UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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, 201723, 2018

Dear valued shareholder,

As I reflect on our 2017 fiscal year, 2016, I am proud to have concluded my firstsecond full year as Chief Executive Officer with a solid fourth quarter, highlighted by strong year-over-yearVolt emerging stronger and better positioned for growth in gross margin percentage along with careful expense management that together helped produce the most profitable quarter Voltthan it has achievedbeen in five years. We strongly 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, andwhile at the same time achieving top line growth. In 2016,We completed a successful campaign in 2017 to divestnon-core assets, including the sales of our quality assurance business and our information technology infrastructure support business. These transactions substantially improved our overall liquidity position and have enabled us to become a focused, pure-play staffing company, which I believe has better positioned us for future success. And importantly, we continued to add to our book of business, winning several significant new customer engagements. This, coupledengagements and expanding existing customer engagements throughout the year. Further, we launched and implemented a new company-wide technology upgrade that is expected to improve our time to market and competitiveness in recruiting delivery, as well as allow us to improve operational efficiency and, together with a slower rate of revenue decline from existing customers, is helpingother improvements in efficiencies, will result in significant future cost-savings. The past year also featured increased success in our cost-containment efforts, which enabled us to stabilize revenue from our core North American staffing business.deliver lower selling, administrative and other operating costs. 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 the growth of our business growth for the benefit of our shareholders.

Volt is now led byhas the benefit of a talented, skilled senior management team, which is focus on, and incentivized to, create and protect shareholder value. In addition, our dedicated and passionate employees have worked tirelessly and supportedto support the changes we have instituted, big and small, throughout the organization. Our collectivecollaborative spirit, loyalty and teamwork waswere instrumental into 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 hopeknow that our progress this past yearfocus and resolve is a clear indication of our resolve to achieve both our shortdrive shareholder value, first and long term goals.foremost. While management recognizes that we still have a lot of work ahead of us, we remainare steadfastly dedicated to delivering on our commitment to you, our valued shareholder. 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 sincerely thank you for your investment in Volt.this great company.

Michael D. Dean

President, Chief Executive Officer and Director

1133 Avenue of the 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 June 8, 2017,Wednesday, May 23, 2018, at the offices of the Company, located at 2401 N. Glassell Street, Orange, California 92865, at 10:00 a.m. (PDT). At the meeting, shareholders will be asked to:

You may vote at the meeting if you were a shareholder of the Company at the close of business on April 10, 2017,4, 2018, the record date for the meeting.

By Order of the Board of Directors.Directors,

Michael D. Dean

President, Chief Executive Officer and Director

New York, New York

February 24, 201723, 2018

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 at www.proxyvote.com for voting instructions as well as to view the Proxy Statement and Annual Report online.

TABLE OF CONTENTS

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TABLE OF CONTENTS

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Volt Information Sciences, Inc.

Proxy Statement

20172018 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 20172018 Annual Meeting of Shareholders (the “Meeting”) to be held on June 8, 2017,May 23, 2018, 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, Letter to Shareholders, Notice of Annual Meeting, Proxy Statement and proxy card are being mailed to shareholders beginning on or about April 17, 2017.13, 2018.

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, 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, 2017,4, 2018, 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 held on the record date.

What constitutes a quorum for the Meeting?

A quorum is necessary to conduct business at the 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 February 22, 2017, 20,917,80016, 2018, 21,028,729 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 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.

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 Plan?

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 10, 2017,4, 2018, 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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4:00 p.m. (EDT) on June 6, 2017May 18, 2018 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, 15th Floor, New York, New York 10036. 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 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,Broadridge Financial Solutions, Inc. (“Broadridge”) will assist us with the solicitation of proxies for an estimated fee of $8,500$10,000, plus reasonableout-of-pocket costs and expenses. Our agreement with D.F. KingBroadridge with respect to these matters contains customary indemnification provisions. The Company has designated D.F. King to tabulate the votes cast at the Meeting.

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 Meeting for purposes of determining a quorum.

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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)2018) 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 20182019 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”);provided,however, that if the 20182019 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 20182019 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, 15th Floor, New York, New York 10036.

