Notice of Annual Meeting of Shareholders Thursday, [June] [8], 2017 10:00 a.m. (PDT) At: Volt Information Sciences, Inc. 2401 N. Glassell Street Orange, California 92865

1133 Avenue of the Americas, 15^th Floor

New York, NY 10036

Tel: 212-704-2400

February 24, 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 Monday, May 11, 2015. The Meeting will be held at the offices of the Company, 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.

Ronald Kochman

Michael D. Dean

President, Chief Executive Officer and Director

Notice

1133 Avenue of Annual Meeting of Shareholdersthe 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 Monday May 11, 2015,June 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:

You may vote at the Meetingmeeting if you were a shareholder of the Company at the close of business on April 23, 2015,10, 2017, the record date for the Meeting.meeting.

By Order of the Board of Directors.

Ronald Kochman

Michael D. Dean

President, Chief Executive Officer and Director

New York, New York

April 30, 2015February 24, 2017

Please sign and return the enclosed proxy card in thepostage-paid envelope provided or, if you prefer, please follow the instructions on the enclosed proxy card for voting by telephone or via the Internet. You may access additional information atwww.proxyvote.com for voting instructions as well as to view the Proxy Statement and Annual Report online.

Volt Information Sciences, Inc.

Proxy Statement

2015 Annual Meeting of Shareholders

TABLE OF CONTENTS

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Volt Information Sciences, Inc.

Proxy Statement

20152017 Annual Meeting of Shareholders

Why did I receive this Proxy Statement?

The Board of Directors (the “Board”) of Volt Information Sciences, Inc. (the “Company”, “we” or “us”) is soliciting proxies for the 20152017 Annual Meeting of Shareholders (the “Annual Meeting” or “Meeting”) to be held on Monday, May 11, 2015,June 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 Statementproxy statement (this “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’s Annual Report, Letter to Shareholders, Notice of Annual Meeting, Proxy Statement and proxy card are being mailed to shareholders beginning on or about April 30, 2015.17, 2017.

What will I vote on?

The following items:

What will happen if the amendment to the Company’s Certificate of Incorporation to declassify the Board of Directors is not approved?

If the amendment is not approved, then the board will remain classified. Two of the nominees, James E. Boone and John C. Rudolf (currently a director), will be in the first class of directors and will be elected for a term expiring at the 2016 annual meeting of shareholders. The other four nominees, Nick S. Cyprus, Michael D. Dean, Dana Messina, and Laurie Siegel, will be in the second class of directors and will be elected for a term expiring at the 2017 annual meeting of shareholders.

Will there be any other items of business on the agenda?

We do not expect any other items of business at the Annual Meeting. Nonetheless, if there is an unforeseen need, your proxy will give discretionary authority to Ronald Kochman,Michael D. Dean, President and Chief Executive Officer, and Paul Tomkins, Senior Vice President and Chief Financial Officer, to vote on any other matters that may be properly brought before the Meeting. These persons will use their best judgment in voting your proxy.

Who is entitled to vote?

Shareholders as of the close of business on the record date, which is Thursday, April 23, 2015,10, 2017, may vote at the Annual Meeting.

How many votes do I have?

You have one vote at the Meeting for each share of common stock you held on the record date.

What constitutes a quorum for the Annual Meeting?

A quorum is necessary to conduct business at the Annual Meeting. A quorum requires the presence at the Meeting of 35% of the outstanding shares entitled to vote, in person or represented by proxy. You are part of the quorum if you have voted by proxy. As of April 1, 2015, 20,816,210February 22, 2017, 20,917,800 shares of Company common stock were issued and outstanding.

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GENERAL INFORMATION

How do I vote?

You can vote either in person at the Annual 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:

If you are a registered shareholder, you may vote by telephone or via the Internet by following the instructions on your proxy card.

If you are a beneficial owner, please refer to the information forwarded by your bank, broker or other holder of record to see which options are available to you. Most brokers and banks offer voting by telephone and via the Internet as well as by mail.

If you vote via the Internet, you may incur costs, such as usage charges from Internet access providers and telephone companies. You will be responsible for thesethose costs.

What should I do if I want to attend the Annual Meeting?

All shareholders of the Company may attend the Annual Meeting. Please bring your admission ticket or proof of ownership of the Company’s stock to enter the Annual Meeting. When you arrive at the Annual Meeting, you may be asked to present photo identification, such as a driver’s license, to be admitted.

For safety and security reasons, no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Meeting.

How do I vote my shares in the Volt Information Sciences, Inc. Savings PlanPlan?

If you received this Proxy Statement because you are an employee of the Company who participates in this plan and you have shares of common stock of the Company allocated to your account under this plan, you may vote your shares held in this plan as of April 23, 201510, 2017, by mail, by telephone or via the Internet. Instructions are provided on the enclosed proxy card. The tabulator must receive your instructions by

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GENERAL INFORMATION

4:00 p.m. (EDT) on May 7, 2015June 6, 2017 in order to communicate your instructions to the plan’s Trustee,trustee, who will vote your shares. Any plan shares for which we do not receive instructions from the employee will be voted by the Trusteetrustee in the same proportion as the shares for which we have received instructions.

Can I revoke or change my vote?

Yes. If you are a shareholder of record, you have the right to revoke your proxy at any time before the Annual Meeting by sending a signed notice to the Company’s Secretary, Volt Information Sciences, Inc., 10651133 Avenue of the Americas, New York, New York 10018.10036. If you want to change your vote at any time before the Meeting, you must deliver a later dated proxy by telephone, via the Internet or in writing. You may also change your proxy by voting in person at the Meeting.

If you are a beneficial owner, please refer to the information forwarded by your broker, bank or other holder of record for procedures on revoking or changing your proxy.

What are the costs of soliciting these proxies and who will pay them?

The Company will pay all costs of soliciting these proxies. In addition, some of our officers and employees may solicit proxies by telephone or in person. We will reimburse banks and brokers for the expenses they incur in forwarding the proxy materials to you. D.F. King & Co, Inc. will assist us with the solicitation of proxies for an estimated fee of $7,500$8,500 plus reasonableout-of-pocket costs and expenses. TheOur agreement with D.F. King with respect to these matters contains customary indemnification provisions.

How many votes are required for the approval of each item?

Are abstentions and brokernon-votes part of the quorum?

Yes. Abstentions and brokernon-votes count as “shares present” at the Annual Meeting for purposes of determining a quorum.

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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”, 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 “brokernon-vote.”

Item 32 in this Proxy Statement (ratification of the appointment of Ernst & Young LLP as the Company’s independent Registered Public Accounting Firmregistered public accounting firm for 2015)fiscal year 2017) will be considered routine and the broker may vote your shares for this Item in its discretion. The broker is not entitled to vote your shares on the other Items unless the broker has received instructions from you.you with respect to such Items.

Who will count the vote?

Votes at the Annual Meeting will be counted by the inspectors of election appointed by the Board.

What if I do not vote for some or all of the matters listed on my proxy card?

If you are a registered shareholder and you return a signed proxy card without indicating your vote for some or all of the matters, your shares will be voted as follows for any matter you did not vote on:

How do I submit a shareholder proposal for the 2016 Annual Meeting?2018 annual meeting?

There are two different deadlinesprincipal means for submitting shareholder proposals. If a shareholder wishes to have a proposal considered for inclusion in next year’s Proxy Statement pursuant toRule 14a-8 of the Securities Exchange Act of 1934, as amended, the proposal must comply with the requirements of Rule14a-8 and be received by us at our principal executive offices by no later than January 1, 2016. 120 calendar days before theone-year anniversary of the date on which the Company is releasing this Proxy Statement to shareholders in connection with this year’s Meeting.

If a shareholder intendswishes to submit a proposal that is not intended to be included in our Proxy Statement, or to nominate a candidate for director, he or she must give the Company written notice no earlier than 150 days and no later than 120 days prior to April 30, 2016theone-year anniversary of the date of the notice of this year’s Meeting and must otherwise comply with the requirements set forth in our Amended and RestatedBy-Laws (the“By-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. Copies of theBy-Laws are available to shareholders free of charge on request to the Company’s Secretary, Volt Information Sciences, Inc., 10651133 Avenue of the Americas, New York, New York 10018.10036.

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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’s Investor Relations Web sitewebsite at http://www.volt.com/template_vis_investors.aspx?id=534.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’s Secretary, Volt Information Sciences, Inc., 10651133 Avenue of the Americas, New York, NY 10018.10036. The Company’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

ITEM 1.    ELECTION OF DIRECTORS

At this year’s Meeting, the Board proposes that the following nominees be elected until the next annual meeting of shareholders 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 shareholders 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:

Please see “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers” for information showing the principal occupation or employment of the nominees for director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such nominees’ business experience during the past five years. Such information has been furnished to the Company by the director nominees.

6    |Volt Information Sciences, Inc. 2017 Proxy Statement

GENERAL INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth information, as of February 20, 2017 (except as described in the footnotes to the following table), with respect to the beneficial ownership of our common stock, our only class of voting or equity securities, by (a) each person who is known to us to own beneficially more than five percent of the outstanding shares of our common stock, (b) each of the 2016 named executive officers (the “2016 Named Executive Officers”), (c) each of our directors and director nominees, and (d) all current executive officers and directors as a group. Unless otherwise indicated, the address for each individual listed below is c/o Volt Information Sciences, Inc., 1133 Avenue of Americas, New York, New York 10036.

