1133 Avenue of the Americas, 15^th Floor

New York, NY 10036

Tel: 212-704-2400

February 24, 2017

Dear valued shareholder,

As I reflect on our fiscalam so pleased to address you as Volt’s President and Chief Executive Officer. Now well into my first year 2016,leading this great company, I am proud to have concluded my first full year as Chief Executive Officer withthat Volt has emerged from a solid fourth quarter, highlighted by strong year-over-yearrecent period of transition prepared for sustainable revenue 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 core domestic staffing business. Our initiatives to reposition the business for profitable growth are beginningalso starting to take hold.hold, and we are heartened that our results in the fourth quarter of our 2018 fiscal year began to reflect the traction that we expect to continue in the quarters and years ahead.

We are steadfast in our continued commitment to strengtheningpositioning Volt for competitive advantage by drawing on our balance sheet, streamlininglocal, regional and global expertise, utilizing our robust sales organization, and by establishing greater internal accountability. We completed a successful campaign in 2018 to increase the company’s focus on a targeted spectrum of clients in the retail, mid-market and global MSP segments. As a result, we are now able to sell to and deliver to clients in a more directed and deliberate way. Further, we have built an improved sales engine and refocused business development managers on selling retail business, which we expect will better enable us to both retain existing clients and improving our cost structurecompensate for any loss in revenue that occurs as part of the natural ebb 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 revenueflow in demand from our core North American staffing business.client base. The past year was also marked by increased success in aligning our European and U.S. teams to create improved operational synergies, share best practices and leverage existing and new client opportunities. As has been the case throughout Volt’s history, our commitment to our customers and high quality of service endures, and we believe this commitmentdedication will translate into business growthimproved financial performance for the benefit of our shareholders.

Volt is now led byhas a seasoned, talented skilled senior management team which is incentivized to create and protect shareholder value.with deep industry-specific experience. In addition, our dedicated and passionate employees have worked tirelessly and supportedcontinue to work to implement the changes we have instituted big and small, throughoutare blazing the organization.path forward. Our collectivecollaborative spirit, loyalty and teamwork waswere instrumental in achieving important business goalsto our achievements this past year (and particularly those achieved in recent months) 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 recognizesplease know that we still have a lot of work ahead of us, we remain steadfastlyare dedicated to delivering on our commitment to you, our valued shareholder.driving shareholder value, first and foremost. The Board of Directors joins me in extending to you ana warm invitation to attend our Annual Meeting of Shareholders. Your vote is very important to us, so we encourage you to promptly vote your shares by submitting your proxy. We look forward to continuing our dialogue with shareholders and we sincerely thank you for your investment in Volt.our company.

Michael D. Dean

Linda Perneau
President, Chief Executive Officer and Director

Volt Information Sciences, Inc.

Proxy Statement

2017
2019 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 20172019 Annual Meeting of Shareholders (the “Meeting”) to be held on June 8, 2017,Wednesday, May 1, 2019, at the offices of the Company, located at 2401 N. Glassell Street, Orange, California 92865, at 10:00 a.m. (PDT) and at any adjournment of the Meeting. When the Company asks for your proxy, we must provide you with a proxy statement (this “Proxy Statement”) 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, LetterAs permitted by the Securities and Exchange Commission, we are furnishing to Shareholders,stockholders our Notice of Annual Meeting, Proxy Statement, Proxy Card and proxy card are being mailed to shareholders beginning onAnnual Report primarily over the internet. On or about April 17, 2017.March 22, 2019, we will mail to each of our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet, and how to access the Proxy Card to vote on the internet or by telephone. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one.

What will I vote on?

The following items:

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

We do not expect any other items of business at the Meeting. Nonetheless, if there is an unforeseen need, your proxy will give discretionary authority to Michael D. Dean,Linda Perneau, 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 April 10, 2017,March 12, 2019, may vote at the Meeting.

How many votes do I have?

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

GENERAL INFORMATION

How do I vote?

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

May I vote by telephone or via the Internet?

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

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 those costs.