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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, 15th Floor, New York, NY 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.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth information, as of February 20, 201716, 2018 (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 20162017 named executive officers (the “2016“2017 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, 15th Floor, New York, New York 10036.

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GENERAL INFORMATION

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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 February 24, 2017.16, 2018.

Executive Officers and Executive Directors

Michael D. Dean has been a director since May 2015 and our President and Chief Executive Officer since October 19, 2015. Mr. Dean previously served as Interim President and Chief Executive Officer of 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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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 Berndt served as the Company’s Controller and Chief Accounting Officer from April 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. Prior to 2008, he was Controller of Loews Cineplex Entertainment and a Senior Manager 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 January 27, 2017 while the Company conducts a search to assess internal and external candidates for the position of Controller and Chief Accounting Officer. Prior to his appointment as Interim Controller and Chief Accounting Officer, Mr. Naujokas served since August 2012 as the Company’s Vice President and Assistant Corporate Controller. He has seventeen years of experience 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 its Director of Accounting, Controller Enterprise Solutions Business.

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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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Mr. Messina was a Senior Vice President in the High Yield Bond Department at Drexel Burnham Lambert Incorporated. As of January 30, 2018, Mr. Messina serves as a member of the board of directors of iPic Entertainment Inc. 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.

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 advisory boardsChief Human Resources Officer at Tyco International Ltd. from January 2003 until November 2012. She joined the company as part of Diversant, LLCa new leadership team charged with restoring the company’s reputation, financial health and Lannick Groupgovernance practices. Ms. Siegel had responsibility for rebuilding the leadership team, executing a strategy to restore the confidence of Companies.the company’s employees and building an HR function with deep expertise in global human resources practices. Since February 2009, Ms. Siegel has been a member of the board of directors, and Chair of the compensation committee, of CenturyLink, Inc., a broadband, telecommunications and data hosting company, and a director and Chair of the compensation committee 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 to the G100 Network. 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.

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.

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. 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.

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The Board held sixeight meetings during fiscal year 2016.2017. All directors serving as of the 2017 Annual Meeting attended the 20162017 Annual Meeting, with the exception of James E. Boone, who was not nominated forre-election at the 2017 Annual Meeting.

Audit Committee

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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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 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 Board; (5) any anticipated vacancies due to retirement or other reasons; and (6) other factors that 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 Board and establish awell-rounded Board with diverse views that reflect the interests of our shareholders. The Nominating/Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for directors,directors; 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 sixfour meetings during fiscal year 2016.2017.

Compensation Committee

The Compensation Committee consists of Laurie Siegel (Chair), NicholasNick S. Cyprus and James E. Boone.William J. Grubbs. The Compensation Committee is comprised entirely of directors determined by the Board to be “independent” for purposes of the applicable NYSE:MKTNYSE American 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 a subcommittee.subcommittee, and, pursuant to its charter, has delegated authority to our CEO to review and make certain decisions with respect to the compensation of employees of the Company who are not senior officers. The Compensation Committee is responsible for establishing, implementing and monitoring the Company’s executive compensation policies and programs. The Company’s executive compensation program is designed to meet three principal objectives:

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continues to be appropriate, during this time, as it allows Mr. Dean, as the President and Chief Executive Officer, to 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. 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 have access to members of our management and the authority to retain independent legal, accounting or other advisors as they deem necessary or appropriate. During fiscal year 2016,2017, our Chief Executive Officer (“CEO”)CEO, Mr. Dean, did not and does not serve on any Board committee.

Our Chairman fulfilled the role of chairing meetings during fiscal year 2016.2017. In such role, the Chairman:

We believe that our Board leadership structure provides an appropriate balance between strong and strategic leadership and independent oversight of our Company, and that our Board 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,In 2016, 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 employemploys a disciplined approach to identifying, documenting, evaluating,

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Our Corporate Governance Guidelines cover, among other topics:

Please see the section entitled “Availability of Corporate Governance 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 &Corporate Governance section of the Company’s website,www.volt.com. Copies of these documents are also available without charge upon request to Volt Information Sciences, Inc., 1133 Avenue of the Americas, 15th Floor, New York, New York 10036, Attention: ShareholderInvestor Relations. The telephone number for this office is212-704-7921.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

served as its President and Chief Executive Officer until his death in March 2006 and (ii) the niece of Jerome Shaw, whoco-founded the Company in 1950 and served as an officer of the Company until February 27, 2017, and currently holds the honorary title of Founder and Executive Vice President Emeritus of the Company. There are no other family relationships among the executive officers or directors of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