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GENERAL INFORMATION

8    |Volt Information Sciences, Inc. 2017 Proxy Statement

Directors and Executive Officers

The names of our current directors and executive officers and their ages, positions, biographies and outside directorships are set forth below. Also included for our directors is information regarding their specific experience, qualifications, attributes and skills that led to the conclusion that each director should serve on our Board. Our executive officers are appointed by, and serve at the discretion of, our Board. Mr. Bryan Berndt and the Company mutually agreed to terminate his employment as the Company’s Controller and Chief Accounting Officer for personal reasons, effective as of January 27, 2017. Mr. Leonard Naujokas was appointed as Interim Controller and Chief Accounting Officer effective as of the same date. This information is as of April 6, 2015.February 24, 2017.

Executive Officers and Executive Directors

Ronald KochmanMichael D. Dean has been a director since May 2015 and our President and Chief Executive Officer and a director since April 2012.October 19, 2015. Mr. Kochman has been employed by us since 1987 and has been an officer of the Company since February 2005. Prior to his appointmentDean previously served as Interim President and Chief Executive Officer heof the Company from June 2015 until October 2015 and Chairman of the Board (the “Chairman”) from May 2015 until October 2015. From March 2013 until May 2015, Mr. Dean had a break in service. He was Chief Executive Officer of Nature’s Sunshine Products, Inc. from July 2010 until March 2013. He also served as a director on its board from May 2009 until March 2013 and as a member of its audit committee from June

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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’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.Planning, responsible for all corporate strategy, development, and M&A in Disney’s broadcasting, cable, and film studio businesses. Before Disney, Mr. Dean was a strategy consultant with Bain & Company. He received his Master ofholds an MBA from the Harvard Business Administration degree with an emphasis in financeSchool. Mr. Dean brings to our Board substantial managerial, operational and investments from George Washington University and earned his Bachelor of Arts degree in Economics from Stony Brook University. Through his 27 years’ experience with us, Mr. Kochman has gained a deep knowledge of all aspects of the Company’s business and has valuable insight with respect to finance, strategy and business development.experience.

Jerome Shaw has been a director since April 2012. Jerome Shaw co-founded the Company in 1950 with his brother, has beenserved as Executive Vice President since 1957 (when the present company was organized), served as Secretary of the Company from 1957 until 2014 and has been employed in executive capacities by the Company and its predecessors since 1950. JeromeMr. Shaw bringscontinues to the Board businessprovide leadership and athrough his deep understanding of our industry, business, operations, services, products, customers, suppliers and employees. Mr. Shaw served on the Board from April 2012 to May 2015.

Paul Tomkins has been our Senior Vice President and Chief Financial Officer since March 2015. From August 2014 to March 2015, Mr. Tomkins had a break in service. From May 23, 2011 to July 30, 2014, Mr. Tomkins served as the Executive Vice President and Chief Financial Officer at Reader’s Digest Association, Inc., where he oversaw all aspects of finance and accounting and played an integral role in managing a number of importantnon-core business divestitures. Prior to his role at Reader’s Digest, Mr. Tomkins spent 27 years at AT&T, where he most recently served as the Vice President and Controller of AT&T Business Solutions and previously held a number of other financial management positions. Mr. Tomkins is a Certified Public Accountant and is a member of the American Institute of CPAs and the NJ Society of CPAs. He earned his MBA with an emphasis in International Finance from Seton Hall University.

Bryan Berndthas been our served as the Company’s Controller and Chief Accounting Officer sincefrom April 2015.2015 until January 2017. From April 2012 until March 2015, Mr. Berndt was the Controller and Chief Accounting Officer of Reader’s Digest Association, Inc. From December 2011 to April 2012, Mr. Berndt had a break in service. From 2008 until December 2011, he was Treasurer and Vice President of Finance at Bowne & Co., Inc.

Lori Larsonhas been Prior to 2008, he was Controller of Loews Cineplex Entertainment and a Senior Vice President – North America StaffingManager for PricewaterhouseCoopers. Mr. Berndt is a Certified Public Accountant and Chartered Global Management Accountant. He holds a Masters in Taxation from Fordham University, the Gabelli Graduate School of Business and a Bachelor of Business Administration in Public Accounting from Pace University.

Leonard Naujokashas served as our Interim Controller and Chief Accounting Officer since November 2013January 27, 2017 while the Company conducts a search to assess internal and has been employed by us since 1992.external candidates for the position of Controller and Chief Accounting Officer. Prior to herhis appointment as Senior Vice President – North America Staffing, sheInterim Controller and Chief Accounting Officer, Mr. Naujokas served in various roles with increased responsibilities within our Staffing Service segment including Branch Manager, Area Manager, National and Global Account Manager and most recently Regional Vice President. Ms. Larson is currently responsible forsince August 2012 as the program and relationship management of our enterprise customers. Prior to joining us, Ms. Larson held a position in sales and marketing at a manufacturing company.

Rhona Driggs has been a Senior Vice President – North American Staffing since November 2013 and has been employed by us since 1996. Prior to her appointment as Senior Vice President – North America Staffing, she served in various roles with increased responsibilities within our Staffing Service segment including Regional Manager and Regional Vice President. Ms. Driggs is

currently responsible for the program and relationship management of our Retail customers in addition to having responsibility of delivery for all of North America. Prior to joining us, Ms. Driggs held various positions of increasing responsibility at Kelly Services from 1990–1996.

Richard Herringhas been SeniorCompany’s Vice President and Managing DirectorAssistant Corporate Controller. He has seventeen years of Europe and Asia Staffing operations since December 2010 and joined the Company in January 2006 as European Staffing Services Director. Prior toexperience leading accounting functions. Before joining the Company, Mr. Naujokas served as Senior Director of SEC Reporting/Technical Accounting for Monster Worldwide, LLC from January 2011 to August 2012. From November 2003 through December 2010, Mr. Naujokas worked at Motorola, Inc., during which time it acquired Symbol Technologies, Inc. At Motorola, his responsibilities increased over the course of his tenure until he served as aits Director of TheSkillsMarket Limited, a software company providing services to recruitment companies, between September 2004 and January 2006. Between August 1988 and July 2004, Mr. Herring worked in various sales and operational capacities at the U.K.-based recruitment company Reed Personnel Services PLC, and was a director of this company between January 1999 and July 2004. Mr. Herring has also served as an elected executive of the U.K.-based trade body the Association of Professional Staffing Companies for two separate terms, 2001 to 2004 and 2007 to 2010, fulfilling the role of chairman in 2009-2010.Accounting, Controller Enterprise Solutions Business.

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. 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.

Louise Ross has been our Vice President of Human Resources since September 2006 and has been employed by the Company in executive capacities in its human resource departments since 1993. Prior to joining

10    |Volt Ms. Ross held various management positions in human resources with extensive experience in program development, compensation/benefits, employee and labor relations and employment law. Ms. Ross was an adjunct professor for the New School University, graduate management program in Human Resources. She also taught compensation and employee benefits for undergraduate programs. She holds a Master’s Degree from the New School University in Human Resources Management along with an undergraduate degree in business management from Marymount Manhattan College.Information Sciences, Inc. 2017 Proxy Statement

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Kevin Hannon has been our Vice President and Treasurer since March 2015. Previously, he was our Assistant Treasurer since January 2008. Prior to joining Volt,the Company, Mr. Hannon was an Assistant Treasurer and Finance Manager with Atlas Copco North America, Inc., and also gained extensive financial regulatory experience as a bank examiner with the US Treasury Department. In addition to undergraduate degrees in Business and Economics, Mr. Hannon obtained his MBA from Rutgers Business School in Strategic Management and Finance, and he also has the CTP (Certified Treasury Professional) designation.

Non-Executive DirectorsNancy T. Avedissian has been our Senior Vice President, General Counsel and Corporate Secretary since October, 2016. From April 2009 through immediately prior to beginning her service with the Company, Ms. Avedissian was the General Counsel of Worldwide Clinical Trials, a global provider of full-service drug development services to the pharmaceutical and biotechnology industries. She also served as the Vice President of Legal Affairs of that company beginning in 2012. Prior to April 2009, Ms. Avedissian was a corporate attorney with the law firm Milbank, Tweed, Hadley & McCloy LLP, where she worked since 1999. Ms. Avedissian has over 17 years of experience in corporate legal practice. Ms. Avedissian holds undergraduate degrees from the University of California, Irvine and earned a juris doctorate degree from Loyola Law School, Los Angeles.

Lloyd FrankAnn R. Hollins has been our Senior Vice President and Chief Human Resources Officer since March 2016. From January 2015 to March 2016, Ms. Hollins was President of ARH Consulting, in which capacity she provided executive human resources consulting services to chief executive officers and senior executives across a broad range of projects, including organizational design & development, talent management, executive compensation and coaching. Prior to her role with ARH Consulting, Ms. Hollins served as Chief Human Resources Officer for Weight Watchers International from March 2013 to December 2014, during which time she led Weight Watchers’ successful global organizational restructuring and cultural transformation. Prior to Weight Watchers, she served in senior executive roles at Hess Corporation from March 2006 to February 2013, including as Global Chief Diversity and Inclusion Officer, Global Chief Learning and Development Officer and Vice President, Human Resources, Marketing and Refining. Prior to Hess, she held human resources leadership roles of increasing responsibility at Tyco, D&B, PepsiCo and BP. Ms. Hollins holds an MBA in Finance and Marketing from New York University Stern School of Business and a BBA in Human Resources from University of Iowa.

Rhona Driggs has been our President of the Volt Consulting Group and Senior Vice President of the Volt Workforce Solutions Commercial Operations since May 2016. Prior to then, she served as our Senior Vice President—North American Staffing since November 2013 and has been employed by us since 1996. Prior to her appointment as Senior Vice President—North American Staffing, she served in various roles with increased responsibilities within our Staffing Service segment including Regional Manager and Regional Vice President. Prior to joining us, Ms. Driggs held various positions of increasing responsibility at Kelly Services from 1990-1996. Ms. Driggs was an executive officer of the Company until June 8, 2016.