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

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

GENERAL INFORMATION

4:00 p.m. (EDT) on June 6, 2017April 26, 2019 in order to communicate your instructions to the plan’s trustee, who will vote your shares. Any plan shares for which we do not receive instructions from the employee will be voted by the trustee 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 Meeting by sending a signed notice to the Company’s Secretary, Volt Information Sciences, Inc., 1133 Avenue of the Americas,50 Charles Lindbergh Boulevard, Suite 206, Uniondale, New York New York 10036.11553. If you want to change your vote at any time before the Meeting, you must deliver a later datedlater-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 employeesor directors 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. Broadridge Financial Solutions, Inc. (“Broadridge”) and D.F. King & Co, Inc. will assist us with the solicitation and tabulation of proxies for an estimated feefees of $8,500$10,000 and $9,000, respectively, plus reasonableout-of-pocket costs and expenses. Our agreementagreements with Broadridge and D.F. King with respect to these matters contains customary indemnification provisions.

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

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 2 in this Proxy Statement (ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017)2019) 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 with respect to such Items.

Who will count the vote?

Votes at the Meeting will be counted by the inspectorsinspector 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 somecertain 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 20182020 annual meeting?

There are two principal 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 (the “Exchange Act”), 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 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 wishes 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 theone-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” “By-Laws”);provided, however, that if the 20182020 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 20182020 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., 1133 Avenue of the Americas,50 Charles Lindbergh Boulevard, Suite 206, Uniondale, New York New York 10036.11553.

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 website at http:https://www.volt.com/template_vis_investors.investor.volt.com.

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., 1133 Avenue of the Americas,50 Charles Lindbergh Boulevard, Suite 206, Uniondale, New York NY 10036.11553. The Company’s Secretary will then forward all questions or comments directly to our Board or a specific director, as the case may be.

GENERAL INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth information, as of February 20, 201715, 2019 (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 20162018 named executive officers (the “2016“2018 Named Executive Officers” or the “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,50 Charles Lindbergh Boulevard, Suite 206, Uniondale, New York New York 10036.11553.

GENERAL INFORMATION

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 wasan Executive Vice President of ABC Cable Networks Group, amulti-billion dollar global division of The Walt Disney Company, where he ran all ofat Randstad from December 2011 to April 2012. Ms. Perneau’s experience in 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, 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 holds an MBA from the Harvard Business School. Mr. Dean brings to our Board substantial managerial, operational and strategy experience.

Jerome Shawco-founded the Company in 1950 with his brother, has servedstaffing industry also includes serving as Executive Vice President since 1957 (when the present company was organized)at SFN Group (Spherion), served as Secretary of the Company from 1957 until 2014Senior Vice President (Southeast Division) at Adecco, and has been employed in executive capacities by the Company and its predecessors since 1950. Mr. Shaw continues to provide leadership through his deep understanding of our industry, business, services, customers, suppliers and employees. Mr. Shaw served on the Board from April 2012 to May 2015.

Area Manager-West Region for Kelly Services.

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 aan active Certified Public Accountant and is a member of the American Institute of CPAs and the NJNew Jersey Society of CPAs. He earned his MBA with an emphasis in International Finance from Seton Hall University.

Bryan BerndtNancy 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

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 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.

Nancy 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.

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

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

John C. Rudolf served as a director from March 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 brought to our Board substantial experience and knowledge as a professional investor and the perspective of a substantial,long-term shareholder in our Company.

James E. Boone has been a director since May 2015. Mr. Boone has been an independent executive management consultant and angel investor since 2013. From June 2011 to May 2012, Mr. Boone served as an advisor to the Chief Executive Officer of the Company and, from June 2011 to December 2012, as President and Chief Executive Officer of ProcureStaff Technologies, Ltd., a then separate business unit of the 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 Impellam Group PLC, North America, a provider of staffing solutions and managed

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

services for workforce needs globally. Mr. Boone has extensive managerial and operational experience and background working with staffing and executive search firms, including the Company. Mr. Boone graduated magna cum laude from the University of Louisville with a Bachelor’s of Science in Commerce.

