

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GENERAL INFORMATION

ItemITEM 1.    Election of Directors
ELECTION OF DIRECTORS

At this year'syear’s Meeting, the Board proposes that the following nominees all of whom are currently serving as directors, be elected until the next annual meeting of stock holdersshareholders and until their respective successors have been duly elected and qualified. The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected.

Assuming a quorum is present, the seven nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company until the next annual meeting of stockholdersshareholders and until their respective successors are duly elected and qualified. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.

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

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James E. Boone



•

Nicholas S. Cyprus



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GENERAL INFORMATION

(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 G. 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 (a) 23,019 shares owned by Deborah Shaw's husband; (b) 34,584 shares owned by 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 as trustees for the benefit of Deborah Shaw's children.

(4)

Includes (i) 103,356 shares held by Linda Shaw, Bruce G. 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) 39,826 shares owned by Bruce G. Goodman, individually; (b) 39,675 shares underlying a stock option held by Bruce G. Goodman that were granted to him by the Company as a director of the Company; (c) 2,500 shares held by Bruce G. Goodman as trustee of an irrevocable trust for the benefit of a child of Bruce G. Goodman; and (d) 557,054 shares held by trusts for the benefit of Linda Shaw's children, of which trusts Deborah Shaw and Bruce G. Goodman are trustees.

(5)

Based on a Schedule 13G filed with the SEC on February 9, 2016 by Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, 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 act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, "Dimensional") may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

(6)

Based on a Schedule 13D/A filed with the SEC on May 1, 2015. Includes (i) 14,216 shares held by Steven Shaw as the sole trustee of trusts for the benefit of two nephews of Steven Shaw and (ii) 6,400 stock options issued by the Company to Steven Shaw. The inclusion of such shares is not an admission of beneficial ownership of those shares by Steven Shaw.

(7)

Includes (i) 2,394 shares held by Jerome Shaw through the Company's Employee Stock Ownership Plan, which is part of the Company's 401(k) plan; (ii) 22,951 shares held for Jerome Shaw's benefit under the "Savings Plan" feature of the Company's 401(k) plan; (iii) 8,000 shares underlying stock options issued by the Company to Jerome Shaw; (iv) 1,401,547 shares held in The Jerome and Joyce Shaw Family Trust u/d/t dated 8/6/1969; (v) 1,052,583 shares held in The Rachel Lynn Shaw Trust u/d/t dated 11/23/2001; (vi) 12,750 shares held by the Family Foundation by virtue of their position as directors of that corporation; and excludes 10,000 shares owned by Joyce Shaw individually. The inclusion of the shares in clauses (iv) and (v) is not an admission of beneficial ownership of those shares by Jerome Shaw.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

2009 until March 2010. From 2003 to 2010, Mr. Dean was Chief Executive Officer of Mediaur Technologies, Inc., aprivately-held satellite technology company that provides proprietary antenna system solutions for commercial and government applications. Before Mediaur, Mr. Dean was Executive Vice President of ABC Cable Networks Group, amulti-billion dollar global division of The Walt Disney Company, where he ran all of the division's division’snon-creative operations including Affiliate Sales and Marketing, Finance, Legal, Broadcasting Operations, IT, Human Resources, and Business Development. Earlier at Disney, he was Senior Vice President of Corporate Strategic Planning, responsible for all corporate strategy, development, and M&A in Disney'sDisney’s broadcasting, cable, and film studio businesses. Before Disney, Mr. Dean was a strategy consultant with

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Sharon H. Stern has been our Senior Vice President of Legal Affairs since May 2014 and our Secretary since June 2014. Immediately prior to joining the Company in May 2014, she was a partner at the law firm of Troutman Sanders LLP, where she worked since 2005. Prior to 2005, Ms. Stern worked at the predecessor firm of Troutman Sanders LLP starting in October 1988. Ms. Stern has over 25 years of legal experience focusing on corporate governance and business litigation matters. Ms. Stern holds a Bachelor of Arts degree in Psychology from the State University of New York at Albany and a Juris Doctor degree from the New York University School of Law.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

2015, and previously as the Senior Vice President of Manpower North America starting in 2008. In his role as Senior Vice President, Mr. Perez led a successful business transformation which resulted in growing revenues and expanding profitability by creating redefined sales and delivery channels, shared services, and a central sourcing model. Mr. Perez holds a Bachelor’s degree in Electrical and Mechanical Engineering from La Salle University in Mexico City, and has participated in several executive programs in Europe, Mexico, and the U.S.

