Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers
At 10:00 a.m. (PDT) on May 1, 2019 at its offices at 2401 N. Glassell Street, Orange,
California 92865, Volt Information Sciences, Inc. (the “
Company
”) held its Annual Meeting of Stockholders (the “
Annual Meeting
”). At the Annual Meeting, the stockholders elected each of the Company’s director nominees to its Board of Directors (the “
Board
”) (see Item 5.07 below). Ms. Celia Brown was elected to the Board as an independent director, following which she was appointed Chair of the Company's Human Resources & Compensation Committee.
Ms. Brown has
served as a director and a member of the Compensation and Nominating and Governance Committee of 1-800-Flowers.com, Inc. since June 2016. She has also been a management consultant since 2016. From January 2016 through June 2016, Ms. Brown
served as an Integration Advisor
at
Willis Towers Watson.
From 2010 through January 2016, Ms. Brown served as the Executive Vice President and Group HR Director of Willis Group Holdings, a publicly-traded broking, solutions and advisory firm that merged with Towers Watson in 2016. In that capacity, she
advised the company’s management, compensation committee and board of directors on talent strategy, succession planning, reward strategy, culture, and diversity. Ms. Brown earned a B.A. degree from Emory University and earned a J.D. degree from
the University of North Carolina School of Law.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders considered and voted on the proposals listed below. These proposals
are described in detail in the Company’s Proxy Statement (the “
Proxy Statement
”) previously filed with the Securities and Exchange Commission on February 22,
2019. A total of 18,622,747 shares of the Company’s common stock, representing 87.82% of the shares outstanding on the record date established by the Company, were present or represented by proxy at the Annual Meeting. Set forth below are the
voting results for each proposal submitted to a vote of stockholders.
Proposal 1: Election of Directors
The stockholders elected the Company’s nominees to the Board. The nominees for election
to the Board, the number and type of votes cast with respect to each nominee, as well as the number of broker non-votes with respect to each nominee, were as follows:
Nominee
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
Celia R. Brown
|
15,766,028
|
256,957
|
2,599,762
|
Nick S. Cyprus
|
15,636,686
|
386,299
|
2,599,762
|
William J. Grubbs
|
15,741,983
|
281,002
|
2,599,762
|
Bruce G. Goodman
|
9,422,756
|
6,600,229
|
2,599,762
|
Linda Perneau
|
15,776,967
|
246,018
|
2,599,762
|
Arnold Ursaner
|
8,289,695
|
7,733,290
|
2,599,762
|
The foregoing Proposal 1 was approved.
Proposal 2: Ratification of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year 2019
The stockholders approved the ratification of Ernst & Young LLP as the Company’s
independent registered public accounting firm for the fiscal year 2019. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
16,376,436
|
2,223,508
|
22,803
|
0
|
The foregoing Proposal 2 was approved.
Proposal 3: “Say-on-pay” non-binding, advisory vote
The stockholders voted, on a non-binding, advisory basis, on the compensation paid to the
Company’s named executive officers as disclosed in the Proxy Statement. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
13,924,236
|
2,093,437
|
5,312
|
2,599,762
|
The foregoing Proposal 3 was approved.
Proposal 4: Proposed 2019 Equity Incentive Plan
The stockholders voted on the Company’s proposed 2019 Equity Incentive Plan as disclosed
in the Proxy Statement. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
15,625,676
|
392,096
|
5,213
|
2,599,762
|
The foregoing Proposal 4 was approved.