NicholasNick S. Cyprus has been a director since May 2015. Mr. Cyprus has beenalso serves on the Board of Maxar Technologies as Audit Committee Chair and as a member of the boardits Risk Committee. He previously served as a member of directors ofits Governance & Nominating Committee. From 2009 until October 2017, when Maxar Technologies acquired DigitalGlobe, Inc. since May 2009 and, Mr. Cyprus served as Audit Committee Chair at DigitalGlobe. Mr. Cyprus has also served as the boardAudit Committee Chair of directors of The Reader’s Digest Association, Inc.Trusted Media Brands 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 (“GM”), most recently as Vice President, Controller and Chief Accounting Officer. General MotorsGM filed a petition under Chapter 11 of the Bankruptcy Code in June 2009. Mr. Cyprus continued to serve at General MotorsGM during the pendency of, and its emergence from, its bankruptcy. Mr. Cyprus was a member of the team involved in the initial public offering of General MotorsGM 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 SiegelBruce G. Goodman has been a director since May 2015. Ms. Siegel2000. He has been General Counsel of Shepherd Kaplan LLC (an investment advisor registered with the PresidentSEC) since April 2008. Effective November 1, 2017, he also became Co-General Counsel of LAS Advisory Services,Shepherd Kaplan Krochuk, LLC (also an investment advisor registered with the SEC), when that firm acquired Shepherd Kaplan LLC. From April 1995 to April 2008, he was a firm providing advice to organizations on issues related to talent management, succession planning, organizational capability and culture since January 2013. Ms. Siegel was the Chief Human Resource Officer at Tyco International Ltd. from January 2003 until November 2012. She joined the company as part of a new leadership team charged with restoring the company’s reputation, financial health and governance practices. Ms. Siegel had responsibility for rebuilding the leadership team, executing a strategy to restore the confidencepartner of the company’s employees and building an HR function with deep expertise in global human resource practices. Since February 2009, Ms. Siegel has beenlaw firm of Hinckley, Allen & Snyder LLP. In addition to his perspective as 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 anon-management 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 advisorMr. Goodman provides to the G100 Network and teaches at the Ross School of Business at the University of Michigan and the Cornell School of Industrial and Labor Relations. Ms. Siegel brings to our Board substantial experience as a human resources executivebusiness lawyer with large global enterprisessubstantial experience and insight into the investment markets obtained as well as substantial public company board experience.

general counsel to an investment advisory firm.

William J. Grubbs has been an interima director since February 23, 2017. He has been nominated to serve2017, when he was appointed as an interim director. Mr. Grubbs was subsequently elected as a director of the Company.in June 2017. Mr. Grubbs became President, Chief Operating Officer and a director of Cross Country Healthcare, a NASDAQ-listed company that specializes in healthcare workforce solutions, onin April 1, 2013. He was appointed Chief Executive Officer of Cross Country

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

positions with SFN Group, Inc., including Executive Vice President and, Chief Operating Officer commencing in January 2007.2007, Chief Operating Officer. 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.since June 2017. From April 2015 until the present, Mr. Ursaner has managed the Ursaner Family Office, a private investment firm. Mr. Ursaner served as the founder and president of CJS Securities, Inc. from September 1997 through April 2015. In this capacity, he oversaw the strategy and growth of the company, which specialized in providingin-depth, fundamental research on small-capitalization andmid-capitalization companies viewed by CJS as underfollowed or misunderstood. Since 2010, Mr. Ursaner has served as a board member and a member of the Finance Committee of Friends of Karen, a nonprofit organization. Additionally,Previously, Mr. Ursaner has served as the head of the Finance Committee of Friends of Karen sincefrom 2014 to 2017, 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.Stony Brook. 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 theThe Wall Street Journal StarmineStarMine award as the #1 Rated Analyst in Business and Industrial Services.