Non-Executive Directors, FormerNon-Executive Director andNon-Executive Director Nominee

Dana Messina has served as Chairman of our Board since October 2015 and has been a director since May 2015. Mr. Messina was Chief Executive Officer and a director of Steinway Musical Instruments from August 1996 to October 2011. Mr. Messina also owns and serves as the President of Kirkland Messina LLC, a firm founded in 1994 that specializes in financial advisory services. Prior to founding Kirkland Messina, Mr. Messina was a Senior Vice President in the High Yield Bond Department at Drexel Burnham Lambert Incorporated. Mr. Messina graduated magna cum laude from Tufts University with a Bachelor'sBachelor’s of Science in mechanical engineering, and received an MBA from the Harvard Business School. Mr. Messina brings to our Board significant operating and financial expertise as well as substantial experience as a public company director.

Bruce G. Goodman has been a director since May 2000. He has been General Counsel of Shepherd Kaplan LLC (an investment advisor registered with the SEC) since April 2008. From April 1995 to April 2008, he was a partner of the law firm of Hinckley, Allen & Snyder LLP. In addition to his perspective as anon-management director, Mr. Goodman provides to the Board experience as a business lawyer with substantial experience and insight into the investment markets obtained as general counsel to an investment advisory firm.

 Theresa A. Havell has been a director since April 2004. She has been President and Chief Investment Officer of Havell Capital Management LLC (a money management company) since 1996. Prior to 1996, Ms. Havell was a partner, member of the Executive Committee, Director and Chief Investment Officer of the Fixed Income Group of NeubergerBerman (an investment management firm). Ms. Havell contributes vast experience and knowledge in the investment and financing markets and economic conditions to the Board derived from her money management and investment experience.

John C. Rudolf has been served as a director sincefrom March 2015.2015 until February 23, 2017. Mr. Rudolf currently serves as President and Senior Portfolio Manager of Glacier Peak Capital LLC, an investment advisory firm registered with the SEC he founded in July 2012. From April 1996 until July 2012, Mr. Rudolf served as a Managing Member and founder of Summit Capital Group, an independent investment advisory firm registered with the SEC managing individual accounts and several private investment funds. From 1975 until 1996, Mr. Rudolf served in various positions at Oppenheimer & Co., Inc., including partner in charge of Oppenheimer'sOppenheimer’s Pacific Northwest operations from 1988 until 1996. Mr. Rudolf has served on the board of directors of Detrex Corporation, a leading manufacturer of high performance specialty chemicals

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

services for workforce needs globally. From 2003 to January 2009, Mr. Boone served as a Managing Partner of Windship Partners, LLC, a senior level executive search firm that he founded, which later merged with NGS Global Americas, LLC. Prior to that, he was Chairman, Global Operating Committee, and President, Americas Region for Korn/Ferry International, and served as Senior Executive Search Partner and member of the Global Executive Committee at Heidrick & Struggles. Mr. Boone has extensive managerial and operational experience and background working with staffing and executive search firms, including the Company. Mr. Boone graduated magna cum laude from the University of Louisville with a Bachelor'sBachelor’s of Science in Commerce.

Nicholas S. Cyprus has been a director since May 2015. Mr. Cyprus has been a member of the board of directors of DigitalGlobe, Inc. since May 2009 and the board of directors of The Reader'sReader’s Digest Association, Inc. since June 2012. He is the Chairman of the audit committees of both boards and serves on the governance & nominating committee of DigitalGlobe, Inc. He also provides advisory services for several smaller clients. From December 2006 to March 2013, Mr. Cyprus was employed by General Motors Company, most recently as Vice President, Controller and Chief Accounting Officer. General Motors filed a petition under Chapter 11 of the Bankruptcy Code in June 2009. Mr. Cyprus continued to serve at General Motors during the pendency of, and its emergence from, bankruptcy. Mr. Cyprus was a member of the team involved in the initial public offering of General Motors stock in November 2010. Prior to joining GM in 2006, Mr. Cyprus was Senior Vice President, Controller and Chief Accounting Officer for The Interpublic Group of Companies, Inc., one of the world'sworld’s largest advertising and marketing services companies. Before Interpublic, Mr. Cyprus held positions of increasing responsibility at AT&T for more than 22 years, serving in his most recent role as Vice President, Controller and Chief Accounting Officer from 1999 to 2004. Mr. Cyprus earned his Bachelor'sBachelor’s degree in accounting from Fairleigh Dickinson University and an MBA from New York University, Stern School of Business. He is an active Certified Public Accountant in the State of New Jersey. Mr. Cyprus brings to our Board valuable managerial, financial and accounting experience serving companies with global operations.