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

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from certain reporting persons, all required Section 16(a) filings applicable to its directors, executive officers andgreater-than-ten-percent beneficial owners were properly filed during fiscal year 2016, except that due to administrative oversight, the following Form 4s were not timely filed: (i) a Form 4 for Mr. Dean reporting on the vesting of 13,339 restricted stock units on October 19, 2016, (ii) a Form 4 for Mr. Tomkins reporting on the purchase of 3,300 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 a revocable living trust on September 12, 2016.2017.

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.

Committee Interlocks and Insider Participation in Compensation Decisions

During fiscal year 2017, all members of the Compensation Committee were independent directors. During fiscal year 2017, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of any entity whose executive officers also served on our Compensation Committee. No member of our Compensation Committee was an officer of the Company during fiscal year 2017.

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Volt Information Sciences, Inc. 20172018 Proxy Statement|    17

The Audit Committee met and held discussions with management and the Company’s independent 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.

The Audit Committee discussed with the independent registered public accounting firm matters to be discussed as required by the Public Company Accounting Oversight Board (“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 firm the firm’s independence from the Company and its management. The Audit Committee received from the independent registered 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 fiscal year 2016,2017, as filed with the SEC. The Audit Committee also has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017.2018.

NicholasNick S. Cyprus (Chair)

Bruce G. Goodman

Dana Messina

Arnold Ursaner

1918    |    Volt Information Sciences, Inc.20172018 Proxy Statement

AUDIT COMMITTEE REPORT

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 2017.2018. 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 20172018 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.

20    |Volt Information Sciences, Inc. 20172018 Proxy Statement|    19

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 20162017 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 holdingSay-on-Pay advisory votes biennially. During fiscal year 2015,annually and, accordingly, the Board approvedhas adopted a change frompolicy of holdingSay-on-Pay advisory votes biennially to holding such votes annually.

on an annual basis. The nextSay-on-Pay advisory vote on this resolution is not intended to address any specific elementwill be held at the 2019 Annual Meeting 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.Shareholders.

Our compensation program is intended to attract, motivate and reward the executive talent required to achieve our corporate objectives and increase shareholder value. The Compensation Committee has continued to evaluate how best to structure its compensation programs to ensure that our executives are being appropriately and competitively compensated while also maintaining compensation levels commensurate with our financial and stock performance. Target total direct compensation for the 2017 Named Executive Officers is positioned at or around the 25th percentile of the Company’s peer group. After the 2017 Annual Meeting, we granted our 2017 Named Executive Officers fewer stock options and restricted stock units in respect of long-term incentive (“LTI”) grants, which resulted in our Named Executive Officers receiving a 2017 LTI award with a grant date value that was less than the applicable target grant date value. This was done in order to conserve shares under the 2015 Equity Incentive Plan (the “2015 Plan”) in light of the decline in our stock price at or around the time 2017 LTI awards were being contemplated, as well as to better manage dilution. Further, our 2017 Named Executive Officers earned an average of 43% of their target annual bonuses for 2017, based solely on achievement of their respective individual MBOs. Given we did not meet ourpre-established financial performance goals, our 2017 Named Executive Officers did not receive any annual bonus with respect to the 65% of their respective bonus targets attributable to our financial performance.

We believe that our executive compensation program for fiscal year 20162017 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 20162017 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 20162017 Summary Compensation Table, and the related tables and narrative disclosures included in this Proxy Statement.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the total compensation of our 2017 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 2017 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.

Your Board recommends that you vote FOR,, on anon-binding, advisory basis, the compensation of our 20162017 Named Executive Officers, as disclosed in the Compensation Discussion and& Analysis, the Fiscal Year 20162017 Summary Compensation Table and the related tables and narrative disclosures included in this Proxy Statement.

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Executive Summary

Implementing ourPay-for-Performance Philosophy & Addressing Shareholder Concerns

During fiscal year 2016,2017, 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.executives.