Non-Executive Director Nominee

Celia R. Brown has served as a director of 1-800-Flowers.com, Inc. since June 2016, serving as a member of its Compensation and Nominating and Governance Committees. She has also been a management consultant since 2016. From January 2016 through June 2016, Ms. Brown served as an Integration Advisor at Willis Towers Watson and, from 2010 through January 2016, Ms. Brown served as the Executive Vice President and Group HR Director of Willis Group Holdings, a publicly-traded broking, solutions and advisory firm that merged with Willis Towers Watson. In her capacity as Executive Vice President and Group HR Director, she advised the CEO, compensation committee and board of directors on talent strategy, succession planning, reward strategy, culture, climate, and diversity. Ms. Brown earned a B.A. degree from Emory University and earned a J.D. degree from the University of North Carolina School of Law.

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 regular and special meetings of the Board and its committees. Our Board has standing Audit, Nominating/Corporate Governance, and Compensation Committees. In June 2018, a Strategic Alternatives Committee was formed to consider strategic alternatives involving the Company, including potential transactions. 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 &Corporate Governance section of the Company’s website, at www.volt.com.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Each member of the Audit Committee, which is currently comprised of NicholasNick S. Cyprus (Chair), Bruce G. Goodman, and Dana Messina and Arnold Ursaner, is financially literate and meets the current independence requirements for Audit Committee membership under both the rules of the SEC and the NYSE MKTAmerican Exchange (“NYSE:MKT”NYSE American”). The Board has determined that NicholasNick 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.NYSE American.

The Audit Committee operates under a written charter, adopted by our Board, whosethe adequacy of which is reviewed at least annually. The Audit Committee held 11five meetings during fiscal year 2016.2018.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee currently consists of Bruce G. Goodman (Chair), NicholasNick S. Cyprus, Dana Messina and 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:MKTNYSE American 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, in considering 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

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

During fiscal year 2016,2018, the Compensation Committee continued to retainmake use of the services of ClearBridge Compensation Group, LLC (“ClearBridge”), an independent compensation consultant, as advisor to the Compensation Committee. The Compensation Committee provides direction to its compensation consultantsconsultant with respect to its role in reviewing management recommendations, attending committee meetings, and with respect to other matters related to the scope of the compensation consultant’s engagement. The Compensation Committee held sixseven meetings during fiscal year 2016.2018.

Additional information regarding the Compensation Committee and our policies and procedures regarding executive compensation, including the role of compensation advisors and executive officers in recommending executive compensation, is provided in the “Executive Compensation— Discussion & Analysis of Fiscal Year 2018 Executive Compensation Discussion and AnalysisProgram” section of this Proxy Statement.

Strategic Alternatives Committee

The Strategic Alternatives Committee currently consists of Nick S. Cyprus, William J. Grubbs, Dana Messina and Arnold Ursaner. The Strategic Alternatives Committee is comprised entirely of directors determined by our Board to be “independent”. The Strategic Alternatives Committee operates under a written charter adopted by our Board. Pursuant to its charter, the Strategic Alternatives Committee is empowered to, among other things:

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

communicating, and monitoring enterprise risk management within the Company. In addition, our Director of Internal Audit, and during periods when that position is vacant, our Vice President of Risk Management, provides reports directlywhere necessary, 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.full board. Our General Counsel provides periodic updates to the Audit Committee regarding material legal claims against the 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,

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Procedures for Recommending Directors

There have been no material changes to the procedures by which our shareholders may recommend nominees to our Board from those procedures set forth in ourBy-Laws. According to ourBy-Laws, in order to do so, a shareholder must give us written notice not less than 120 days nor more than 150 days prior to theone-year anniversary of the date of the notice of the annual meeting of shareholders that was held in the immediately preceding year and must otherwise comply with the requirements set forth in ourBy-Laws;provided, however, that if the 20182020 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 20182020 annual meeting is given or made, then shareholders must provide notice to the Company within the time periods specified in theBy-Laws.

AUDIT COMMITTEE REPORT

ITEMItem 2.   PROPOSAL TO RATIFY THE APPOINTMENT OF ERNSTProposal to Ratify the Appointment of Ernst & YOUNGYoung LLP
as the Company’s Independent Registered Public Accounting Firm

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 2017.2019. 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 20172019 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.