Laurie Siegel has been a director since May 2015. Ms. Siegel has been the President of LAS Advisory Services, a firm providing advice to organizations on issues related to talent management, succession planning, organizational capability and culture since January 2013. Ms. Siegel was the Chief Human Resource Officer at Tyco International Ltd. from January 2003 until November 2012. She joined the company as part of a new leadership team charged with restoring the company'scompany’s reputation, financial health and governance practices. Ms. Siegel had responsibility for rebuilding the leadership team, executing a strategy to restore the confidence of the company'scompany’s employees and building an HR function with deep expertise in global human resource practices. Since February 2009, Ms. Siegel has been a member of the board of directors of, and Chair of the Compensation Committeecompensation committee of, CenturyLink, Inc., a broadband, telecommunications and data hosting company, and a director of FactSet Research Systems Inc., a multinational financial data and software company. Ms. Siegel has an MBA and a Master'sMaster’s degree in City and Regional Planning, both from Harvard University. She completed her Bachelor'sBachelor’s degree at the University of Michigan. Ms. Siegel serves as an advisor to the G100 Network and teaches at the Ross School of Business at the University of Michigan and the Cornell School of Industrial and Labor Relations. Ms. Siegel brings to our Board substantial experience as a human resources executive with large global enterprises as well as substantial public company board experience.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

positions with SFN Group, Inc., including Executive Vice President and Chief Operating Officer commencing in January 2007. Mr. Grubbs holds a B.S. degree in Computer Science from the University of New Hampshire. He currently serves on the advisory boards of Diversant, LLC and Lannick Group of Companies.

Arnold Ursaner has been nominated to serve as a director of the Company. From April 2015 until the present, Mr. Ursaner has managed the Ursaner Family Office, a private investment firm. Mr. Ursaner served as the founder and president of CJS Securities, Inc. from September 1997 through April 2015. In this capacity, he oversaw the strategy and growth of the company, which specialized in providingin-depth, fundamental research on small-capitalization andmid-capitalization companies viewed by CJS as underfollowed or misunderstood. Since 2010, Mr. Ursaner has served as a board member and a member of the Finance Committee of Friends of Karen, a nonprofit organization. Additionally, Mr. Ursaner has served as the head of the Finance Committee of Friends of Karen since 2014 and he served as Vice President of the organization in 2015. Mr. Ursaner earned a B.S. degree in Economics from the State University of New York at Stonybrook. He was awarded the Best on the Street Award for General Industrial Services in 2003, Best on the Street Award for Business Services in 2006 and theWall Street Journal Starmine award as the #1 Rated Analyst in Business and Industrial Services.

Corporate Governance

The Company'sCompany’s business and affairs are managed and under the direction of the Board. Members of the Board are kept informed of the Company'sCompany’s business through discussions with the Company'sCompany’s Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. Our Board has standing Audit, Nominating/Corporate Governance, Compensation and (until disbanded on May 11, 2015) ExecutiveCompensation Committees. The Company'sCompany’s policies and procedures with respect to the Board, as well as information regarding the roles and responsibilities of Board committee chairs and their committees, which are comprised solely of independent directors, are set forth in the committee charters and in our Corporate Governance Guidelines, copies of which are available in the Investors & Governance section of the Company'sCompany’s website, at www.volt.com.

The Board held 13six meetings during fiscal year 2015. No director attended fewer than 75 percent of the aggregate of the total number of meetings of the Board and the total number of meetings of committees of the Board on which such director served.2016. All directors attended the 20152016 Annual Meeting.