20162017 Business Highlights

Fiscal year 20162017 was a year devoted to the continued advancement of our strategicbusiness plan, with the goal of returning our business to profitable growth. As we implementIn connection with implementing our strategicbusiness plan, we continuecontinued 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 induring fiscal year 20162017 to implement our strategicbusiness plan are described below:

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EXECUTIVE COMPENSATION

How our 20162017 Executive Compensation Program Aligned with our 20162017 Performance

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EXECUTIVE COMPENSATION

The chart below illustrates this concept:

Reported compensation reflects Summary Compensation Table reported values, excluding items that fall under All Other Compensation, in each fiscal year shown. Realizable compensation reflects the following for each fiscal year shown: (i) actual salary paid; (ii) actual cash bonus and Chief Executive Officer, 63%cash incentives earned; (iii) value of his target annual bonus for 2016. This is a direct reflectionRSUs granted, calculated as of the Company’s achievement2017 fiscalyear-end closing stock price ($3.90 per share on October 27, 2017); and(iv) in-the-money value of 50%stock options granted, calculated as of the Company’s 2017 fiscalpre-establishedyear-end financial goals applicable toclosing stock price ($3.90 per share on October 27, 2017). Note that Mr. Dean (as discussed later in this Proxy Statement), while at the same time taking into accountserved as Interim President & CEO during fiscal year 2015 and was appointed President & CEO on October 19, 2015. Mr. Dean’s strong achievementcompensation for purposes of the above illustration excludes compensation he received prior to becoming CEO for his individual MBOs duringrole as anon-employee director of the performance period.

EXECUTIVE COMPENSATION

2017 Target Pay Mix for our Chief Executive Officer

To align pay levels for named executive officers with the Company’s performance, our fiscal year 20162017 pay mix places great emphasis onemphasizes performance-based initiatives. As an example, over 75% of our CEO’s 20162017 target total direct compensation (e.g., annual base salary, annual bonus and long-term incentives), wasvariable/”“at-risk”:

20162017 Advisory Vote on Executive Compensation and CompanyCompensation Committee Response

Our Compensation Committee pays close attention to the views of the Company’sour shareholders when making determinations regarding executive compensation matters. At the 20162017 Annual Meeting, the Companywe 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’s2016. Our shareholders approved the compensation of the Company’s 20152016 named executive officers, with approximately 69%66.3% of shareholder votes cast in favor of the executive compensation program. During 2016, we contacted severalAlthough our shareholders approved this proposal, the Compensation Committee was interested in understanding what actions the Compensation Committee could consider taking in the future to increase shareholder support.

Following the 2017 Annual Meeting, the Compensation Committee began the process of developing a shareholder outreach program designed to better understand investor concerns related to the existing executive compensation program. Although the Board has historically engaged in shareholder outreach efforts to discuss our executive compensation programs and corporate governance matters generally, this outreach effort was intended to specifically focus on investor feedback with respect to elements of executive compensation. Beginning in November 2017 and throughout the first quarter of 2018, the Chair of the Board and the Chair of the Compensation Committee (both of whom are independent directors) engaged in an extensive shareholder outreach effort that included contacting 8 of our largest shareholders (representing approximately 50% of common stock outstanding). Either the Chair of the Board or the Chair of the Compensation Committee spoke directly with each such investor (without the involvement of management), and had the opportunity to make ourselves available for discussion concerningask those investors directly about aspects of our compensation programs. The majority of the feedback highlighted an overall dissatisfaction with our current stock price performance. As it pertains to the executive compensation programs.program specifically, certain investors expressed concerns with respect to dilution, and others had questions with respect to how compensation aligns with our financial performance.