Jorge Perez has been the President of Volt Workforce Solutions since April 2016. Prior to joining the Company, Mr. Perez was the Executive Vice President of the Professional Diversity Network from March 2015 until April 2016. Prior to then, Mr. Perez worked with ManpowerGroup, Inc. in various capacities for over 20 years, most recently as the Senior Vice President of ManpowerGroup from August 2014 until March

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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 since October 2015 and has been a director since March 2000. He has been senior counsel since January 2010,May 2015. Mr. Messina was Chief Executive Officer and of counsel from April 2005 until December 2009, with the law firm of Troutman Sanders LLP. Mr. Frank was counsel from January 2004 to March 2005, and a partner from January 1977 until December 2003, with the law firm of Jenkens & Gilchrist Parker Chapin LLP (and its predecessors, Parker Chapin LLP and Parker Chapin Flattau & Klimpl). Mr. Frank is also a director of EnviroStar, Inc. (a distributorSteinway Musical Instruments from August 1996 to October 2011. Mr. Messina also owns and serves as the President of commercial and industrial boilers, commercial laundry and drycleaning equipment) andKirkland Messina LLC, a firm founded in 1994 that specializes in financial advisory services. Prior to founding Kirkland Messina, Mr. Messina was a directorSenior 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’s of Park Electrochemical Corp.Science in mechanical engineering, and received an MBA from 1985 until 2013 (a developerthe Harvard Business School. Mr. Messina brings to our Board significant operating and manufacturer of advanced materials). Mr. Frank has extensive corporate legal, compliance and governancefinancial expertise as well as substantial experience and has served as an advisor to, and board member of, a number of other public companies, private companies and charities. This experience enables him to provide the Board with advice on a wide range of legal and business matters, in addition to an understanding of our legal and business affairs obtained from over 40 years of legal representation of our Company.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.

Mark N. Kaplan has been a director since April 1991. He has been of counsel with the law firm of Skadden, Arps, Slate, Meagher & Flom LLP since 1999. From October 1979 until 1999, he was a partner in that firm. In addition to serving on the board of directors or as trustee of a number of civic and charitable organizations, Mr. Kaplan is also a director of American Biltrite, Inc. (a manufacturer of commercial flooring and performance sheet rubber) and Autobytel Inc. (an online automotive marketing firm) where he serves as Chair of the Audit Committee. Mr. Kaplan is also a member and former Chairman of the Audit Committee of The City of New York and is a member and former co-Chair of the Audit Advisory Committee of the Board of Education of The City of New York. In addition to his legal experience focusing on securities, governance and mergers and acquisitions matters, Mr. Kaplan brings to the Board business management, financing and leadership experience gained as President, Director, and Chief Operating Officer of Engelhard Minerals & Chemicals Corporation (a New York Stock Exchange listed mining and chemicals company acquired by BASF in 2006) from 1977 to 1979 and President and Chief Executive Officer of Drexel Burnham Lambert (an investment banking firm) from 1970 to 1977.

John C. Rudolf has beenserved 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’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 including additives for industrial petroleum products and high purity hydrochloric acid, since November 2012. Mr. Rudolf was appointed to the Board pursuant to the Settlement Agreement described on page 10 under “Directors, Executive Officers and Corporate Governance – Nominating/Corporate Governance Committee.” Mr. Rudolf bringsbrought to our boardBoard substantial experience and knowledge as a professional investor and the perspective of a substantial,long-term shareholder in our Company.

Deborah ShawJames E. Boone has been a director since August 2006. Dr. ShawMay 2015. Mr. Boone has been a clinical psychologist with a private practice in Los Angeles, California for more than 19 years. Dr. Shaw bringsan independent executive management consultant and angel investor since 2013. From June 2011 to May 2012, Mr. Boone served as an advisor to the BoardChief Executive Officer of the perspectiveCompany and, from June 2011 to December 2012, as President and Chief Executive Officer of ProcureStaff Technologies, Ltd., a non-management beneficial ownerthen separate business unit of approximately 10.3 percentthe Company providing specialized software applications to manage temporary staffing, project work, and other human capital services. From January 2009 to June 2011, Mr. Boone served as President and Chief Executive Officer of our common stock, as well as an educationalImpellam Group PLC, North America, a provider of staffing solutions and managed

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services for workforce needs globally. Mr. Boone has extensive managerial and operational experience and background in law gained from her law degreeworking with staffing and executive search firms, including the Company. Mr. Boone graduated magna cum laude from the University of Pennsylvania Law School and three yearsLouisville with a Bachelor’s of the practice of law with the law firm of Covington & Burling.Science in Commerce.

William H. TurnerNicholas S. Cyprus has been a director since August 1998.May 2015. Mr. TurnerCyprus has been a member of the board of directors of DigitalGlobe, Inc. since May 2009 and the board of directors of The Reader’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’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’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 College, Beirut, LebanonLtd. from January 2003 until November 2012. She joined the company as part of a new leadership team charged with restoring the company’s reputation, financial health and was formerlygovernance practices. Ms. Siegel had responsibility for rebuilding the leadership team, executing a seniorstrategy to restore the confidence of the company’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 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’s degree in City and Regional Planning, both from Harvard University. She completed her Bachelor’s degree at the University of Michigan. Ms. Siegel serves as an advisor with Opera Solutions, LLC (a predictive analytics company). Mr. Turner also served as Deanto the G100 Network and teaches at Thethe Ross School of Business at the University of Montclair State University from June 2008 until January 2010.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.

William J. Grubbs has been an interim director since February 23, 2017. He was founding Dean at Stony Brook University College of Business from January 2004has been nominated to December 2007. Prior to that, he was Senior Partner of Summus Ltd. (a consulting firm) from September 2002 to December 2003. From August 1997 until September 1999, Mr. Turner was President

of PNC Bank, N.A. and served as Chairman of that bank’s Northeast Region until September 2002. From October 1996 to July 1997, Mr. Turner was President and Co-Chief Executive Officer of Franklin Electronic Publishers, Incorporated (a designer and developer of hand-held electronic information products) and, from August 1990 to September 1996, he was Vice Chairman of The Chase Manhattan Bank and its predecessor, Chemical Banking Corporation. He is also a director of Ameriprise Financial, Inc. (a financial planning and advisory firm), and Standard Motor Products, Inc. (a manufacturer of engine management and temperature control parts). During the last five years, Mr. Turner also servedserve as a director of Franklin Electronic Publishers, Inc.the Company. Mr. Grubbs became President, Chief Operating Officer and New Jersey Resources Corporation (a natural gas and renewable energy services company) and, since 2011 Mr. Turner has been a director of Fine Mark Bank,Cross Country Healthcare, a non-public commercial/NASDAQ-listed company that specializes in healthcare workforce solutions, on April 1, 2013. He was appointed Chief Executive Officer of Cross Country Healthcare on July 5, 2013. Beginning in October 2012 and continuing until March 2013, Mr. Grubbs was Executive Vice President and Chief Operating Officer of Trueblue, Inc. From October 2011 until October 2012, Mr. Grubbs worked as a freelance consultant. From November 2005 through October 2011, Mr. Grubbs held various senior executive

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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 bank with headquarters in Ft. Myers, Florida.investment firm. Mr. Turner provides the Board with vast knowledge of finance and accounting gained through his extensive executive experience at leading banking institutions and business, managerial and leadership experience gained from his positionUrsaner served as the co-chief executive officerfounder 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 publicly-held company.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’s business and affairs are managed and under the direction of the Board. Members of the Board are kept informed of the Company’s business through discussions with the Company’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 ExecutiveCompensation Committees. The Company’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’s website, at www.volt.com.

The Board held eightsix meetings during the fiscal year ended November 2, 2014. 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. Seven2016. All directors attended the 20142016 Annual Meeting.

Audit Committee

The Audit Committee consists of Mark N. Kaplan (Chair), Theresa A. Havell and William H. Turner. Each committee member 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”). The Board has determined that Mark N. Kaplan is an “audit committee financial expert” within the meaning of the applicable SEC rules and possesses accounting and related financial management expertise within the meaning of the rules of the NYSE:MKT. This determination is based on Mr. Kaplan’s experience as chief executive officer of an investment banking firm, chief operating officer of a public company, former Chairman and current member of the Audit Committee of The City of New York, former Co-Chair of the Audit Advisory Committee of the Board of Education of The City of New York and Chairman of the Audit Committee of Autobytel, Inc.

The Audit Committee operates under a written charter adopted by our Board. The Audit Committee provides assistance to the Company’s directors in fulfilling the Board’s oversight responsibility as to the Company’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:

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Each member of the Audit Committee, which is currently comprised of Nicholas S. Cyprus (Chair), Bruce G. Goodman and Dana Messina, 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”). The Board has determined that Nicholas S. Cyprus is an “audit committee financial 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 11 meetings during the fiscal year ended November 2, 2014.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee consists of Theresa A. HavellBruce G. Goodman (Chair), Mark N. Kaplan, Lloyd FrankNicholas S. Cyprus, Dana Messina and William H. Turner.Laurie Siegel. The Nominating/Corporate Governance Committee is comprised entirely of directors determined by the Board to be “independent” for purposes of the applicable NYSE:MKT rules.