Audit Committee

The Audit Committee provides assistance to the Company'sCompany’s directors in fulfilling the Board'sBoard’s oversight responsibility as to the Company'sCompany’s accounting, auditing and financial reporting practices and as to the quality and integrity of the publicly distributed financial reports of the Company. The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditor engaged to issue audit reports on our financial statements and internal control over financial reporting. The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities. All services provided by our independent registered public accounting firm require prior approval of the Audit Committee, with limited exceptions as permitted by the SEC’s Rule2-01 of RegulationS-X. Among the factors considered by the Audit Committee in evaluating the performance of the independent registered public accounting firm are service quality, responsiveness, quality of audit team personnel and lead audit partner, management of the overall annual audit process, and understanding of the Company’s industry, business and internal control environment.

Among its functions, the Audit Committee reviews:

•

the audit plans and findings of our independent registered public accounting firm and our internal audit activities, as well as the results of regulatory examinations, and tracks management'smanagement’s corrective action plans where necessary;

14    |

Volt Information Sciences, Inc.

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2017 Proxy Statement

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Each member of the Audit Committee, which is currently comprised of Nicholas S. Cyprus (Chair), Bruce G. Goodman and Dana Messina, and John C. Rudolf, is financially literate and meets the current independence requirements for Audit Committee membership under both the rules of the SEC and the NYSE MKT Exchange ("(“NYSE:MKT"MKT”). The Board has determined that Nicholas S. Cyprus is an "audit“audit committee financial expert"expert” within the meaning of the applicable SEC rules and that he possesses accounting and related financial management expertise within the meaning of the rules of the NYSE:MKT.

The Audit Committee operates under a written charter, adopted by our Board, whose adequacy is reviewed at least annually. The Audit Committee held 1611 meetings during fiscal year 2015.2016.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee consists of Bruce G. Goodman (Chair), Nicholas S. Cyprus, Dana Messina John C. Rudolf and Laurie Siegel. The Nominating/Corporate Governance Committee is comprised entirely of directors determined by the Board to be "independent"“independent” for purposes of the applicable NYSE:MKT rules.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

        For a portion ofDuring fiscal year 2015,2016, the Compensation Committee retainedcontinued to retain the services of Chernoff Diamond,ClearBridge Compensation Group, LLC (“ClearBridge”), an independent compensation consultant, as its compensation consultant. ClearBridge Compensation Group, LLC ("ClearBridge"), also an independent compensation consultant, succeeded Chernoff Diamond as advisor to the Compensation Committee in June of 2015. Both consultants were retained by the Compensation Committee. The Compensation Committee provides direction to its compensation consultants with respect to its role in reviewing management recommendations, attending committee meetings, and with respect to other matters related to the scope of the compensation consultant'sconsultant’s engagement. The Compensation Committee held 13six meetings during fiscal year 2015.2016.

Additional information regarding the Compensation Committee and our policies and procedures regarding executive compensation, including the role of compensation advisors and executive officers in recommending executive compensation, is provided in the "“Executive Compensation—Compensation Discussion and Analysis"” section of this Proxy Statement.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

communicating, and monitoring enterprise risk management within the Company. In addition, our Director of Internal Audit, and during periods when that position is vacant, our Vice President of Risk Management, provides reports directly to the Chairman of the Audit Committee and provides periodic updates to the Audit Committee regarding risk management issues, particularly those regarding accounting and finance-related risks. PeriodicOur General Counsel provides periodic updates to the Audit Committee regarding material legal claims

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Procedures for Recommending Directors

There have been no material changes to the procedures by which our shareholders may recommend nominees to our Board from those procedures set forth in ourBy-Laws. According to ourBy-Laws, in order to do so, a shareholder must give us written notice not less than 120 days nor more than 150 days prior to theone-year anniversary of the date of the notice of the annual meeting of shareholders that was held in the immediately preceding year.year and must otherwise comply with the requirements set forth in ourBy-Laws; provided, however, that if the 2018 annual meeting date is advanced by more than 30 days before or delayed by more than 30 days after theone-year anniversary date of this year’s Meeting and less than 130 days’ informal notice to shareholders or other prior public disclosure of the date of the 2018 annual meeting is given or made, then shareholders must provide notice to the Company within the time periods specified in theBy-Laws.

Shareholders may submit names of qualified director candidates, together with detailed information on the proposed candidates'candidates’ backgrounds, to Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, New York 10036, Attention: Secretary—Director Candidates, for referral to the Nominating/Corporate Governance Committee for consideration.

