Volt Information Sciences, Inc. (NYSEMKT:VISI) today announced
that it has entered into an agreement with Glacier Peak Capital LLC
(“Glacier Peak”) and its affiliates regarding the membership and
composition of Volt’s board of directors.
Under the agreement, Volt agreed to add John C. Rudolf,
President and Senior Portfolio Manager of Glacier Peak, to the
board of directors of Volt effective immediately, and to nominate
each of John C. Rudolf, James E. Boone, Nick S. Cyrus, Michael D.
Dean, Dana Messina and Laurie Siegel for election at the Company’s
2015 annual meeting of shareholders. Current board members Jerome
Shaw, Mark N. Kaplan, William H. Turner and Deborah Shaw will not
stand for reelection at the 2015 annual meeting and Lloyd Frank
will retire from the board of directors of Volt immediately prior
to the 2015 annual meeting.
Volt also agreed to include in its proxy statement for the 2015
annual meeting, a proposal to amend its restated certificate of
incorporation to declassify the Company’s board of directors, with
the declassification to take effect at the 2015 annual meeting,
such that all directors elected at the 2015 annual meeting and
thereafter will serve one year terms. Glacier Peak and certain
other shareholders who beneficially own in the aggregate
approximately 36% of Volt’s outstanding stock, have agreed to vote
in favor of the declassification proposal and for each of the new
director nominees.
“We are pleased to announce this constructive agreement with
Glacier Peak and its affiliates, which is the product of extensive
discussions with Glacier Peak and other Volt shareholders and a
thorough process to identify and recruit highly qualified
candidates to serve on Volt’s board of directors,” said Ron
Kochman, President and Chief Executive Officer of Volt. “We look
forward to drawing upon the valuable experience and perspectives of
each of our new directors as we continue working towards a more
highly focused and profitable Volt.”
“I would like to thank each of Jerry Shaw, Lloyd Frank, Mark
Kaplan, Deborah Shaw and Bill Turner for their valuable service on
Volt’s board of directors and their important contributions to
achieving this agreement with Glacier Peak.”
John C. Rudolf, on behalf of Glacier Peak Capital, stated “We
are pleased to have reached this agreement with Volt. We recognize
the value of Volt and believe the addition of new directors will
bring a fresh perspective to the boardroom. I look forward to
working constructively with the other members of the Board to
enhance shareholder value.”
The full text of the agreement between Volt Information Sciences
and Glacier Peak will be filed with the Securities and Exchange
Commission as an exhibit to Volt Information Sciences’ current
report on Form 8-K.
About Volt Information Sciences, Inc.
Volt Information Sciences, Inc. is an international provider of
staffing services (traditional time and materials based as well as
project based), information technology infrastructure services,
telecommunication infrastructure and security services, and
telephone directory publishing and printing in Uruguay. Our
staffing services consist of workforce solutions that include
providing contingent workers, personnel recruitment services, and
managed staffing services programs supporting primarily
professional administration, technical, information technology and
engineering positions. Our project-based staffing assists with
individual customer assignments as well as customer care call
centers and gaming industry quality assurance testing services, and
our managed service programs consist of managing the procurement
and on-boarding of contingent workers from multiple providers. Our
information technology infrastructure services provide server,
storage, network and desktop IT hardware maintenance, data center
and network monitoring and operations. For more information, visit
www.volt.com.
About the Nominees
John C. Rudolf currently serves as President and Senior
Portfolio Manager of Glacier Peak Capital LLC, a registered
investment advisory firm 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 registered investment
advisory firm 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.
James E. Boone is currently an independent executive management
consultant and angel investor. From June 2011 to December 2012, Mr.
Boone served as an advisor to the Chief Executive Officer of Volt
Information Sciences, Inc. and as President and Chief Executive
Officer of ProcureStaff Technologies, Ltd., a separate business
unit of Volt 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 services for workforce
needs globally. From 2003 to January 2009, Mr. Boone served as a
Managing Partner of Windship Partners, LLC, a senior level
executive search firm that he founded, which later merged with NGS
Global Americas, LLC. Prior to that, he was Chairman, Global
Operating Committee, and President, Americas Region for Korn/Ferry
International; and served as Senior Executive Search Partner and
member of the Global Executive Committee at Heidrick &
Struggles. Mr. Boone has served as a director of Pearson Partners
International, Inc., a global executive search and leadership
consulting firm, since July 2013.
Nick S. Cyprus is a member of the board of directors of
DigitalGlobe, Inc. and The Reader’s Digest Association, Inc. He is
the Chairman of the audit committees of both boards and serves on
the governance & nominating committee of DigitalGlobe. He also
provides advisory services for several smaller clients. Mr. Cyprus
was previously Vice President, Controller and Chief Accounting
Officer for General Motors Company, where he spent almost seven
years. 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.
Michael D. Dean was most recently Chief Executive Officer of
Nature’s Sunshine Products, Inc., where he revitalized the global
health and wellness company and returned it to growth. He also
served as a director on its board and a member of its audit
committee. Previously, Mr. Dean was Chief Executive Officer of
Mediaur Technologies, Inc., a privately-held satellite technology
company that provides proprietary antenna system solutions for
commercial and government applications. Before Mediaur, Mr. Dean
was Executive Vice President of ABC Cable Networks Group, a
multi-billion dollar global division of The Walt Disney Company,
where he ran all of the division’s non-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 Harvard
Business School.
Dana Messina has significant operating and financial expertise.
He was most recently the Chief Executive Officer and Director of
Steinway Musical Instruments. During his 15 years as CEO, he led
the company through a significant period of growth and
profitability. When he retired from Steinway, it was one of the
largest and most profitable musical instrument companies in the
world. Mr. Messina owns Aria Partners GP, LLC, an investment firm
which manages a diversified group of equity hedge funds. Mr.
Messina also owns 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
BS in mechanical engineering, and received an MBA from Harvard
Business School.
Laurie Siegel is the President of LAS Advisory Services, a firm
providing advice to organizations on issues related to talent
management, succession planning, organizational capability and
culture. Ms. Siegel was the Chief Human Resource Officer at Tyco
International Ltd. from 2003-2012. 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 confidence of the company’s employees and
building an HR function with deep expertise in global human
resource practices. Ms. Siegel is a director and chair of the
compensation committee of the board of directors of CenturyLink,
Inc., a broadband, telecommunications and data hosting 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 and teaches at the Ross School of
Business at the University of Michigan and the Cornell School of
Industrial and Labor Relations.
Forward-Looking Statements
This press release contains forward-looking statements that are
subject to a number of known and unknown risks, including, among
others, general economic, competitive and other business
conditions, the degree and timing of customer utilization and rate
of renewals of contracts with the Company, and the degree of
success of business improvement initiatives that could cause actual
results, performance and achievements to differ materially from
those described or implied in the forward-looking statements.
Information concerning these and other factors that could cause
actual results to differ materially from those in the
forward-looking statements are contained in Company reports filed
with the Securities and Exchange Commission. Copies of the
Company's latest Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q, as filed with the Securities and
Exchange Commission, are available without charge upon request to
Volt Information Sciences, Inc., 1065 Avenue of the Americas, New
York, New York 10018, Attention: Shareholder Relations,
212-704-7921. These and other SEC filings by the company are also
available to the public over the Internet at the SEC's website at
http://www.sec.gov and at the company's website at
http://www.volt.com in the Investor & Governance section.
Volt Information Sciences, Inc.Paul Tomkins,
212-704-7921voltinvest@volt.com
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