THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
E19558-TBD
For
All
Withhold
All
For All
Except
For Against Abstain
To withhold authority to vote for any individual
nominee(s), mark For All Except and write the
number(s) of the nominee(s) on the line below.
V.1.1
VOLT INFORMATION SCIENCES, INC.
1133 AVENUE OF THE AMERICAS
15TH FLOOR
NEW YORK, NY 10036
VOTE BY INTERNETwww.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery
of information up until 11:59 p.m. Eastern Time the day before the
cut-off
date
or meeting date. Have your proxy card in hand when you access the web site
and follow the instructions to obtain your records and to create an electronic
voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to
receiving all future proxy statements, proxy
cards and annual reports electronically via
e-mail
or the Internet. To sign up
for electronic delivery, please follow
the instructions above to vote using the
Internet and, when prompted, indicate that you agree to receive or
access proxy
materials electronically in future years.
VOTE BY
PHONE1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 p.m. Eastern Time the day before the
cut-off
date or meeting date.
Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
VOLT INFORMATION SCIENCES, INC.
2. Vote to ratify
the appointment of Ernst & Young LLP as our independent Registered Public Accounting Firm for 2017.
3. Vote to approve, on a
non-binding,
advisory basis, the Companys executive
compensation.
4. Vote to recommend, on a non binding, advisory basis, the frequency (every 1 year, every 2
years or every 3 years) with which the Company
should conduct future shareholder advisory votes on the
compensation of the Companys named executive officers.
NOTE: This proxy, when properly executed, will be
voted in the manner directed herein.
Unless you withhold authority to vote for all or any one or more of the
nominees in accordance with the instructions on this proxy, your signed proxy
will be voted FOR the election
of each of the seven director nominees listed on this proxy card and described in the accompanying proxy statement.
A plurality of votes cast at the Annual Meeting of Shareholders in person or by proxy is required for the election of each such nominee to serve as
a director. A vote FOR a nominee or an abstention with respect to such nominee will be taken into account as a vote in
favor of such nominee in
determining whether the nominee has achieved a plurality of the votes cast at the
Annual Meeting of Shareholders, while withholding authority with
respect to any nominee will not be treated as
a vote in favor of such nominee.
In addition, unless you specify otherwise by voting AGAINST or ABSTAIN with
respect to Proposal 2 and/or Proposal 3 or voting 2 YEARS, 3 YEARS or
ABSTAIN with respect to Proposal 4 (or
if you make no specification), your signed proxy will be voted FOR Proposals 2 and 3 and voted for 1 YEAR in
Proposal 4 listed on this proxy card and described in the accompanying proxy statement. The affirmative vote of a majority
of votes cast at the meeting
in person or by proxy is required to approve each of Proposals 2, 3 and 4 listed
on this proxy card and described in the accompanying proxy statement.
Please sign exactly as your name(s)
appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
01) Arnold Ursaner
02) Nicholas S. Cyprus
03) Michael D. Dean
04) Dana Messina
05) William J. Grubbs
06) Laurie Siegel
07) Bruce G. Goodman
1. Election of Directors
Nominees:
The Board of Directors recommends you vote FOR the
following:
The Board of Directors recommends you vote FOR the following proposals:
The Board of Directors recommends you vote 1 year on the following proposal:
1 Year 2 Years 3 Years Abstain
E19559-TBD
V.1.1
Volt Information Sciences, Inc.
Proxy Card
Solicited on Behalf of the Board of Directors
The undersigned appoints Michael D. Dean and Paul Tomkins, and
each of them, proxies with full power of substitution, to vote
the shares of stock of Volt Information
Sciences, Inc. (the Company), which the undersigned is entitled to vote, at the Annual
Meeting of
Shareholders of the Company to be held at 2401 N. Glassell Street, Orange, CA 92865 on Thursday, June 8, 2017,
at 10:00 a.m. (PDT), and any adjournment thereof.
Volt Information Sciences employees. If you are a current or former employee of the Company, this card also provides
voting instructions for shares held in the Volt Information Sciences, Inc. Savings Plan. If you are a
participant and have shares of
common stock of the Company allocated to your account under the Plan, you have
the right to direct Charles Schwab Bank,
the Trustee of the Plan (the Trustee), to vote the shares
held in your account. The Trustee will vote allocated shares for which
no direction is received and
unallocated shares, if any (together Undirected Shares), in the same proportion as the shares for
which direction is received, subject to the Plan documents. The tabulator must receive your instructions by 4:00 p.m.
(EDT) on
Tuesday, June 6, 2017 in order to communicate your instructions to the Trustee, who will then
vote all the shares of common
stock of the Company which are credited to the undersigneds account as of
April 10, 2017. Under the Plan, you are a named
fiduciary for the purpose of voting shares in
your account and your proportionate share of the Undirected Shares. This means that
you have ultimate
authority to control the manner in which the shares are voted. By submitting voting instructions by telephone,
Internet, or by signing and returning this voting instruction card, you direct the Trustee to vote these shares, in person
or by proxy,
as designated herein, at the Annual Meeting of Shareholders.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form
10-K
are available at www.proxyvote.com.
ADMISSION TICKET
Volt Information Sciences, Inc.
2017 Annual
Meeting of Shareholders
Thursday, June 8, 2017
If you wish to attend the Annual Meeting of Shareholders in person,please present this admission
ticket and a valid picture identification at the door for admission. Cameras, large bags, briefcases,
packages, recording equipment and other electronic devices will not be permitted at the Annual
Meeting.
Continued and to be signed on reverse side