The Compensation Committee consideredWe believe our continued efforts to enhance liquidity, improve margins and grow revenue have substantially strengthened our financial condition over the views expressed by our shareholderspast year. Nonetheless, we can understand shareholder discontent regarding our executive compensation programs, includingcurrent stock price and financial performance. However, the results of our 2016outreach effort highlight that the lower than expected percentage of votes cast in favor of last year’s“Say-on-Pay”Say-on-Pay vote as part of its overall assessment of our compensation program for named executive officers in 2016. Asis not necessarily a result of this assessment, the Compensation Committee took steps to better alignany particular issue with our named executive officers’ compensation with the performance of our business and our stock price, as well as adopted several other enhancements to ourprogram. Certain

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shareholders had no significant concerns with the program, yet others had questions or concerns which could be addressed through further disclosure. In response, we have endeavored to clarify in this Proxy Statement certain elements of our executive compensation program so our shareholders can better understand (i) the limited dilutive effect of our outstanding equity grants, (ii) the reported versus realizable total compensation levels for our 2017 Named Executive Officers, and (iii) how our current compensation program is structured and why it is appropriate for our company at this stage of our turnaround strategy. Given the timing of our annual equity awards in June, we will continue to consider all possible equity incentive vehicles for future grants.

Taking into account the concerns our shareholders have expressed in the past over the dilutive effects of equity-based awards, we granted our 2017 Named Executive Officers stock options and restricted stock units with a grant date value that was less than the applicable target value. For example, for 2017, Mr. Dean’s target LTI value was $1,600,000, but he received an LTI award with a grant date fair value of $1,140,985. As of fiscalyear-end, the actual value of this LTI award if it were fully vested and exercised on October 27, 2017, was only $340,985. This fact highlights that neither the target grant date value nor the grant date fair value is necessarily reflective of the amount of compensation that may actually be received by the CEO in respect of his long-term equity incentive award. In addition, the Compensation Committee is considering the possibility of expanding upon its use of cash-based LTI awards in lieu of all or a portion of equity-based awards to better manage dilution, a practice that was initiated during 2017 for a subset of LTI participants.

Moreover, the Compensation Committee has considered how, historically, our 2015 Plan has had limited dilutive effect on our shareholders and has undertaken to better clarify this fact to our shareholders. As of our 2017 fiscal year end, all of the stock options granted under our 2015 Plan were out of the money. Only 5.9% of the 3,000,000 shares authorized to be granted under the 2015 Plan have had a dilutive effect to date. Dilution from vested restricted stock units and possible dilution from unvested restricted stock units was only 2.3% of the Company’s common stock outstanding (as of our 2017 fiscal year end), with actual dilution from vested restricted stock units at 0.8% of the Company’s total common stock outstanding at such time.

With respect to our pay for performance model, the Compensation Committee believes that its existing compensation programs that further supportare designed to align executive compensation with ourpay-for-performance philosophy performance. For example, this year, in respect of performance achieved in fiscal 2017, our 2017 Named Executive Officers only earned an average of 43% of their target annual bonuses for 2017, which amounts were based solely on achievement of their respective individual MBOs. Our 2017 Named Executive Officers did not earn any bonus for financial performance due to the below threshold level of achievement of the applicable financial goals established for 2017. Recognizing there is still room for improvement, the Compensation Committee is considering the feasibility of establishing long-term performance metrics to be applicable to future grants of LTI awards to certain participants, including our named executive officers. In response to certain investor feedback, we have taken steps to include a clearer explanation of why we believe our compensation programs are working from a pay for performance perspective (for example, see the “CEO Reported vs. Realizable Pay” chart shown above and shareholder alignment objectives. Key enhancements are highlighted below:the description of the 2017 AIP under “Annual Incentives” 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 when casting votes on this year’sSay-on-Pay proposal.

Volt Information Sciences, Inc.2018 Proxy Statement|    25

EXECUTIVE COMPENSATION

Dos and Don’ts of Compensation Practices

During fiscal year 2016,2017, we either implemented, employed, or refrained from the following compensation practices:

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

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

Our 20162017 Named Executive Officers

This CD&A focuses on the compensation of our 20162017 Named Executive Officers, who were:

How Each Element of our Executive Compensation Program Works

The 20162017 executive compensation program for our 20162017 Named Executive Officers consisted of one or more of the following elements:elements shown in the chart below. Target total direct compensation for the 2017 Named Executive Officers is positioned at or around the 25th percentile of the Company’s peer group.

Base Salary

Base salary is the fixed component of an executive’s annual cash compensation. Base salaries for our 20162017 Named Executive Officers in respect of fiscal year 20162017 were primarily determined based on one or more of

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EXECUTIVE COMPENSATION

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.