Family Relationships

Bruce G. Goodman, a director of the Company, is the husband of Linda Shaw who is (i) the daughter of William Shaw, whoco-founded the Company in 1950 and served as its President and Chief Executive Officer until his death in March 2006 and (ii) the niece of Jerome Shaw, an Executive Vice President of the Company. There are no other family relationships among the executive officers or directors of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive officers and persons who own more than ten percent (10%) of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Such persons are required by the SEC to furnish the Company with copies of all Section 16(a) forms that they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from certain reporting persons, all required Section 16(a) filings applicable to its directors, executive officers andgreater-than-ten-percent beneficial owners were properly filed during fiscal year 20152016, except that due to administrative oversight, the following Form 4s were not timely filed: (i) a Form 4 for Mr. Rudolf,Dean reporting on the acquisitionvesting of 8,08213,339 restricted stock units on October 19, 2016, (ii) a Form 4 for Mr. Tomkins reporting on the purchase of 3,300 shares of common stock and the grant of 36,675 stock options on June 29, 2015 and the acquisition of 7,932 shares ofCompany’s common stock on June 30, 2015 was filed late.27, 2016, and (iii) a Form 4 for Mr. Shaw reporting on the transfer of 8,000 Company stock options to a revocable living trust on September 12, 2016.

Indemnification; Insurance

New York law permits a corporation to purchase insurance covering a corporation'scorporation’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, 2016. The annual premium cost of the policies is $592,725. These policies are with five different companies as follows: Illinois National Insurance Company (AIG) for the first $10.0 million of coverage, Zurich American Insurance Company for the next $10.0 million of coverage, Continental Casualty Company for the next $10.0 million of coverage, Axis Insurance Company for the next $5.0 million of coverage and Federal Insurance Company for the next $15.0 million of coverage. Federal's policy does not cover reimbursement to the Company. The Company is self-insured for the first $1.0 million per incident for securities claims, employment practices and other claims.

18    |Volt Information Sciences, Inc. 2017 Proxy Statement

Table of Contents

AUDIT COMMITTEE REPORT

AUDIT COMMITTEE REPORT

AUDIT COMMITTEE REPORT

Table of Contents

ItemITEM 3.    Advisory Vote on Executive Compensation ("Say-on-Pay"ADVISORY VOTE ON EXECUTIVE COMPENSATION(“SAY-ON-PAY”)

TheDodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide our shareholders with the opportunity to vote to approve, on anon-binding, advisory basis, the compensation of our 20152016 Named Executive Officers (each, a "NEO") as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC under Section 14A of the Securities and Exchange Act of 1934, as amended.Act. At the 2014 annual meeting of the shareholders, our shareholders approved holding say-on-paySay-on-Pay advisory votes biennially. During fiscal year 2015, the Board approved a change from holding say-on-paySay-on-Pay advisory votes biennially to holding such votes annually. Therefore, beginning with the Meeting, we will hold say-on-pay advisory votes on an annual basis.

The vote on this resolution is not intended to address any specific element of compensation;compensation, rather, the vote relates to the compensation of our 20152016 Named Executive Officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. To the extent there is any significant vote against the 20152016 Named Executive Officers'Officers’ compensation, the Board and the Compensation Committee will evaluate what actions, if any, may be necessaryappropriate to address the concerns of our shareholders.

Our 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 for fiscal year 20152016 is competitive and provides an appropriate balance between risks and rewards. Accordingly, the Board will present the following resolution at the Meeting:

RESOLVED, that our shareholders approve, on an advisory basis, the executive compensation program for the 20152016 Named Executive Officers, as disclosed in this Proxy Statement pursuant to Item 402 ofRegulation S-K, including the Compensation Discussion and Analysis, the Fiscal Year 2016 Summary Compensation Table, and the related tables and narrative disclosures included in this Proxy Statement.

Your Board recommends that you vote FOR, on anon-binding, advisory basis, the compensation of our 20152016 Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the Fiscal Year 2016 Summary Compensation Table and the related tables and narrative disclosures included in this Proxy Statement.

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Executive Summary

Fiscal year 2015 was a transition year for us in many respects.Implementing ourPay-for-Performance Philosophy & Addressing Shareholder Concerns

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We have been keenly focused during

During fiscal year 2015 on2016, we continued to make strides toward returning the Company to a vibrant, profitable and growing company.