AUDIT COMMITTEE REPORT

ITEMItem 3.   ADVISORY VOTE ON EXECUTIVE COMPENSATIONAdvisory Vote on Executive Compensation (“SAY-ON-PAY”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 20162018 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,2017 Annual Meeting, our shareholders approved holding these Say-on-Pay advisory votes biennially. Duringannually and, accordingly, the Board has adopted a policy of holding Say-on-Pay advisory votes on an annual basis. Following the Say-on-Pay advisory vote at this year’s Annual Meeting, the next Say-on-Pay advisory vote will be held at the Annual Meeting of Shareholders held in 2020.

We were disappointed that only 11.6% of shareholder votes cast on the Say-on-Pay proposal at the 2018 Annual Meeting were cast in favor of our executive compensation program for fiscal year 2015,2017. While we believe that, over the Board approvedpast four years, we have made concerted efforts to better align our executive compensation levels with our financial and stock price performance, we continue to consider new and alternative elements in our executive compensation programs. As a change from holdingSay-on-Pay advisory votes bienniallyresult of shareholder engagement since our 2018 Annual Meeting, we have considered various changes to holding such votes annually.

The vote on this resolution is not intendedour executive compensation plan to address any specific elementshareholder concerns. For example, the Compensation Committee recently revised our existing Annual Incentive Plan (“AIP”) design in order to eliminate entirely the use of compensation,individual performance factors. As a result, each executive officer’s AIP opportunity for fiscal year 2019 will be based 100% on financial performance metrics, creating a direct link between actual bonus payouts and the Company’s financial results.

Further, during fiscal year 2018, the Compensation Committee approved grants of performance-based restricted stock units to our executive officers (including our 2018 Named Executive Officers) as part of its annual long-term incentive (“LTI”) program, rather than using stock options or a greater portion of time-vested equity. The Compensation Committee implemented this performance-based award program after considering feedback the vote relates toCompensation Committee members received from certain shareholders in connection with its shareholder engagement efforts. As a result, the compensation of our 20162018 Named Executive Officers as describedreceived 50% of their 2018 LTI award in this Proxy Statement in accordancethe form of performance-based restricted stock units tied to absolute stock price growth, with the compensation disclosure rulesremaining 50% granted in the form of restricted stock units that vest over a three-year period beginning on the grant date. This new LTI program further ties pay with stock price performance, as up to 50% of the SEC. To the extent there is any significant vote against the 2016 Named Executive Officers’ compensation,LTI grant may be forfeited if certain stock price growth performance goals are not achieved.

Moreover, the Board andhas taken additional steps outside of the executive compensation program to address concerns raised by shareholders during the Company’s ongoing shareholder engagement efforts. Recognizing the concerns noted by certain shareholders regarding the dilutive impact of annual equity grants, almost all independent directors of the Board elected to forego their 2018 annual equity grant.

The Compensation Committee will continue to evaluate what actions, if any, may be appropriatehow best to addressstructure the concerns ofcompensation programs to ensure that our shareholders.

Ourexecutive officers are being appropriately and competitively compensated while also maintaining compensation program is intended to attract, motivatelevels commensurate with our financial and rewardstock performance. Taking into account the executive talent required to achieve our corporate objectives and increase shareholder value. Wepositive changes that have been implemented, we believe that our executive compensation program for fiscal year 2016 is2018 remains 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 20162018 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 20162018 Summary Compensation Table and the related tables and narrative disclosures included in this Proxy Statement.

EXECUTIVE COMPENSATION

20162018 Target Pay Mix for our Chief Executive Officer

To align pay levels for named executive officersour 2018 Named Executive Officers with the Company’s performance, our fiscal year 2016 pay mix places great emphasis on2018 compensation emphasizes performance-based initiatives. As an example, over 75%in her role as interim President and CEO during fiscal year 2018, 67% of our CEO’s 2016Ms. Perneau’s target total direct compensation (e.g., annual base salary, annual bonus and long-term incentives), was variable/”“at-risk”:

Ms. Perneau’s actual fiscal year 2018 compensation reflects that fiscal year 2018 was a transition year for her role with the Company. Specifically, in February 2018, Ms. Perneau served as an executive advisor to the Company’s international business, and transitioned to the role of President of Volt Workforce Solutions, its North American staffing business, in May 2018. In June of 2018, Ms. Perneau became interim President and Chief Executive Officer, and in November of 2018, Ms. Perneau was appointed President and Chief Executive Officer. As her role within the Company continued to evolve to one of a leader of the entire organization, her compensation was adjusted appropriately to reflect her increased duties and responsibilities as her position developed over time. Ms. Perneau’s fiscal year 2018 compensation package is described in more detail below.

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 the results from this year’s shareholder advisory vote in its ongoing evaluation of the Company’sour executive compensation programs and practices. The Compensation Committee hopes that shareholders will consider the foregoing changes when casting votes on this year’s Say-on-Pay proposal.

Dos and Don’tsDiscussion of Fiscal Year 2018 Executive Compensation PracticesProgram

During fiscal year 2016, we either implemented, employed, or refrained from the following compensation practices:

24    |Volt Information Sciences, Inc. 2017 Proxy Statement

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis (this “CD&A”) describes our executive compensation program(s), our compensation philosophy, and programs, the compensation decisions made under those programs, and the Compensation Committee’s considerations in making those decisions.decisions with respect to such programs.

Our 20162018 Named Executive Officers

This CD&A focusesThe descriptions contained in this section focus on the compensation of our 20162018 Named Executive Officers, who were:

How Each Element of our Executive Compensation Program Works

The 2016Our executive compensation program for our 20162018 Named Executive Officers consisted of onethe elements shown in the chart below. For 2018, target total direct compensation for the 2018 Named Executive Officers is positioned at or morearound the 25th percentile of the following elements:

Company’s peer group.

EXECUTIVE COMPENSATION

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)(iv) personal performance as assessed by the CEO (for his/her direct reports) and the Compensation Committee.

Adjustments in base salary for our 20162018 Named Executive Officers are discretionary and are generally considered no more frequently than every 12 months. In recognition of the additional time and effort expended on various strategic initiatives and their expanded role as members of the Executive Management Committee in fiscal year 2018, the Compensation Committee increased each of Mr. Tomkins’ and Ms. Avedissian’s annual base salaries by $35,000.

Ms. Perneau’s fiscal year 2018 annual base salary of $550,000 was established at the time of her hire, and was increased to $650,000 during fiscal year 2019 in connection with her transition to President and Chief Executive Officer.

Annual Incentives

Our 20162018 Named Executive Officers (other than Mr. Shaw)and other key employees are eligible to receive short-term compensation in the form of cash-based annual bonuses. During fiscal year 2016,bonuses under 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.AIP. Under the 2018 AIP, participants arewere eligible to earn bonuses based on the achievement ofpre-established corporate and/or business unit financial performance goals and individual MBOs.performance factors. 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. In determining amounts payable under the AIP, each 2018 Named Executive Officer’s financial performance goal(s) were weighted at 65% and the individual performance factors (as discussed below) were weighted at 35%.

For fiscal year 2018, Mr. Tomkins’ and Ms. Avedissian’s target annual bonuses were equal to 65% and 50%, respectively, of his and her annual base salary. Ms. Perneau’s target annual bonus was established at 60% of her annual base salary at the time of her hire, and was increased to 80% of her annual base salary in connection with her appointment to Interim Chief Executive Officer. In fiscal year 2019, Ms. Perneau’s target annual bonus was increased to 100% of her annual base salary as a result of her appointment to President and Chief Executive Officer.

Annual incentives payable to our 20162018 Named Executive Officers in respect of fiscal year 20162018 were based on the formula illustrated below:

Based on the formula above, our 2018 Named Executive Officers (excluding Mr. Dean, who did not receive an annual bonus payment for fiscal year 2018) only earned an average of 59% of their target bonuses for 2018.