The Nominating/Corporate Governance Committee operates under a written charter adopted by our Board. The responsibilities of the Nominating/Corporate Governance Committee include: identifying, evaluating and recommending to the Board prospective nominees for director; reviewing the Company’s corporate governance policies and making recommendations to the Board from time to time regarding matters of corporate governance; and reviewing the performance of the Board and its members. The Nominating/Corporate Governance Committee has not established a formal process to identify and evaluate prospective nominees for director; however,director. However, in connectionconsidering individuals for nomination to stand for election, the Nominating/Corporate Governance Committee will consider: (1) the current composition of directors and how they function as a group; (2) the skills, experiences or background, and the personalities, strengths, and weaknesses of current directors; (3) the value of contributions made by individual directors; (4) the need for a person with specific skills, experiences or background to be added to the negotiationBoard; (5) any anticipated vacancies due to retirement or other reasons; and (6) other factors may enter into the nomination decision. The Nominating/Corporate Governance Committee endeavors to select nominees that contribute requisite skills and professional experiences in order to advance the performance of the Settlement Agreement, described below,Board and establish awell-rounded Board with diverse views that reflect the interests of our shareholders. The Nominating/Corporate Governance Committee evaluated candidates recommended by currentconsiders diversity as one of a number of factors in identifying nominees for directors, shareholders as well as an independent search firm.however, there is no formal policy in this regard. The Nominating/Corporate Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, in addition to traditional concepts of diversity. The Nominating/Corporate Governance Committee held twosix meetings during the fiscal year ended November 2, 2014.2016.

Pursuant to a letter agreement (the “Settlement Agreement”) entered into on March 30, 2015, by and among the Company, Glacier Peak Capital LLC, a Washington limited liability company, Glacier Peak U.S. Value Fund, L.P., a Washington limited partnership, and John C. Rudolf, the Board increased the numbers of directors from eight to nine, and appointed John C. Rudolf to the vacancy created by the increase in size of the Board. In addition, the Nominating/Corporate Governance Committee recommended that the Board nominate, and the Board agreed to nominate, each of the nominees described in Item 2 in “Items of Business to be Acted on at the Annual Meeting” on page 44. Each nominee who was not already on the board was appointed as a board observer pending his or her election. Pursuant to the Settlement Agreement, Mr. Rudolf will be appointed to the Nominating/Corporate Governance Committee and Audit Committee following the Annual Meeting.

Compensation Committee

The Compensation Committee consists of William H. TurnerLaurie Siegel (Chair), Lloyd Frank, Theresa A. HavellNicholas S. Cyprus and Mark N. Kaplan.James E. Boone. The Compensation Committee is comprised entirely of directors determined by the Board to be “independent” for purposes of the applicable NYSE:MKT rules. The Compensation Committee operates under a written charter adopted by our Board. Under its charter, the Compensation Committee may delegate certain of its authority to any subcommittee comprised solely of Compensation Committee members who are independent directors.a subcommittee. The Compensation Committee is responsible for establishing, implementing and monitoring the Company’s executive compensation policies and program.programs. The Company’s executive compensation program is designed to meet three principal objectives:

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During fiscal year 2014,2016, the Compensation Committee retainedcontinued to retain the services of Chernoff Diamond,ClearBridge Compensation Group, LLC (“ClearBridge”), an independent compensation consultant, as advisor to the Compensation Committee. The Compensation Committee provides direction to its compensation advisorconsultants with respect to executiveits role in reviewing management recommendations, attending committee meetings, and with respect to other matters related to the scope of the compensation matters.consultant’s engagement. The Compensation Committee held ninesix meetings during the fiscal year ended November 2, 2014.2016.

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 below under “Compensationin the “Executive Compensation—Compensation Discussion and Analysis” beginningAnalysis” section of this Proxy Statement.

Board Leadership Structure

We have always made the decision on page 16.

Executive Committee

The Executive Committee consistswhether to combine or separate the roles of Ronald Kochman, Bruce G. Goodman, Theresa A. Havell, Mark N. Kaplan and William H. Turner. The Executive Committee operates under a written charter adopted by our Board. The Executive Committee shall consist of no fewer than three of our directors, shall include the Chief Executive Officer and must include a majority of independent, non-management directors. Currently, fourChairman based on what was in the best interests of the five members ofCompany’s shareholders based on the Committee are independent, non-management directors. The responsibilities ofcircumstances at the Executive Committee include all of those exercised by the full Board, other than those matters which are expressly delegated to another committee of the Board or matters which, by law, cannot be delegated by the Board to a committee of the Board. The Executive Committee held nine meetings during thetime. During fiscal year ended November 2, 2014.

Board Leadership Structure

Our2016, Dana Messina served as our independent,non-executive Chairman. We believe this structure is appropriate during this time, as it allows Mr. Dean, as the President and Chief Executive Officer, chairs meetings of our Board, and our Audit Committeeto focus on leading the Company’s business at a time when we are actively seeking to advance the Company’s financial position. Our Chairman chairs meetings of our independent directors. We believe that combining the positions of Chief Executive Officer and chairing the meetings of our Board is appropriate for our Company and results in operational efficiencies given the size of our Company and the detailed knowledge of our Company’s operations that our Chief Executive Officer possesses, which we believe is beneficial for chairing our board meetings. Our independent directors meet regularly without management, including our Chief Executive Officer, and are active in the oversight of our Company. Our Board and each Board committee hashave access to members of our management and the authority to retain independent legal, accounting or other advisors as they deem necessary or appropriate. OurDuring fiscal year 2016, our Chief Executive Officer (“CEO”) Mr. Dean did not and does not serve on any Board committee, other than the Executive Committee.committee.

Our Audit Committee Chairman in fulfillingfulfilled the role of chairing meetings of our independent directors:during fiscal year 2016. In such role, the Chairman:

We believe that our boardBoard leadership structure provides an appropriate balance between strong and strategic leadership and independent oversight of our Company, and that our boardBoard leadership structure continues to serve the best interests of our Company and shareholders.

Risk Oversight

The Audit Committee of our Board oversees our risk management process. Theday-to-day responsibility for our risk management process rests with our Chief Executive Officer, Senior Vice President and Chief Financial Officer, and our Vice President of Risk Management. Our Senior Vice President and Chief Financial Officer and our Vice President of Risk Management provide periodic updates to the Audit Committee regarding, among other things, risk assessments and actions taken to mitigate risk. During the latter part of the year, the Company formalized its existing risk management process by implementing an Enterprise Risk Management (“ERM”) program. The goal of the ERM program is to formally identify and evaluate risks that may affect the Company’s ability to execute its corporate strategy and fulfill its business objectives. The ERM program will employ a disciplined approach to identifying, documenting, evaluating,

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communicating, and monitoring enterprise risk management within the Company. In addition, our Director of Internal Auditor,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 against our Company are also provided to our Board by our Vice President of Risk Management and attorneys in the Company’s legal department.Company.

Code of Business Conduct and Ethics

The Company has a Code of Business Conduct and Ethics. Directors, officers and all employees of the Company must act in accordance with these policies. The Code of Business Conduct and Ethics requires, among other things, all employees to engage in honest and ethical conduct in performing their duties, provides guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and provides mechanisms to report unethical conduct.

Please see the section entitled “Availability“Availability of Corporate Governance Documents”Documents” below for information on how to view or obtain a copy of our Code of Business Conduct and Ethics.

Corporate Governance Guidelines

As a part of our Board’s commitment to sound corporate governance, our Board has adopted a set of Corporate“Corporate Governance Guidelines,Guidelines”, which guides the operation of the boardBoard and its committees. The Nominating/Corporate Governance Committee reviews our Corporate Governance Guidelines at least annually and recommends any changes to our Board for its consideration and approval.

Our Corporate Governance Guidelines cover, among other topics:

Please see the section entitled “Availability“Availability of Corporate Governance Documents”Documents” below for information on how to view or obtain a copy of our Corporate Governance Guidelines.

Availability of Corporate Governance Documents

To learn more about the Company’s corporate governance and to view our Corporate Governance Guidelines, Code of Business Conduct and Ethics, other significant corporate policies and all charters of committees of the Board, please visit the Investors & Governance section of the Company’s website, www.volt.com.www.volt.com. Copies of these documents are also available without charge upon request to Volt Information Sciences, Inc., 10651133 Avenue of the Americas, New York, New York 10018,10036, Attention: Shareholder Relations. The telephone number for this office is212-704-7921.

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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. Theyear 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 notice for this year’s Annual Meeting was April 30, 2015.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’ backgrounds, to Volt Information Sciences, Inc., 10651133 Avenue of the Americas, New York, New York 10018,10036, Attention: Secretary – Secretary—Director Candidates, for referral to the Nominating/Corporate Governance Committee for consideration.

Family Relationships

Deborah Shaw,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. Deborah Shaw is also2006 and (ii) the niece of Jerome Shaw, an Executive Vice President and a director of the Company. Bruce G. Goodman, a director of the Company, is the husband of Deborah Shaw’s sister. 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 the fiscal year ended November 2, 20142016, except that due to administrative oversight, (i) athe following Form 3 for Mr. Herring reporting on his appointment as an executive officer was filed late, and consequently4s were not timely filed: (i) a Form 4 for

Mr. HerringDean reporting on the respective grantvesting of 30,000 performance-based13,339 restricted stock options to himunits on July 3, 2014 was also filed late, andOctober 19, 2016, (ii) a Form 3 for each of Ms. Larson, Ms. Driggs and Ms. Stern reporting on their respective appointments as an executive officer was filed late, and consequently a Form 4 for each of Ms. Larson and Ms. DriggsMr. Tomkins reporting on the respective grantspurchase of 30,000 performance-based3,300 shares of the Company’s common stock on June 27, 2016, and (iii) a Form 4 for Mr. Shaw reporting on the transfer of 8,000 Company stock options to each of thema revocable living trust on July 3, 2014 was filed late; in addition, a Form 4 reporting on the grant to Mr. Kochman of an aggregate of 40,000 shares of restricted stock after the end of fiscal year 2014 was filed late.September 12, 2016.

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, 2015. 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 million of coverage, Zurich American Insurance Company for the next $10 million of coverage, Continental Casualty Company for the next $10 million of coverage, Axis Insurance Company for the next $5 million of coverage and Federal Insurance Company for the next $15 million of coverage. Federal’s policy does not cover reimbursement to the Company. The Company is self-insured for the first $1 million per incident for securities claims, employment practices and other claims.

In fiscal year 2014, AIG paid, under a director and officer insurance policy held by the Company, $273,072 in connection with the defense of Jack Egan, the Company’s former Chief Financial Officer, in an action, as previously reported, commenced by the Securities and Exchange Commission against Mr. Egan in January 2013. A final stipulated judgment, to which Mr. Egan consented without admitting or denying the allegations in the Commission’s complaint, was entered on July

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The Audit Committee met and held discussions with management and the Company’s independent Registered Public Accounting Firm.registered public accounting firm. The Audit Committee has reviewed and discussed the consolidated financial statements with management and the Company’s independent Registered Public Accounting Firm.registered public accounting firm.

The Audit Committee discussed with the independent Registered Public Accounting Firmregistered public accounting firm matters to be discussed as required by the Public Company Accounting Oversight Board (PCAOB)(“PCAOB”), rules of the Securities and Exchange Commission (“SEC”), and other applicable regulations.

In addition, the Audit Committee has reviewed and discussed with the Company’s independent Registered Public Accounting Firmregistered public accounting firm the firm’s independence from the Company and its management. The Audit Committee received from the independent Registered Public Accounting Firmregistered public accounting firm the written disclosures and the letter regarding its independence as required by the PCAOB’s applicable requirements.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the fiscal year ended November 2, 2014,2016, as filed with the Securities and Exchange Commission.SEC. The Audit Committee also has appointed Ernst & Young LLP as the Company’s independent Registered Public Accounting Firmregistered public accounting firm for fiscal year 2017.

Nicholas S. Cyprus (Chair)

Bruce G. Goodman

Dana Messina

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ITEM 2.    PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The members of our Audit Committee and our Board believe that the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interests of the Company and its shareholders.

In light of this, our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2017. We are submitting the appointment of our independent registered public accounting firm for shareholder ratification at the Meeting, although we are not legally required to do so. If our shareholders do not ratify the appointment, our Audit Committee will reconsider whether to retain Ernst & Young LLP, but may still retain them. Even if the appointment is ratified, the Audit Committee may change the appointment at any time if it determines that such a change would be in the best interests of the Company and its shareholders.

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. A representative of Ernst & Young LLP is expected to be present at the Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.

The Board will offer the following resolution at the Meeting:

RESOLVED: That the appointment by the Board of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for fiscal year 2017 be, and hereby is, ratified and approved.

Your Board recommends that you vote FOR this item. Unless you specify otherwise, the Board intends the accompanying proxy to be voted for this item.

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AUDIT COMMITTEE REPORT

ITEM 3.    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 2016 Named Executive Officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC under Section 14A of the Exchange Act. At the 2014 annual meeting of the shareholders, our shareholders approved holdingSay-on-Pay advisory votes biennially. During fiscal year 2015, the Board approved a change from holdingSay-on-Pay advisory votes biennially to holding such votes annually.

The vote on this resolution is not intended to address any specific element of compensation, rather, the vote relates to the compensation of our 2016 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 2016 Named Executive Officers’ compensation, the Board and the Compensation Committee will evaluate what actions, if any, may be appropriate 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 2016 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 2015 fiscal year.

EXECUTIVE COMPENSATION

2016 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 2016 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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IntroductionExecutive Summary

Implementing ourPay-for-Performance Philosophy & Addressing Shareholder Concerns

During fiscal year 2016, we continued to make strides toward returning the Company to a profitable and growing business. During fiscal year 2015, we made a number of strategic changes to our key leadership team (namely, changes to the office of Chief Executive Officer 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 steps we have taken in fiscal year 2016 to implement our strategic plan are described below:

How our 2016 Executive Compensation Program Aligned with our 2016 Performance

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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, including 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, we either implemented, employed, or refrained from the following compensation practices:

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COMPENSATION DISCUSSION & ANALYSIS

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

Our 2016 Named Executive Officers

This CD&A focuses on the compensation of our named executive officers (“20142016 Named Executive Officers”) for the fiscal year ending November 2, 2014 (“fiscal year 2014”),Officers, who were:

How Each Element of our Executive Compensation Program Works

The 2016 executive compensation program for our 2016 Named Executive Officers consisted of one or more of the following elements:

Base Salary

Base salary is the fixed component of an executive’s annual cash compensation. Base salaries for our 2016 Named Executive Officers in respect of fiscal year 2016 were primarily determined based on one or more of

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the following factors: (i) base salaries paid to similarly positioned executives within the Company and competitive market data for each role; (ii) the terms of any contractual arrangements; (iii) salaries paid historically; (iv) tax and accounting considerations; and, when appropriate; or (v) personal performance as assessed by the Compensation Committee.

Adjustments in base salary for our 2016 Named Executive Officers are discretionary and are generally considered no more frequently than every 12 months.

Annual Incentives

Our 2016 Named Executive Officers (other than Mr. Shaw) receive short-term compensation in the form of cash-based annual bonuses. During fiscal year 2016, the Compensation Committee, in partnership with the Company’s management team, established an Annual Incentive Plan (the “AIP”) pursuant to which our executive officers (including the 2016 Named Executive Officers other than Mr. Shaw) and certain other employees of the Company are eligible to receive cash-based annual incentives. Under the AIP, participants are eligible to earn bonuses based on the achievement ofpre-established corporate and/or business unit financial performance goals and individual MBOs. Target annual bonus opportunities are set by the Compensation Committee at the beginning of each fiscal year and represent a percentage of the participant’s annual base salary.

Annual incentives payable to our 2016 Named Executive Officers in respect of fiscal year 2016 were based on the formula illustrated below:

2016 Corporate and Divisional Financial Performance Goals

At the beginning of fiscal year 2016, the Compensation Committee established the corporate and divisional financial goals applicable to the fiscal year 2016 performance period, which for Messrs. Dean and Tomkins and Ms. Hollins consisted of corporate operating income (the “Corporate Operating Income Goal”), and for Ms. Driggs and Mr. Perez consisted of both the operating income and revenue of their respective divisions (the “Divisional Operating Income Goal” and the “Divisional Revenue Goal”, respectively), in addition to the Corporate Operating Income Goal. The Corporate Operating Income Goal, the Divisional Operating Income Goal, and the Divisional Revenue Goal are referred to herein collectively as the “2016 Financial Performance Goals”. The Compensation Committee determined that the 2016 Financial Performance Goals consisted of the appropriate mix and type of performance metrics against which to measure achievement given the Company’s current turnaround strategy.

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For fiscal year 2016, 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 our 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 at 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 the 2016 Financial Performance Goals:

No payments under the AIP were made where the Company failed to achieve the threshold level of achievement specified for the applicable 2016 Financial Performance Goal.

In connection with its establishment of the 2016 Financial Performance Goals, the Compensation Committee identified certain unbudgeted items and events that could be applied as adjustments in connection with its determination of the 2016 Financial Performance Goals following the end of fiscal year 2016 (the“Pre-Established Adjustment Items”). Following the Compensation Committee’s determination of the Company’s achievement of the 2016 Financial Performance Goals, the Compensation Committee decided it was appropriate to apply certain of thePre-Established Adjustment Items to the corporate and divisional operating income actually achieved in respect of fiscal year 2016. SuchPre-Established Adjustment Items consisted of (i) cash compensation costs associated with restructuring/turnaround initiatives; (ii) equity compensation costs associated with restructuring/turnaround initiatives; (iii) restructuring costs; (iv) charges for the impairment of goodwill or other intangible assets; (v) legal judgments and settlements outside the ordinary course of business; and (vi) changes in currency exchange rates.

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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:

The Company’s management recommended to the Compensation Committee that the percentage achievement of the Corporate Operating Income Goal and the Divisional Operating Income Goal be deemed met at 50% even though, after considering thePre-Established Adjustment Items, the percentage amount actually achieved were equal to 51.3% and 53.8%, respectively.

Individual Performance Goals

Consistent with the structure and design of the 2016 AIP, after assessing the degree to which the Company achieved the 2016 Financial Performance Goals, the Compensation Committee and Mr. Dean (other than with respect to his own performance) considered the individual MBO achievement of each of the 2016 Named Executive Officers. The 2016 Named Executive Officers had the opportunity to achieve anywhere from 0% to 200% of his or her target MBOs. MBO achievement for the 2016 Named Executive Officers (other than Mr. Dean) was determined based on Mr. Dean’s assessment of each 2016 Named Executive Officer’s MBO performance against the applicable MBO goals, taking into account a self-assessment performed by each 2016 Named Executive Officer with respect to his or her own performance. Mr. Dean’s MBO achievement was based on the Compensation Committee’s assessment of Mr. Dean’s individual MBO performance as well as the overall MBO achievement level of his direct reports, taking into account a self-assessment performed by Mr. Dean with respect to his own performance.

For fiscal year 2016, our 2016 Named Executive Officers achieved between 95% and 120% of their respective individual MBO targets. Below are some examples of actions taken by our 2016 Named Executive Officers that exemplify a strong level of individual MBO achievement:

Mr. Dean

Mr. Zimmerman’s employment

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Other 2016 Named Executive Officers

After taking into account both the 2016 Financial Performance Goals and the individual MBOs, the total percentage of each 2016 Named Executive Officer’s annual bonus was determined in accordance with the Company terminated effective March 20, 2015.weightings described above. With respect to financial performance, actual performance achieved at target-level performance results in the approval of 100% of the participant’s target annual bonus opportunity; actual performance achieved below 50% of target-level will result in the approval of 0% of the participant’s target annual bonus opportunity; and actual performance achieved between the threshold level and a maximum of 200% of target-level performance will be determined based on a straight-line interpolation between the actual achievement and the nearest target level. The amount approved for a given participant after applying the MBO weighting (35%) and the financial performance weighting (65%) is referred to as the “Initial Payout Amount”.

ExecutiveDiscretionary Modifier

Given the Company’s overall financial performance in fiscal year 2016, the Compensation PhilosophyCommittee opted to apply a discretionary modifier to the Initial Payout Amounts to reduce all Initial Payout Amounts by 10%. The Compensation Committee believed this was an appropriateacross-the-board adjustment in light of the Company’s financial goals during the year and generally supported by our newpay-for-performance philosophy.

The central objectiveschart below illustrates 2016 AIPpay-for-performance alignment:

Prior to the implementation of our executive compensationthe 2016 AIP, Ms. Driggs participated in a quarterly annual incentive program.

To account for this, in addition to the AIP amount shown above, Ms. Driggs received $37,500 in respect of the portion of her previous quarterly annual incentive program are to (i) attract, retain and reward executive officers who contribute to our long-term success; (ii) align compensation withearned during the short- and long-term interestsfirst quarter of shareholders; and (iii) motivate and reward high levelsfiscal year 2016.

Long-Term Incentives

For fiscal year 2016, each of team and individual performance. These objectives collectively seek to link executive officer compensation to our overall performance, which helps to align the interests of our executives with the interests of our shareholders.

Components of Executive Compensation

The principal components of compensation for our2016 Named Executive Officers were:(other than Mr. Shaw) received long-term incentive compensation in the form of stock-based awards.Stock-based awards foster apay-for-performance culture, even when based on a time-vesting schedule. We used stock options and

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fiscal year 2016, we made grants to the other2016 Named Executive Officers pursuant to both the 2006 Plan and the 2015 Plan. Going forward, we will use the 2015 Plan as the primary vehicle for recommendingprovidinglong-term incentive awards. The 2006 Plan expired in September of 2016 and, as a result, we will not issue any future awards pursuant to the Compensation Committee whether any2006 Plan.

For additional details with respect to 2016 long-term equity incentive awards, should be granted to Namedsee the footnotes accompanying the “Fiscal Year 2016 Grants of Plan-Based Awards” table.

How We Develop Our Executive Officers.Compensation Programs

Role of the Compensation Committee and Compensation Advisor in Determining Compensation

During fiscal year 2014, the Compensation Committee retained the services of Chernoff Diamond as its compensation advisor with respect to executive compensation matters. The Compensation Committee relied on compensation analysis for the CEO, other officers and non-officers generated by the compensation advisor. Upon the request of the Compensation Committee, the compensation advisor attends certain Compensation Committee meetings to provide information and recommendations regarding our executive compensation program. Apart from its work for the Compensation Committee, Chernoff Diamond does not provide any significant services to the Company or management.

The Compensation Committee generally meets in executive session without any member of management present when discussing compensation matters pertaining to our CEO, and with the CEO when discussing other Named Executive Officers.named executive officers.

When making decisions with respect to the CEO, the Compensation Committee reviews and discusses the CEO’s performance and makes preliminary determinations about his compensation, including base salary, annual incentives andlong-term incentive compensation. For other named executive officers, the CEO considers performance and makes individual recommendations to the Compensation Committee on base salary, annual incentives andlong-term incentive compensation. The Compensation Committee has determinedthen reviews, discusses and modifies, as appropriate, the compensation recommendations with the independent members of the Board and final compensation decisions are approved by the Board after this discussion. In September of 2016, the Compensation Committee amended its charter in order to, among other things, provide that the Compensation Committee would be responsible for approving the compensation of the named executive officers (other than the CEO) (as opposed to making recommendations to the independent members of the Board).

For more information on the Compensation Committee’s role and responsibilities, please refer to the Compensation Committee’s charter available on our website at www.volt.com.

Role of Independent Compensation Consultant

Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any compensation consultant, as well as any independent legal, financial or other advisors, as it deems necessary. For fiscal year 2016, the Compensation Committee elected to continue its retention of ClearBridge as its independent compensation consultant. ClearBridge’s role during fiscal year 2016 included:

Prior to the retention of a compensation consultant or any other external advisor, Chernoff Diamond,and from time to time as the Compensation Committee deems appropriate, the Compensation Committee evaluates the advisor’s independence from management, taking into consideration all relevant factors, including the six independence factors specified in the NYSE listing rules and applicable SEC requirements. The Compensation Committee reviewed the independence of ClearBridge and concluded that it is independent and that its work for the Compensation Committee doeshas not raiseraised any conflictconflicts of interest. The compensation advisor is retained directly by the

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Role of our Compensation Committee.Peer Group

The Compensation Committee relied uponconsiders a study compiled by its collective judgmentcompensation consultant of compensation packages for executives in making its decisions regarding the compensationan industry peer group, culled from publicly filed documents of each member of the CEOpeer group. The compensation consultant identifies a group of staffing and not upon guidelines services-related companies that are comparable in terms of business mix and revenue size and reflects companies we compete with for talent and/or formulas or short-term changes in our stock price in determining the amountcapital, and mix of compensation elements for the CEO. Key factors that the Compensation Committee considered includedreviews, considers and approves the nature and scopepeer group.

The peer group of companies used during fiscal year 2016 is listed below. This peer group is generally consistent with the peer group used in prior years, with a few modifications made to enhance the relevance of the CEO’s responsibilities, his effectiveness in conducting our business duringpeer group using the priorselection criteria described above. The companies added to the comparator group for fiscal year 2016 are TriNet Group Inc. and leading initiatives to increase earnings per share.

The Compensation Committee determined the total compensationResources Connections Inc. Companies removed from our peer group for Mr. Kochman, who served as our CEO throughout fiscal year 2014. The decision was based primarily upon2016 were Korn/Ferry International; Heidrick & Struggles International; DHI Group Inc.; RCM Technologies Inc.; and Mastech Holdings Inc.

Our Fiscal Year 2016 Peer Group

Consistent with the Compensation Committee’s assessment of the CEO’s performance based on objective criteria, including performance of the business, accomplishment of reported goalsphilosophy and long-term strategic objectives and the development of management, as well as subjective criteria and its assessment of the CEO’s potential to improve business and thereby enhance long-term shareholder value, and took account of the terms of Mr. Kochman’s employment agreement, which is described below.

With respect to long-term equity incentives,guiding principles for determining overall executive compensation, the Compensation Committee is responsible for making awardsdoes not target any particular percentile at which to the other Named Executive Officers based upon the recommendation of the CEO. In determining the long-term incentives to be awarded to the other Named Executive Officers,align compensation. However, the Compensation Committee considerswill use the CEO’s recommendation,peer group median as a reference point when making pay decisions. Although the Named Executive Officers’ cash compensation, the naturemedian is used as a reference point, actual levels of pay depend on a variety of factors such as experience and scope of the Named Executive Officers’ responsibilitiesindividual and their individual

performance, and takes into account the terms of the Named Executive Officer’s employment agreement with the Company, if any. Employment agreements with the Named Executive Officers are described below.

Role of theour CEO in Determining Compensation

For all Named Executive Officers, no single component of compensation is emphasized over any other component because of their combined potentialThe CEO develops and recommends to influence Named Executive Officers’ performance. Therefore, the Company does not expect that its compensation policies are reasonably likely to have a material adverse effect on the Company. The Compensation Committee understands that Mr. Kochman, as CEO, based his determination of the total cash compensation of the other Named Executive Officers primarily upon his assessment of the individual officer’s performance and potential to improve business and thereby to enhance long-term shareholder value. The Compensation Committee understands that Mr. Kochman relied upon his judgment in making his decisions and not upon guidelines or formulas or short-term changes in the Company’s stock price in determining the amount and mix of compensation elements for the other Named Executive Officers.

The Role of Shareholder Say-on-Pay Vote

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 2013 fiscal year. The Company’s shareholders approved the compensation of the Company’s Named Executive Officers, with over 81% of shareholder votes cast in favor of the executive compensation program for the Company’s Named Executive Officers. Following this “say-on-pay” vote, the Compensation Committee did not make any material changes to its overall approach to executive compensation for the 2014 fiscal year.

Base Salary

Base salary is the fixed component of an executive’s annual cash compensation. The objective of base salary is to provide a portion of compensation to the Named Executive Officer that is not “at risk,” and is generally unaffected by fluctuations in the Company’s performance or the market in general. The Compensation Committee has not set a base salary for the CEO at any fixed level as against comparable positions, but instead considers the CEO’s compensation each year based on all of the factors discussed in this CD&A, including, but not limited to, the individual officer’s performance, the officer’s potential to improve business and thereby to enhance long-term shareholder value, and overall Company performance.

Base salarieslevels for our Named Executive Officers, other than the CEO, were primarily determined based upon the general knowledge of the CEO with input and recommendations from the Vice President of Human Resources (except, in the case of our CFO, with respect to whom Chernoff Diamond provided input and recommendations), and base salaries paid to similarly positioned company executives within the Company, the terms of any contractual arrangements, salaries paid historically, tax and accounting issues and, when appropriate, personal performance as assessed by the Compensation Committee and the CEO. No formulaic base salary adjustments were provided to the Named Executive Officers in fiscal year 2014. Adjustments in base salary for Named Executive Officers are discretionary and are generally considered no more frequently than every 12 months.

The base salary of each of our 2014 Named Executive Officers during fiscal year 2014 was unchanged from the executive’s base salary at the end of fiscal year 2013, with the exceptions of Ms. Driggs who received an increase of $106,752 (to $300,000 from $193,248) and Ms. Larson who received an increase of $76,358 (to $300,000 from $223,642).

Annual Cash Incentive

For fiscal year 2014, the determination as to the annual cash bonus for the CEO was made by the Compensation Committee based on an assessment of his performance during the prior fiscal year, and the determination as to the annual cash bonus of the other Named Executive Officers was primarily made by the CEO based upon the performance of each such Named Executive Officer during the prior fiscal year.

The annual cash bonus provides cash incentives for our Named Executive Officers to focus on annual financial and operating results by placing a portion of total compensation opportunity “at risk.” The Compensation Committee and the CEO, as the case may be, relied upon their judgment and not upon guidelines or formulas or short-term changes in our stock price in determining the amount, if any, of the annual cash bonus. Key factors that are considered include business unit performance and contributions to strategic initiatives by the Named Executive Officer during the prior fiscal year.

Mr. Kochman

With respect to fiscal year 2014, we paid to Mr. Kochman a bonus of $575,000, which was his target bonus for fiscal year 2014 established by the Compensation Committee. The factors considered in determining Mr. Kochman’s bonus included the relisting of our common stock on a national securities exchange, progress in becoming current in required external reporting and continued implementation of a strategic plan.

Mr. Whitney

Mr. Whitney received an annual bonus of $400,000 for fiscal year 2014 (which was equal to his target bonus as established by the Compensation Committee). The factors considered in determining Mr. Whitney’s bonus included progress in becoming current in required external reporting, continued restructuring of the Company’s accounting function, continued strengthening of the Company’s financial control environment, and the relisting of the Company’s common stock on a national securities exchange.

As discussed under “Agreements with 2014 Named Executive Officers – James Whitney,” Mr. Whitney’s employment agreement, which was entered into in 2012, provided for him to earn a special bonus of up to $750,000 based on the Company filing certain reports with the SEC as part of its effort to again become current in its required reporting. Mr. Whitney earned the first $250,000 of the special bonus during fiscal 2013, and payment of this amount was reported in the Company’s proxy statement for its 2014 annual meeting of shareholders. Mr. Whitney earned the remaining $500,000 of the special bonus during fiscal year 2014 upon the Company’s filing with the SEC of (i) its annual report onForm 10-K for the fiscal year ending October 31, 2011 (which filing was made on November 15, 2013); and (ii) its annual report onForm 10-K for the fiscal year ending October 28, 2012 (which filing was also made on November 15, 2013). Payment of this portion of Mr. Whitney’s special bonus is included in the amount reported in the Fiscal Year 2014 Summary Compensation Table under the “Bonus” column in the row for fiscal year 2014.

For fiscal year 2014 and beyond, Mr. Whitney’s employment agreement provided that he would be eligible to earn target annual bonuses and long-term incentive awards as determined by the CEO and approved by the Compensation Committee.

Mr. Whitney’s employment terminated effective March 20, 2015 as described in further detail below under “Long Term Incentives.”

Ms. Larson

Ms. Larson’s annual cash incentives are established under the terms of her employment agreement. At the beginning of fiscal year 2014, Ms. Larson was granted a quarterly incentive goal of $62,500 based on continued satisfaction of non-quantitative measures including engendering a collaborative, team approach with colleagues and other corporate functions, an annual incentive of up to $87,500 to be earned based on operating income levels for fiscal year 2014 of the North American staffing segment of Volt Workforce Solutions and a non-quantitative performance incentive of up to $25,000 based on operational performance goals.

Ms. Larson’s aggregate incentive earned for fiscal year 2014 was $270,000, representing full payment of her quarterly incentives and $20,000 for the attainment of operational performance goals related to the advancement of strategic initiatives.

Ms. Driggs

Ms. Driggs’ annual cash incentives are established under the terms of her employment agreement. At the beginning of fiscal year 2014, Ms. Driggs was granted a quarterly incentive goal of $37,500 based on continued satisfaction of non-quantitative measures including engendering a collaborative, team approach with colleagues and other corporate functions, an annual incentive of up to $87,500 to be earned based on operating income levels for fiscal year 2014 of the North American staffing segment of Volt Workforce Solutions and a non-quantitative performance incentive of up to $25,000 based on operational performance goals. Ms. Driggs’ aggregate incentive earned for fiscal year 2014 was $162,500, representing full payment of her quarterly incentives and $12,500 for the attainment of operational performance goals related to the advancement of strategic initiatives.

Mr. Zimmerman

Mr. Zimmerman’s annual cash incentives were established under the terms of his employment agreement. At the beginning of fiscal year 2014, Mr. Zimmerman was granted a quarterly incentive goal of $81,250 based on continued satisfaction of non-quantitative measures including engendering a collaborative, team approach with colleagues and other corporate functions, and a target annual incentive of $100,000 to be earned based on operating income levels for fiscal year 2014. In connection with Mr. Zimmerman’s termination of employment effective May 9, 2014, he was awarded aggregate incentive for fiscal year 2014 of $162,500.

Long-Term Incentives

A key component of our executive compensation program is long-term incentives that may be comprised of either cash or equity or a combination of both. The equity portion is granted pursuant to our 2006 Incentive Stock Plan (the “Incentive Plan”). It is our philosophy that the Company’s Named Executive Officers should be rewarded based upon our financial performance as well as each executive’s contribution to advancing our business strategy and our long-term performance. We believe that an equity ownership stake in the Company is an important component in linking each executive officer’s compensation to our performance to improve business and thereby create long-term shareholder value. Grants of restricted stock, restricted stock units and stock options serve to align the interests of the shareholders with those of the Named Executive Officers by incentivizing the Named Executive Officers toward the creation and preservation of long-term shareholder value. Under the Incentive Plan, eligiblenamed executive officers may, subject to Compensation Committee oversight and discretion (and,provides his perspectives. The CEO does not participate in the case of the CEO, subject to Board input and ratification), receive annual performance-based bonuses in the form of an equity award.or otherwise influence recommendations regarding his own compensation.

For several years prior to fiscal year 2014, our common stock was not listed on any national securities exchange and therefore was not actively traded, although it continued to trade on the over-the-counter market. Under these circumstances, the Compensation Committee concluded that equity awards would not be an effective tool for motivating and retaining key executive talent and, with the exception of the awards to Mr. Kochman and Mr. Whitney, did not make equity awards to any other Named Executive Officer. On August 26, 2014, we listed our common shares on the NYSE:MKT. In anticipation of this development, the Compensation Committee made awards of performance-based stock options to Messrs. Kochman, Whitney, Larson and Driggs and to certain other senior officers of the Company on July 3, 2014. These stock options were “out of the money” when granted and will have value to the executive only if our stock price attains certain specified price thresholds. More specifically, the awards to each

executive consisted of three tranches of stock options with exercise prices of $10, $12 and $14, respectively, and each tranche will become exercisable only if the closing price of our common stock during any 10 consecutive trading day period ending on or prior to July 3, 2017 equals or exceeds the exercise price for that tranche. The closing price of our common stock on July 3, 2014 on the over-the-counter market was $9.49.

Mr. Kochman

Mr. Kochman’s fiscal year 2014 cash long-term incentive award was conditioned on his achievement of performance targets determined by the Compensation Committee at the start of fiscal year 2014. These targets related to the relisting of our common stock on a national securities exchange, progress in becoming current in required external reporting and continued implementation of a strategic plan. The Compensation Committee determined after the end of fiscal year 2014 that Mr. Kochman had achieved the performance targets and authorized granting his full target award consisting of $270,000 cash and 40,000 shares of restricted stock. The cash portion of the award is payable, and the restricted shares vest, in equal amounts on each of the following dates: (a) 15 days after the filing date with the SEC of our annual report onForm 10-K for the fiscal year 2014 (which report was filed on January 20, 2015), (b) October 30, 2015, and (c) October 30, 2016. Mr. Kochman must remain employed by the Company on each of those dates in order to receive payment or vesting, but his award will vest in full in the event that he is terminated without cause or resigns for good reason within 90 days of a change in control.

In addition, in July 2014, the Compensation Committee awarded Mr. Kochman 100,000 performance-based stock options having the terms described above.

Mr. Whitney

The Compensation Committee established Mr. Whitney’s target long-term incentive award for fiscal year 2014 at $400,000 in cash. Mr. Whitney’s fiscal year 2014 long-term incentive award was conditioned on his achievement of performance targets determined by the Compensation Committee at the start of fiscal year 2014. These targets related to completing progress in becoming current in required external reporting, continued restructuring of the Company’s accounting function, continued strengthening of the Company’s financial control environment, and the relisting of the Company’s common stock on a national securities exchange. The Compensation Committee determined at the end of fiscal year 2014 that Mr. Whitney had achieved the performance targets and authorized granting of the full target award. Mr. Whitney’s award of $400,000 was payable in three equal installments. The first installment became payable 15 days after the filing date with the SEC of the Company’s annual report onForm 10-K for fiscal year 2014 (which report was filed on January 20, 2015); the remaining installments were to become payable on October 30, 2015 and October 30, 2016, provided that Mr. Whitney remained employed through the relevant payment date. Mr. Whitney was entitled to payment of the award in full if we terminated Mr. Whitney’s employment without cause or he resigned for good reason.

In addition, in July 2014, the Compensation Committee awarded Mr. Whitney 60,000 performance-based stock options having the terms described above.

Mr. Whitney left the Company effective March 20, 2015. In connection with Mr. Whitney’s departure, we agreed to accelerate the vesting of the remaining 10,000 shares of restricted Volt common stock that had been awarded to him in fiscal year 2012 as sign-on equity and to pay him separation pay of $966,667 consisting of (i) one year of his current salary ($400,000), (ii) a pro rata bonus for fiscal year 2015 equal to five-twelfths of his target bonus for fiscal year 2014 of $400,000 and (iii) the long-term incentive payments earned during fiscal years 2013 and 2014 that otherwise would be due to be paid to Mr. Whitney in October 2015 ($400,000).

Ms. Larson

In July 2014, the Compensation Committee awarded Ms. Larson 30,000 performance-based stock options having the terms described above.

Ms. Driggs

In July 2014, the Compensation Committee awarded Ms.  Driggs 30,000 performance-based stock options having the terms described above.

Employment, Termination of Employment andChange-In-Control Agreements

During fiscal year 2014,2016, we were party to employment agreements and severance and retirement agreements with certainall of our 2016 Named Executive Officers. We utilize such arrangements in order to attract, motivate and retain high caliber talent. We are not party topre-arranged severance agreements orso-called change of control agreements with any of our 2016 Named Executive Officers. None of the employment agreements with our 2016 Named Executive Officers contain taxgross-ups. The Compensation Committee and CEO,Chief Executive Officer, as applicable, considered these agreements in reaching their compensation decisions. A description of these agreements can be found in “Agreements“EmploymentAgreements with 20142016 Named Executive Officers.”

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EXECUTIVE COMPENSATION

Clawback/Recoupment

We may clawback compensation paid to certain of our Named Executive Officers. The employment agreementagreements with each of Mr. Kochman,Dean, Mr. Whitney, Ms. Larson,Tomkins, and Ms. Driggs and Mr. Zimmerman providesprovide that the Companywe may recover any compensation received that is subject to recovery under, or required to be recovered by, applicable law, government regulation or stock exchange listing requirements, including the Sarbanes-Oxley Act of 2002 or the Dodd-Frank Act of 2010. Further, the award agreements governing equity awards granted during fiscal year 2016 provide for recoupment of those awards in accordance with applicable government regulation, stock exchange listing requirements, or other applicable law, or pursuant to any then-existing clawback policy of the Company.

Stock Ownership Guidelines

On December 13, 2016, the Board adopted stock ownership and retention guidelines for our named executive officers (other than Mr. Shaw) pursuant to which such individuals are expected to attain minimum levels of stock ownership and retain portions of their equity holdings for a certain period of time. Individuals subject to these guidelines have until the fifth anniversary of the guideline’s adoption date to attain the requisite level of ownership. The target ownership level of Company stock is expressed as a multiple of base salary. Specifically, target ownership level is set at 5x base salary for the CEO and 1x base salary for all other named executive officers. Until the ownership threshold is achieved, individuals subject to the guidelines may only sell up to 50% of the net number of shares received after the sale or withholding of taxes in connection with the vesting or exercise of shares underlying such awards.

Hedging; Pledging

The Board has adopted a policy that prohibits hedging transactions and prohibits pledging transactions except in very limited circumstances. Pursuant to the policy, hedging is not permitted, and any officer, director or employee who wishes to pledge shares in accordance with the policy must obtain the prior approval of the Company’s Senior Vice President and General Counsel. This policy is included in the Company’s Insider Trading Policy, which is available on the “Corporate Governance” section of the Company’s website at www.volt.com.

Benefits

General

Our executive officers do not participate in anytax-qualified defined benefit plan sponsored by the Company.us. We do not provide our executives, including our 2016 Named Executive Officers, with a special or supplemental defined benefit pension orpost-retirement health benefits. Our Named Executive Officersnamed executive officers receive health and welfare benefits under the same programs and subject to the same eligibility requirements that apply to our employees generally.

Deferred Compensation Opportunity; Other Retirement Benefits

Our 2016 Named Executive Officers are eligible to participate in our 401(k) plan. We currently match 50% of the first 2% of eligible pay that employees contribute to the 401(k) plan. We also have anon-qualified deferred compensation and supplemental savings plan (the “DCP”) which permitsour 2016 Named Executive Officers are eligible to participate in. The DCP was amended in June of 2016 to allow for participation bynon-employee directors and to allow for the deferral of restricted stock units. Beginning with compensation earned for fiscal year 2017, employees may elect to defer a portion of their salary. This plan consists solelybase salary and cash bonuses, and may elect to defer all or any portion of participant deferralshis or her restricted stock units.Non-employee directors may elect to defer all or any portion of cash retainer fees and earnings thereon. We invest the assetsmay elect to defer all or any portion of the plan in mutual funds based upon investment preferences of the participants.

Perquisites

Perquisites represent a minor component of executive compensation. We do not provide our 2016 Named Executive Officers with a small number of perquisites that we believeother than those provided to be reasonable and competitive. Further detail can be found in footnote six of the “Summary Compensation Table.”our employees generally. No taxgross-up payments are provided in connection with any perquisites.

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EXECUTIVE COMPENSATION

OtherCompensation-Related Matters

Accounting forShare-Based Compensation

We account forshare-based compensation including restricted stock, restricted stock units and stock option awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), Compensation – Compensation—Stock Compensation.

Impact of Tax Treatment on Compensation

Section 162(m) of the Internal Revenue Code limits the Company’s tax deduction for compensation in excess of $1$1.0 million paid in any one year to its Chief Executive Officer and certain other executive officers unless the compensation is “qualifiedperformance-based compensation.” Payments of bonuses willincentive awards may constitute “qualifiedperformance-based compensation” under the provisions of Section 162(m) if payable on account of the attainment of one or morepre-established, objective performance goals and if certain other requirements are met. The Company’s Incentive Bonus Plan and Amended and Restated 2007 Incentive Award Plan were each approved by our shareholders pursuant to the requirements of Section 162(m) and the Company typically intends for certain awards earned under these plansthe 2015 Plan to qualify for tax deduction. However, the Compensation Committee reserves the right to pay the Company’sto our employees, including participants in the Incentive2015 Plan, other amounts which may or may not be deductible under Section 162(m) or other provisions of the Internal Revenue Code.

The Compensation Committee considers the anticipated tax treatment to the Company in its review and establishment of compensation programs and awards. The Compensation Committee intends to continue to consider the deductibility of compensation as a factor in assessing whether a particular arrangement is appropriate, givenbased on the goals of maintaining a competitive executive compensation system generally, motivating executives to achieve corporate performance objectives and increasing shareholder value. None of the payments made during fiscal year 2016 to our 2016 Named Executive Officers were structured to qualify as performance-based compensation under Section 162(m) given that the Company’s current tax position is such that a lack of compensation-related deduction is not expected to have a negative tax implication.

Compensation Risk Assessment

The Compensation Committee considered various factors that have the effect of mitigating compensation-related risks and have reviewed our compensation policies and practices for our employees, including the elements of our executive compensation programs, to determine whether any portion of such compensation encourages excessive risk taking. The Compensation Committee does not believe that any risks that may arise from our compensation policies and practices are reasonably likely to have a material adverse effect on our Company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed this Compensation Discussion and AnalysisCD&A as required by Item 407(e) ofRegulation S-K with management and, based on this review and discussion, recommended to the Board that this Compensation Discussion and AnalysisCD&A be included in this proxy statement.Proxy Statement.

Nicholas S. Cyprus

James E. Boone

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

AllDuring fiscal year 2016, all members of the Compensation Committee were independent directors, and no member was an employee ordirectors. Mr. Boone, who joined the Compensation Committee in 2016, is a former employee of the Company. During the fiscal year 2014,2016, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of anotherany entity any of whose executive officers also served on our Compensation Committee. No member of our Compensation Committee was an officer of the Company during fiscal year 2014. During fiscal year 2014, we paid or accrued $1.2 million to Troutman Sanders LLP, at which Lloyd Frank, a member of our Compensation Committee, is Senior Counsel, for services rendered to us and expenses reimbursed.2016.

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EXECUTIVE COMPENSATION

Fiscal Year 20142016 Executive Compensation

Fiscal Year 2014 Summary Compensation Table

The following table provides information concerning the compensation of the 20142016 Named Executive Officers for each of the fiscal years ended October 30, 2016, November 1, 2015, November 2, 2014, November 3, 2013 and October 28, 2012.2014. The Company’s fiscal year ends on the Sunday nearest October 31st. The 2014 and 2012 fiscal years consisted31^st of 52 weeks while the 2013 fiscal year consisted of 53 weeks. In the column “Salary,” we disclose the amount of base salary paid to the 2014 Named Executive Officers during the fiscaleach year.

Fiscal Year 2014 Summary Compensation TableFISCAL YEAR 2016 SUMMARY COMPENSATION TABLE

(which filing was made on November 15, 2013) and its annual report onForm 10-K for the fiscal year ending October 28, 2012 (which filing was also made on November 15, 2013). For an explanation of how annual bonuses were determined, see “Annual Cash Incentive” in Compensation Discussion and Analysis. For a description of Mr. Whitney’s special bonus arrangement see “Agreements with 2014 Named Executive Officers – James Whitney.”

(3)

Amounts shown in the Stock Awards column reflect the aggregate grant date fair value of stock granted to our 2016 Named Executive Officers determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 1315 in our Notes to Consolidated Financial Statements included in our Annual Report on FormForm 10-K for the fiscal year ended November 2, 2014. No2016 filed on January 12, 2017. None of our named executive officers, other than Mr. Dean, received stock awards in fiscal year 2015. For a detailed explanation of the stock awards granted to our 2016 Named Executive Officer received grantsOfficers during fiscal year 2016, see the footnotes accompanying the “Fiscal Year 2016 Grants of stock awards during 2014 and 2012. The 2013 amount for Mr. Kochman includes awardsPlan-Based Awards” table as part of his long-term incentive for fiscal years 2012 and 2013.well as the “Long-Term Incentives” discussion in the CD&A.

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EXECUTIVE COMPENSATION

Fiscal Year 2014 Grants of Plan-Based AwardsFISCAL YEAR 2016 GRANTS OFPLAN-BASED AWARDS

The table below provides information regarding awards made by the Compensation Committee in fiscal year 2014. The values shown below for equity awards to Mr. Kochman, Mr. Whitney, Ms. Larson and Ms. Driggs are each equity award’s grant date fair value as determined under applicable accounting standards.2016.