None of our 2017 Named Executive Officers received an increase in base salary during the last three fiscal years (including 2017), except for Mr. Naujokas, who received an increase in base salary from $210,000 to $240,000 as a result of his promotion to the position of Chief Accounting Officer & Controller in June of 2017. Adjustments in base salary for our 20162017 Named Executive Officers are discretionary and are generally considered no more frequently than every 12 months.months, if at all.

Annual Incentives

Our 20162017 Named Executive Officers (other than Mr. Shaw)and other key employees 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 anbonuses under our 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. Our 2017 Named Executive Officers earned only an average of 43% of their target target bonuses for 2017, which amounts were based solely on achievement of their respective individual MBOs.

Annual incentives payable to our 20162017 Named Executive Officers in respect of fiscal year 20162017 were based on the formula illustrated below:

20162017 Corporate and Divisional Financial Performance Goals

At the beginning of fiscal year 2016,2017, the Compensation Committee established the corporate and divisional financial goalsgoal applicable to the fiscal year 20162017 performance period, which for Messrs. Dean and Tomkins and Ms. Hollinsthe 2017 Named Executive Officers consisted of corporate operating income of the Company (the “Corporate“2017 Corporate Operating Income Goal”), and for Ms. Driggs and Mr. Perez consisted of both. Given the operating income and revenue of their respective divisions (the “Divisional Operating Income Goal” andCompany’s current turnaround strategy, 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 of2017 Corporate Operating Income Goal was the most appropriate mix and type of performance metricsmetric against which to measure achievement givenachievement. In determining amounts payable under the Company’s current turnaround strategy.AIP, the 2017 Corporate Operating Income Goal was weighted at 65% and the individual performance goals (i.e., MBOs, as discussed below) were weighted at 35%.

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EXECUTIVE COMPENSATION

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, targetsthreshold, target and maximum levelslevel of performance with respect to the 2016 Financial Performance Goals:2017 Corporate Operating Income Goal:

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,2017 Corporate Operating Income Goal, 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 Goals2017 Corporate Operating Income Goal following the end of fiscal year 20162017 (the“Pre-Established Adjustment Items”). Following the Compensation Committee’s determination of the Company’s achievement of the 2016 Financial Performance Goals,2017 Corporate Operating Income Goal, 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 2016.2017. 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 judgmentsassets and settlements outside the ordinary course of business; and (vi)(ii) changes in currency exchange rates.

27    |Volt Information Sciences, Inc. Following the end of fiscal year 2017, Proxy Statementthe Compensation Committee determined it was appropriate to apply “Additional Adjustment Items” (which had not beenpre-established

EXECUTIVE COMPENSATION

For fiscal year 2016,2017, Mr. Dean achieved 115% of his individual MBO target and our 2016other 2017 Named Executive Officers achieved between 95%115% and 120%150% 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

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EXECUTIVE COMPENSATION

The chart below illustrates 2017 AIPpay-for-performance alignment:

EXECUTIVE COMPENSATION

Discussion of LTI Awards for 20162017

During fiscal year 2016,2017, we granted equityequity-based awards to our 20162017 Named Executive Officers using a mix of restricted stock units and stock options; specifically, each 20162017 Named Executive Officer’s long-term incentive grant for fiscal year 20162017 consisted of 2/3 stock options and 1/3 restricted stock units.units, except for Mr. Naujokas, who received his 2017 long-term incentive award in the form of cash-settled restricted stock units only. The stock options and restricted stock units vest in equal installments on each of the first three anniversaries of the applicable grant date. In

One change that the Compensation Committee implemented during fiscal year 2016, we2017 was to grant LTI awards in the form of cash-settled restricted stock units to certain participants (including Mr. Naujokas). This design change was implemented in an effort to minimize the potential dilutive effect of long-term awards on our shareholders and conserve existing share capacity under our 2015 Plan. We also granted long-term incentive awards consisting of 2/3our 2017 Named Executive Officers stock options and 1/3 restricted stock units becausewith a grant date value that was less than the applicable target value, as illustrated in the table below:

EXECUTIVE COMPENSATION

2006 Incentive Stock Plan & 2015 Equity Incentive Plan

The equity portion of ourlong-term incentives was historically granted pursuant to our 2006 Incentive Stock Plan (the “2006 Plan”). On October 19, 2015, the Board approved the 2015 Equity Incentive Plan, (the “2015 Plan”), and our shareholders approved the 2015 Plan at the 2016 annual meeting of shareholders. During

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EXECUTIVE COMPENSATION

Prior to the retention of a compensation consultant or any other external advisor, 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 has not raised any conflicts of interest.