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We are actively taking steps to capitalize on our strong brand, solid roster of Fortune 500 customers, and the fact thatbusiness. During fiscal year 2015, we are currently operating in a growing industry.

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In order to fulfill the vision we have for our business and our shareholders, it is imperative that we have the right people in place to effect meaningful change and grow our business.

We began making progress toward this end inmade a number of ways during fiscal year 2015:

1.  Strategic Change in Leadership

        Appointmentstrategic changes to our key leadership team (namely, changes to the office of Michael D. Dean as our new Chief Executive Officer:    Effective June 25, 2015, the Board appointed Michael D. Dean to the position of Interim President and Chief Executive Officer. At the time of his appointment, Mr. Dean was serving as Chairman. During his time as Interim President and Chief Executive Officer Mr. Dean made significant strides in carrying out our business plan and provided a fresh perspective on how to better maximize our performance going forward. The Board appointed Mr. Dean to the position of President and Chief Executive Officer, effective October 19, 2015. Since his appointment, Mr. Dean has taken steps to implement his strategic plan, which includes (1) improving our balance sheet and simplifying our corporate structure; (2) reducing costs and enhancing margins; and (3) generating top line growth.

        Appointment of Paul Tomkins as our new Chief Financial Officer:    On March 23, 2015, we appointed Paul Tomkins to the position of Senior Vice President and Chief Financial Officer, as well as changes to the composition of our Board). We continued to add top industry and experienced talent to our executive management team during fiscal year 2016. This change in leadership positively impacted our business during fiscal year 2016. However, there is still more work to be done before our business reaches its full potential. As we continue to make progress toward executing our turnaround strategy, we remain focused on recruiting and retaining top talent, but are equally committed to emphasizing the link between the performance of our business and the compensation of our executives, in keeping with our long-term goal of returning value to our shareholders.

2016 Business Highlights

Fiscal year 2016 was a year devoted to the continued advancement of our strategic plan, with the goal of returning our business to profitable growth. As we implement our strategic plan, we continue to focus on three key elements: (1) enhancing our balance sheet; (2) improving our cost structure and margins; and (3) achieving top line growth. Some examples of the Company. Mr. Tomkins most recently served assteps we have taken in fiscal year 2016 to implement our strategic plan are described below:

How our 2016 Executive Vice President and Chief Financial Officer at Reader's Digest Association, Inc. for over three years. Prior to his role at Reader's Digest, Mr. Tomkins served as the Vice President and Controller of AT&T Business Solutions and held various other financial management positions over 27 yearsCompensation Program Aligned with AT&T.our 2016 Performance

        Change in Board Leadership:    At the 2015 annual meeting of our shareholders, our shareholders elected six new directors to the Board: Michael D. Dean, Dana Messina, James E. Boone, Nicholas S. Cyprus, Laurie Siegel and John C. Rudolf. Upon his appointment to the position of President and Chief Executive Officer, Mr. Dean stepped down as Chairman, but continues to serve as a member of our Board. On October 19, 2015, the Board appointed Dana Messina to the position of Chairman.

2.  Continuing Progress on Initiatives Undertaken to Enhance our Liquidity Position & Shareholder Value

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We actively manage our portfolio of business units. We have exited non-core businesses that were incurring losses and core businesses that were marginally profitable.



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During fiscal year 2015, significant divestitures included the sale of our printing and publishing business in Uruguay and the sale of substantially all of the assets of our telecommunications infrastructure and security services business.



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During the first quarter of fiscal year 2016, we completed the sale of our staffing business in Uruguay.



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The above transactions netted nominal proceeds, however, we expect these transactions will be accretive to future operating cash flows.

EXECUTIVE COMPENSATION

2016 Target Pay Mix for our Chief Executive Officer

To align pay levels for named executive officers with the Company’s performance, our fiscal year 2016 pay mix places great emphasis on performance-based initiatives. As an example, over 75% of our CEO’s 2016 target total direct compensation (e.g., annual base salary, annual bonus, and long-term incentives), was variable/”at-risk”:

2016 Advisory Vote on Executive Compensation and Company Response

Our Compensation Committee pays close attention to the views of the Company’s shareholders when making determinations regarding executive compensation matters. At the 2016 Meeting, the Company held a“Say-on-Pay” advisory vote on the executive compensation program of the Company’s named executive officers for fiscal year 2015. The Company’s shareholders approved the compensation of the Company’s 2015 named executive officers, with approximately 69% of shareholder votes cast in favor of the executive compensation program. During 2016, we contacted several of our largest shareholders to make ourselves available for discussion concerning our executive compensation programs.

