Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) Effective as of February 23, 2017, Mr. John C. Rudolf resigned from
his position as (i) a director of Volt Information Sciences, Inc. (the Company), (ii) a member of the Companys Audit Committee and (iii) a member of the Companys Nominating and Corporate Governance Committee.
On February 24, 2017, Mr. James E. Boone announced his intention to resign from his position as (i) a director of the Company and
(ii) a member of the Companys Human Resources and Compensation Committee. Mr. Boones resignation will be effective as of June 8, 2017.
(d) Effective as of February 23, 2017, Mr. William J. Grubbs was appointed by the Companys board of directors (the Board) to
serve as a member of the Board through the Companys next annual meeting of shareholders (the Meeting), representing the duration of the unexpired portion of Mr. Rudolfs term (such unexpired portion, the Interim
Period). The Board also nominated Mr. Grubbs to stand for election as a member of the Board at the Meeting.
Mr. Grubbs, age 59, has been
the President and a director of Cross Country Healthcare, a NASDAQ-listed company that specializes in healthcare workforce solutions, since April 1, 2013. He became Chief Executive Officer of Cross Country Healthcare on July 5, 2013. From
October 2012 through March 2013, Mr. Grubbs was Executive Vice President and Chief Operating Officer of Trueblue, Inc. From October 2011 until October 2012, Mr. Grubbs worked as a freelance consultant. From November 2005 through October
2011, Mr. Grubbs held various senior executive positions with SFN Group, Inc., including Executive Vice President and Chief Operating Officer from January 2007.
Mr. Grubbs holds a B.S. degree in Computer Science from University of New Hampshire. He currently serves on the advisory boards of Diversant, LLC and
Lannick Group of Companies.
There are no reportable family relationships or related person transactions involving the Company and Mr. Grubbs.
In his capacity as a non-employee director of the Company, Mr. Grubbs will receive the director fees and benefits that other non-employee directors
receive on a prorated basis for the Interim Period. Except as set forth in the preceding sentence, no material plan, contract, or arrangement was entered into or materially amended in connection with Mr. Grubbs appointment as a member of
the Board and there was no grant or award to Mr. Grubbs or modification thereto under any such plan, contract, or arrangement in connection with such appointment.
The Board has determined that Mr. Grubbs qualifies as an independent director under the director independence standards set forth in the rules and
regulations of the Securities and Exchange Commission and the applicable listing standards of the New York Stock Exchange.
(e) On February 21, 2017,
Mr. Shaws existing employment agreement with the Company dated May 1, 1987, as amended on January 3, 1989 (the Employment Agreement) was amended and restated (the Restated Employment Agreement).
Pursuant to the Restated Employment Agreement, which will be effective as of February 27, 2017,
Mr. Shaw will cease to be an executive officer of the Company, and will hold the honorary title of Founder and Executive Vice President Emeritus of the Company until the two-year anniversary of the date of the Restated Employment Agreement (the
Term), at which point Mr. Shaws employment with the Company will cease. Mr. Shaws annual base salary will be reduced from $517,005 to $200,000. Additionally, he will also be paid $1,500,000 (together with his base
salary, the Consideration) in exchange for the elimination of a current $1,500,000 death benefit obligation contained in the Employment Agreement. The Consideration will be paid over the course of the Term in accordance with the
Companys normal payroll practices. In the event of Mr. Shaws death prior to the expiration of the Term, the Restated Employment Agreement provides for the remainder of his Consideration to be paid to his family trust over the
duration of the Term.
The foregoing description of the Restated Employment Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Restated Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.