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EXECUTIVE COMPENSATION

individual performance goals under the AIP plan and assists in assessing the level of achievement of those individuals’ goals following the end of the applicable fiscal year. The CEO does not participate in or otherwise influence recommendations regarding his own compensation.compensation, although he does provide a self-assessment in connection with determining his MBO achievement under the AIP.

Employment, Termination of Employment andChange-In-Control Agreements

During fiscal year 2016,2017, we were party to employment agreements with all of our 20162017 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 any retention orso-called change of change–in–control agreements with any of our 20162017 Named Executive Officers. None of the employment agreements with our 20162017 Named Executive Officers contain taxgross-ups. The Compensation Committee and Chief Executive Officer, as applicable, considered these agreements in reaching their compensation decisions. A description of these agreements can be found in “EmploymentAgreements with 20162017 Named Executive Officers.”

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EXECUTIVE COMPENSATION

Deferred Compensation Opportunity; Other Retirement Benefits

Our 20162017 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 our 20162017 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, employeesan employee may elect to defer a portion of base salary and cash bonuses, and may elect to defer all or any portion of his or her restricted stock units. ANon-employeenon-employee directorsdirector may elect to defer all or any portion of cash retainer fees and may elect to defer all or any portion of his or her restricted stock units. Currently, none of our 2017 Named Executive Officers have elected to participate in the DCP.

Perquisites

We do not provide our 20162017 Named Executive Officers with perquisites other than those provided to our employees generally. No taxgross-up payments arewere provided in fiscal year 2017 in connection with any perquisites.

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EXECUTIVE COMPENSATION

determine whether any portion of such compensation encouragespolicies, practices or programs encourage excessive risk taking.risk-taking behaviors that may have a material adverse effect on the Company. In connection with this review, the Compensation Committee reviewed its existing program features to identify which features either encourage excessive risk-taking or mitigate against excessive risk-taking. The Compensation Committee determined that its existing compensation practices and programs include various risk-mitigating controls, such as (i) including caps on annual incentive payout opportunities; (ii) only paying out incentive awards once the internal audit for the applicable fiscal year has been completed; and (iii) inclusion of robust stock ownership guidelines and holding requirements for certain executive officers. Based on the foregoing and in connection with the other aspects of its formal review process, the Compensation Committee does not believe that any risks that may arise from ourits compensation policies and practices are reasonably likely to have a material adverse effect on ourthe Company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed this CD&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 CD&A be included in this Proxy Statement.Statement and incorporated by reference into the Company’s Annual Report on Form10-K for the fiscal year ended October 29, 2017.

Laurie Siegel, Chair

NicholasNick S. Cyprus

James E. Boone

Committee Interlocks and Insider Participation in Compensation Decisions

During fiscal year 2016, all members of the Compensation Committee were independent directors. Mr. Boone, who joined the Compensation Committee in 2016, is a former employee of the Company. During fiscal year 2016, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of any entity whose executive officers also served on our Compensation Committee. No member of our Compensation Committee was an officer of the Company during fiscal year 2016.William J. Grubbs

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EXECUTIVE COMPENSATION

Fiscal Year 20162017 Executive Compensation

The following table provides information concerning the compensation of the 20162017 Named Executive Officers for each of the fiscal years ended October 29, 2017, October 30, 2016, and November 1, 2015, November 2, 2014.2015. The Company’s fiscal year ends on the Sunday nearest October 31^st of each year.

FISCAL YEAR 20162017 SUMMARY COMPENSATION TABLE

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EXECUTIVE COMPENSATION

FISCAL YEAR 20162017 GRANTS OFPLAN-BASED AWARDS

The table below provides information regarding awards made by the Compensation Committee in fiscal year 2016.2017.