The Compensation Committee considered the views expressed by our shareholders regarding our executive compensation programs, relatingincluding the results of our 2016“Say-on-Pay” vote, as part of its overall assessment of our compensation program for named executive officers in 2016. As a result of this assessment, the Compensation Committee took steps to better align our named executive officers’ compensation with the performance of our business and our stock price, as well as adopted several other enhancements to our

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EXECUTIVE COMPENSATION

executive compensation programs that further support ourpay-for-performance philosophy and shareholder alignment objectives. Key enhancements are highlighted below:

Revised definition of “Good Reason” contained in our CEO’s employment agreement				Mr. Dean’s employment agreement no longer allows him to terminate his employment for Good Reason if the Company fails to provide him with certain long-term incentive compensation opportunities.
Designed 2016 annual incentive program to align payouts with actual performance results				All annual incentive payments made to our 2016 Named Executive Officers reflect achievement of actual financial goals and individual performance goals; goals were pre-established for 2016.
Adopted stock ownership guidelines and stock holding requirements for our executive officers (other than Mr. Shaw)				Following the end of 2016, implemented robust stock ownership guidelines of 5x base salary for our CEO and 1x base salary for other Named Executive Officers.

The Compensation Committee will consider results from this year’s shareholder advisory vote in its ongoing evaluation of the Company’s executive compensation programs and practices.

Dos and Don’ts of Compensation Practices

During fiscal year 2016, and beyond.

EXECUTIVE COMPENSATION

 At the 2014 Annual Meeting of Shareholders, the Company held a "say-on-pay" advisory vote on the executive compensation program of the Company's Named Executive Officers for the 2014 fiscal year. The Company's shareholders approved the compensation of the Company's 2014 Named Executive Officers, with over 81% of shareholder votes cast in favor of the executive compensation program for the Company's 2014 Named Executive Officers. The Compensation Committee considered the support our shareholders expressed for our executive compensation program for that year and did not make any significant changes to the core elements of our compensation program for fiscal year 2015. However, as discussed above, we are in the process of making significant changes to our executive compensation programs for fiscal year 2016. The Compensation Committee will consider results from this year's shareholder advisory vote in its ongoing evaluation of the Company's executive compensation programs and practices.

Compensation DiscussionCOMPENSATION DISCUSSION & AnalysisANALYSIS

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This Compensation Discussion and Analysis (the "CD&A"(this “CD&A”) describes our executive compensation philosophy and programs, the compensation decisions made under those programs, and the considerations in making those decisions.



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This year, our CD&A not only describes the compensation philosophy and programs applicable to fiscal year 2015, but, where applicable, discusses changes to our compensation philosophy that we have implemented or intend to implement going forward.

EXECUTIVE COMPENSATION

the following factors: (i) general knowledge of Mr. Kochman, our former CEO; (ii) base

EXECUTIVE COMPENSATION

For fiscal year 20152016, the performance metrics and applicable weightings for the 2016 Named Executive Officers were as follows:

Given the nature of her position with the Company, Ms. Driggs’ Divisional Operating Income Goal was based 5% on performance applicable to determine the amountsour VCG division and 15% on performance applicable to our VWS division. Her Divisional Revenue Goal was similarly weighted. The Divisional Operating Income Goal and Divisional Revenue Goal with respect to VCG (which performance factor was only applicable to Ms. Driggs) was determined to be paid pursuantat 0% as a result of both goals being achieved below the threshold level set for fiscal year 2016.

The table below sets forth the applicable thresholds, targets and maximum levels of performance with respect to each NEO's annual incentive package.the 2016 Financial Performance Goals:

 The discussion below summarizes

EXECUTIVE COMPENSATION

The Compensation Committee approved the level of achievement of the 2016 Financial Performance Goals and determined the applicable percentage of achievement (as compared against the target level) as follows: