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

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Volt Information Sciences, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

		Linda Perneau President, Chief Executive Officer and Director		February 25, 2022 February 24, 2020

Dear valued shareholder,

As I reflect on 2019, I am so proud of the transformative progress our team has made duringto have concluded my first fullthird fiscal year as CEO. We attracted top industry veteransCEO of Volt, an organization that has proven its resilience time and time again. Achieving year-over-year revenue growth each quarter and for the full year in fiscal 2021, I applaud all our Volt colleagues who have not only managed, but thrived, through the pandemic. The consistent and hard work we have done over the last few years, including the implementation of new technologies, has provided us with a foundation on which we are able to leadership roles across the organization and began the process of shifting to a performance-based culture. We exited orde-emphasized less profitable business, while placing a greater focus on growing business in areas with attractive margin profiles. In addition, we made significant progress in implementing new initiatives to reposition our core staffing business for profitable growth.build, quarter after quarter, year after year.

Importantly, in fiscal 2019, we continued to add new logos to our book of business and expanded certain existing customer engagements. Further, we structured a new sales engine to sharpen our focus on stable growth and expansion. The company accelerated our resolute focus on achieving substantial cost savings across our organization and reallocated resources in ways to add greater functionality to our systems and drive enhanced efficiency in our operations.

Volt now has a talented senior management team with deep industry experience and dedicated employees who continue to enthusiastically implement the changes we have instituted. Volt’s collaborative spirit was instrumental to our achievements
this past year and, together, we remain motivated by our purpose—to partner with our clients to provide innovative
workforce solutions.

As has been the case throughout Volt’s history, our commitment and quality of service to our customers
endures, and we believe this dedication, together with improved financial performance, will benefit all of
our stakeholders.

The Board of Directors joins me in extending to you a 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. On behalf of the entire executive team, we look forward to further
progress on our transformation journey in 2020 and sharing with you news of continued
improvements in all areas of our business. We sincerely thank you for your investment
in Volt.

Linda Perneau

President, Chief Executive Officer and Director

Not only did we achieve better-than-industry revenue performance in 2021, but we were named by Forbes as one of America’s Best Temporary Staffing Firms, as well as a Best Professional Recruiting Firm. More recently, we placed 5th in the Staffing World Summit’s “Top 100 Staffing Companies to Work For in 2022” list. I extend my heartfelt gratitude to the employees, recruiters, hiring managers, and candidates who all helped us earn these accolades. The recognition fuels our momentum, which continues across all our businesses.   We also appreciate the support of our shareholders, who overwhelmingly supported management in last year’s Say-On-Pay vote. Please show your support of our ongoing transformation by again voting in favor of our Say-on-Pay proposal, which will ensure we compensate executives competitively and allow us to continue providing long term incentives to a dedicated management team that is consistently delivering improved performance for the benefit of all stakeholders. On behalf of our Board of Directors and the entire executive team, we look forward to achieving more milestones in 2022. We are also looking forward to having all shareholders join us for our Annual Meeting on April 20, 2022 at 10:30 a.m. (Pacific), which will be held online at www.virtualshareholdermeeting.com/volt2022. Your vote is very important to us, so we encourage you to promptly vote your shares by submitting your proxy. We sincerely thank you for your investment in Volt. Linda Perneau President, Chief Executive Officer and Director

The Annual Meeting of Shareholders of Volt Information Sciences, Inc., a New York corporation (the “Company”), will be held on April 21, 2020, at the offices of the Company, located at 2401 N. Glassell Street, Orange, California 92865,20, 2022 at 10:30 a.m. (PDT). There is no physical location for shareholders to attend. Shareholders may only participate in our virtual meeting online at www.virtualshareholdermeeting.com/volt2022.

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 February 26, 2020,22, 2022, the record date for the meeting.

This year, due to health & safety concerns related to the COVID-19 pandemic, and to support the well-being of meeting participants by mitigating the avoidable spread of disease, we will host our third virtual annual meeting. If you plan to participate in the meeting, which will be conducted exclusively online, please see the instructions beginning on page 1 of the Proxy Statement. Shareholders will be able to listen, vote electronically and submit questions during the meeting online or via telephone.

The meeting will begin promptly at 10:30 a.m. (PDT). The virtual meeting room will open at 10:15 a.m. (PDT) for registration.

You are urged, after reading the Proxy Statement, to vote your shares by proxy using one of the following methods:

(i) vote via the Internet or by telephone; or, (ii) if you requested printed proxy materials, complete, sign, date and return your proxy card (or voting instruction form if you hold your shares through a broker, bank or other nominee in the postage-paid envelope provided). This proxy is being solicited on behalf of the Company’s Board of Directors.

Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the annual meeting.

By Order of the Board of Directors,

Linda Perneau

President, Chief Executive Officer and Director

February 24, 202025, 2022

You may vote your shares electronically via the Internet, by telephone, by mail, or in person during the annual meeting. Please carefully review the proxy materials and follow the instructions on the proxy card to vote. You may access www.proxyvote.com for voting instructions as well as to view theThe Company’s Notice of Annual Meeting, Proxy Statement and Annual Report online.on Form 10-K are available, free of charge, at www.proxyvote.com.

TABLE OF CONTENTS

TABLE OF CONTENTS

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GENERAL INFORMATION

Volt Information Sciences, Inc.

Proxy Statement

20202022 Annual Meeting of Shareholders

GENERAL INFORMATION

		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 20202022 Annual Meeting of Shareholders (the “Meeting”) to be held on April 21, 2020, at the offices of the Company, located at 2401 N. Glassell Street, Orange, California 92865,20, 2022 at 10:30 a.m. (PDT) and at any adjournment of the Meeting. This will be a completely virtual meeting of shareholders, conducted solely online via live webcast. There is no physical location for 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.

As permitted by the Securities and Exchange Commission, we are furnishing to stockholders our Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report primarily over the Internet. On or about March 12, 2020,February 28, 2022, we will mail to each of our stockholdersshareholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containingand provide access to a website as referenced in the Notice of Internet Availability. The Notice of Internet Availability of Proxy Materials will contain instructions on how to access and review the proxy materials via the Internet, and how to access the Proxy Card to vote on the Internet or by telephone. The Notice of Internet Availability of Proxy Materials will also contain instructions ontelephone, and how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one.

		Why is the Meeting virtual?

We have decided to host the Meeting virtually via live webcast due to health & safety concerns related to the WhatCOVID-19 pandemic, and to support the well-being of meeting participants by mitigating the avoidable spread of disease. For New York corporations such as ours, New York law provides that virtual annual meetings are permitted if, pursuant to the by-laws of a corporation, the board of directors is authorized to determine the place of a meeting of shareholders. In such instances, the board of directors may, in its sole discretion, determine that a meeting will be held solely by means of electronic communication, the platform of which will be considered the place of the meeting. Our by-laws provide that our Board has the authority to determine the place of the Meeting and, consistent with this authority and applicable New York law, the Board has decided to hold the Meeting virtually.

We believe that hosting a virtual meeting enables all shareholders the opportunity to attend and participate fully and equally, while simultaneously improving meeting efficiency as well as our ability to effectively communicate and engage with our shareholders regardless of their resources, ability or willingness to travel, or physical location.

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GENERAL INFORMATION

		What will I vote on?

Shareholders will vote on?

Theon 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 Linda Perneau, President and Chief Executive Officer, and Herbert M. Mueller, Senior Vice President andPaul Tomkins, Interim 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.

		How can I participate in the Meeting?

This year, the Company will host its third virtual Meeting, which will be held at 10:30 a.m. (PDT) on Wednesday, April 20, 2022. We have designed the virtual meeting with a view to providing substantially the same opportunities to participate as you would have had at an in-person meeting. Shareholders will be able to attend and participate online and submit questions during the Meeting.

To attend and participate in the Meeting or submit questions online, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. The Meeting will begin promptly at 10:30 a.m. (PDT). We encourage you to access the Meeting prior to the start time. Online access will be available beginning at 10:15 a.m. (PDT).

To participate in the Meeting, you will need to review the information included on your proxy card or on the instructions that accompanied your proxy materials. Even if you plan to participate in the Meeting, we recommend that you vote by proxy prior to the Meeting so that your vote will be counted if you later decide not to participate in the Meeting.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection to support participation in the Meeting. Attendees should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Meeting.

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GENERAL INFORMATION

Who is entitled

		Can I submit questions during the Meeting?

Yes. Shareholders may submit questions during the Meeting. If you wish to vote?submit a question, you may do so by logging in to the virtual meeting platform at www.virtualshareholdermeeting.com/ volt2022, typing your question into the “Submit a Question” field.

We do not place restrictions on the type or form of questions that may be asked; however, we reserve the right to edit or reject redundant questions or questions that we deem profane, inappropriate or otherwise not germane to the Meeting. During the live Q&A session of the Meeting, we will answer questions as they come in, as time permits. Shareholders will be limited to one question each unless time otherwise permits. Additional information, regarding the ability of shareholders to ask questions during the Meeting and related rules of conduct, will be available at online at www.virtualshareholdermeeting.com/volt2022.

		What if I have technical difficulties or trouble accessing the virtual meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in process or at the meeting time, please call the technical support number that will be posted on the virtual meeting log-in page or at www.proxyvote.com. Technical support will be available starting at 10:15 a.m. (PDT) on April 20, 2022 and throughout the Meeting.

		Who is entitled to vote?

Shareholders as of the close of business on the record date, which is February 26, 2020,22, 2022, 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 hold 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 17, 2020,21,408,65922, 2022, 22,099,246 shares of Company common stock were issued and outstanding.

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GENERAL INFORMATION

		How can I access the proxy materials over the Internet?

Your Notice of Internet Availability, proxy card or voting instruction card will contain instructions on how to:

Our proxy materials are also available at www.proxyvote.com and will remain available during the voting period starting on March 12, 2020.

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 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:February 28, 2022.

◾
		asHow do I vote my shares in the registered shareholder, also known as the “shareholder” or “holder” of record (that is, if you own shares directly in your own name and they are either kept at our transfer agent or are in your possession); orVolt Information Sciences, Inc. Savings Plan?

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GENERAL INFORMATION

		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 whether a quorum has been established; however, the shares are not treated as votes cast and, therefore, will have no effect on the election of directors, the ratification of the appointment of Ernst & Young LLP, or thenon-binding advisory vote on the compensation of the named executives as disclosed in this Proxy Statement.

		What are brokernon-votes?

If your shares are held by a broker, the broker may require your instructions in order to vote your shares. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen depending on the type of proposal. If the proposal is considered “routine”, the broker may vote your shares in its discretion. For other proposals, the broker may not vote your shares without your instructions. When that happens, it is called a “brokernon-vote.”

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Who will count the vote?GENERAL INFORMATION

		Who will count the vote?

Votes at the Meeting will be counted by the inspector 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 certain 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 2021

		How do I submit a shareholder proposal for the 2023 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 to Rule14a-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 (the notice date is March 11, 2022) and must otherwise comply with the requirements set forth in our Amended and Restated By-Laws (the“By-Laws”);provided,however, that if the 20212023 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 20212023 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., 2401 N. Glassell Street, Orange, California 92865.

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GENERAL INFORMATION

		Where can I find the voting results?

We will publish voting results in a Form8-K which we will file with the SEC shortly after the vote is certified. To view this Form8-K online, visit the Company’s Investor Relations website at https://investor.volt.com.

		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., 2401 N. Glassell Street, Orange, California 92865. 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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ITEM 1. ELECTION OF DIRECTORS

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 six 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—Executive Officers and Executive Directors” 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 out and such nominee’s 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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth information, as of February 17, 202014, 2022 (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 20192021 named executive officers (the “2019“2021 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., 50 Charles Lindbergh Boulevard, Suite 206, Uniondale, New York 11553.2401 N. Glassell Street, Orange, California 92865.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

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. The information presented below is current as of February 24, 2020.14, 2022.

Executive Officers and Executive Directors

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Volt Information Sciences, Inc.

Leonard 2020 Proxy Statement    |    13 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Naujokas
Age: 50		Biographical Information   Leonard Naujokas has served as our Controller and Chief Accounting Officer since June 2017 and was appointed Treasurer in February 2021. Mr. Naujokas served as the Company’s interim Controller and Chief Accounting Officer from January 2017 to June 2017 and served from August 2012 to January 2017 as the Company’s Vice President and Assistant Corporate Controller. He has 20 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, culminating in his service as its Director of Accounting, Controller Enterprise Solutions Business. Mr. Naujokas is an active Certified Public Accountant and is a member of the American Institute of CPAs. He holds a Bachelor of Science degree in Accounting from St. John’s University.

Non-Executive Directors

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board Diversity

The Nominating/Corporate Governance Committee, in accordance with the Board’s values, strives to maintain a Board that reflects diverse perspectives, including those based on gender, ethnicity, skills, experience at policy-making levels in areas that are relevant to the Company’s global activities, and geographic or cultural backgrounds. Although the Board does not have a specific policy regarding diversity, the Board takes into account the current composition and diversity of the Board (including diversity with respect to race, gender and ethnicity) and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other directors. The composition of the nominees for the Board reflects the adherence for diversity that the Nominating/Corporate Governance Committee strives to enhance on an ongoing basis. Our current Board includes two female directors and one director from an underrepresented community (an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender).

Tenure		Celia R. BrownAge		Gender Diversity
Age:65 Director since:2019 Committees: ◾ Human Resources/ Compensation (Chair) ◾ Nominating/Corporate Governance
				Biographical Information   Celia R. Brown has been a director since May 2019. From June 2016 until the present, Ms. Brown was a director of 1-800-Flowers.com, Inc., serving as a member of its Compensation and Nominating and Governance Committees. 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 and, 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 Willis Towers Watson. In her capacity as Executive Vice President and Group HR Director, she advised the CEO, compensation committee and board of directors on talent strategy, succession planning, reward strategy, culture, climate, and diversity. Ms. Brown earned a B.A. degree from Emory University and earned a Juris Doctorate degree from the University of North Carolina School of Law.

Corporate Governance

The Company’s business and affairs are managed by 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.committees, as well as update calls held from time to time. 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 Corporate Governance section of the Company’s website, at www.volt.com.

The Board held nineseven (7) meetings during fiscal year 2019. Our Chairman2021. Directors are expected to attend Board meetings and meetings of Board committees on which they serve. Each director attended 100% of the meetings of the Board and meetings of all Board committees on which the director served in fiscal 2021. All but two directors attended our 2019the 2021 annual meeting held on May 1, 2019, together with Ms. Perneau and Ms. Avedissian.April 20, 2021.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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, audit 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.statements. 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 the 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,

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Nominating/Corporate Governance Committee operates under a written charter adopted by our Board. The responsibilities of the Nominating/Corporate Governance Committee include: identifying, evaluating and recommending to the Board prospective nominees for director; reviewing the Company’s corporate governance policies and making recommendations to the Board from time to time regarding matters of corporate governance; and reviewing the performance of the Board and its members. The Nominating/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, expertise or background, and the substantive relative strengths and weaknesses of current directors; (3) the value of contributions made by individual directors; (4) the need for a person with specific skills, expertise 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.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

to its compensation consultant with respect to such committee’s role in reviewing management recommendations, attending committee meetings, and with respect to other matters related to the scope of the compensation consultant’s engagement. The Compensation Committee held sevensix (6) meetings during fiscal year 2019.2021 and each of the directors who serve on the committee attended each meeting.

Additional information regarding the Compensation Committee and our policies and procedures regarding executive compensation, including the role of compensation advisors and executive officers in recommending executive compensation, is provided in the “Executive Compensation—Discussion of Fiscal Year 20192021 Executive Compensation Program” section of this Proxy Statement.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Senior Vice President and Chief Financial Officer and our Vice President of Risk Management provideare tasked with providing periodic updates to the Audit Committee and, where necessary, to the full Board. Our Chief Legal Officer provides periodic updates to the Audit Committee regarding material legal claims against the Company.

Code of Business Conduct and Ethics

The Company has a Code of Business Conduct and Ethics. Directors, officers and all employees of the Company must act in accordance with these policies. The Code of Business Conduct and Ethics requires, among other things, all employees to engage in honest and ethical conduct in performing their duties, provides guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and provides mechanisms to report unethical conduct.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 Corporate Governance section of the Company’s website,www.volt.com. www.volt.com. Copies of these documents are also available without charge upon request to Volt Information Sciences, Inc., 50 Charles Lindbergh Boulevard, Suite 206, Uniondale, New York 11553,2401 N. Glassell Street, Orange, California 92865, Attention: Investor Relations.Corporate Secretary. The telephone number for this office is (516)(714) 228-6700.921-8800.

Procedures for Recommending Directors

There have been no material changes to the procedures by which our shareholders may recommend nominees to our Board from those procedures set forth in ourBy-Laws. According to

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Human Capital Management        

Volt operates on the compensation committee (or its equivalent) orfundamental philosophy that people are our most valuable asset as every person who works for us has the board of directors of any entity whose executive officers also served onpotential to impact our Compensation Committee. No member of our Compensation Committee was an officer of the Company during fiscal year 2019.

Equity Compensation Plan Information

The following table sets forth information as of November 3, 2019 regarding shares of the common stock to be issued upon exercise and the weighted-average exercise price of all outstanding options, warrants and rights granted under the Company’s equity compensation plans,success as well as the numbersuccess of shares availableour clients. As a staffing company, identifying quality talent is at the core of everything we do and our success is dependent upon our ability to attract, develop and retain highly qualified employees, both in-house and for issuance under such plans. No equity compensation plansour clients. The Company’s core values of integrity, customer centric, ownership, innovation, empowerment, collaborative change and teamwork establish the foundation on which the culture is built and represent the key expectations we have been adopted withoutof our employees. We believe our culture and commitment to our employees attract and retain our qualified talent, while simultaneously providing significant value to our Company and its shareholders. In June 2021, the approvalCompany was recognized as part of Forbes’ annual list of America’s Best Temporary Staffing Firms, as well as on its list of America’s Best Professional Recruiting Firms.

In fiscal 2021, Ms. Perneau was named to Staffing Industry Analysts’ list of most influential leaders, the Staffing 100. In addition, both Ms. Perneau and Ms. Schultz were again named to SIA’s “Global Power 150—Women in Staffing” list.

Demographics

As of October 31, 2021, Volt employed approximately 15,400 people, including approximately 14,300 who were on contingent staffing assignments with our clients and the remainder as full-time in-house employees. Approximately 70% of the full-time in-house employees are located in North America and the remaining are within Asia Pacific and Europe. The workers on contingent staffing assignments are on our payroll for the length of their assignment with the client.

Diversity and Inclusion

Volt values building diverse teams, embracing different perspectives and fostering an inclusive, empowering work environment for our employees and clients. We have a longstanding commitment to equal employment opportunity as evidenced by the Company’s shareholders.EEO policy. Of our North American in-house employee population, approximately 71% are women and approximately 48% have self-identified as Hispanic or Latino, Native American, Pacific Islander, Asian, Black or African American, or of two or more races. As part of Volt’s commitment to continued enhancements in this area, we launched our Expert Momentum Diversity and Inclusion Program. This program involved the creation of a task force made up of a group of employees from across the organization. The program has established initiatives to strengthen the promotion of workplace diversity for our employees and clients, to create a collaborative environment that promotes authenticity and a culture that celebrates our differences, and embraces a collaborative environment with unique experiences and

AUDIT COMMITTEE REPORTDIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

diverse perspectives. The program’s task force enhances company-wide engagement on diversity and inclusion issues and provides education opportunities for our employees.

IN-HOUSE EMPLOYEE DIVERSITY

Compensation and Benefits

Critical to our success is identifying, recruiting, retaining, and incentivizing our existing and future employees. We strive to attract and retain the most talented employees in the staffing industry by offering competitive compensation and benefits. Our pay-for-performance compensation philosophy is based on rewarding each employee’s individual contributions and striving to achieve equal pay for equal work regardless of gender, race or ethnicity. We use a combination of fixed and variable pay including base salary, bonus, commissions and merit increases which vary across the business. In addition, as part of our long-term incentive plan for executives and certain employees, we provide share-based compensation to foster our pay-for-performance culture and to attract, retain and motivate our key leaders.

As the success of our business is fundamentally connected to the well-being of our people, we offer benefits that support their physical, financial and emotional well-being. We provide our employees with access to flexible and convenient medical programs intended to meet their needs and the needs of their families. In addition to standard medical coverage, we offer eligible employees dental and vision coverage, health savings and flexible spending accounts, paid time off, employee assistance programs, voluntary short-term and long-term disability insurance and term life insurance. Additionally, we offer a 401(k) Savings Plan and Deferred Compensation Plan to certain employees. Our benefits vary by location and are designed to meet or exceed local laws and to be competitive in the marketplace.

In response to the COVID-19 pandemic, government legislation and key authorities, we implemented workplace changes that we determined were in the best interest of our employees, as well as the communities in which we operate. This included having the majority of our employees work from home, while implementing additional safety measures for employees continuing critical on-site work. We continue to embrace a remote or flexible working arrangement for a majority of our in-house employees, as well as a portion of our contingent workforce where we continue to provide key services to customers remotely.

Professional Development and Training

We believe a key factor in employee retention is training and professional development for our talent. We have training programs across all levels of the Company to meet the needs of various

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

roles, specialized skill sets and departments across the Company. All field associates receive Volt’s General Safety Orientation prior to assignment and site-specific job task training from our clients. Volt offers the Federal Ten Hour and other specialty safety programs to key employees and clients as a value-add feature of our services. Volt is committed to the security and confidentiality of our employees’ personal information and employs software tools and periodic employee training programs to promote security and information protection at all levels. Additionally, in the second quarter of fiscal 2021, we invested in an online educational platform to upskill our field associates across North America. This platform provides significant benefit and support to our employees in furthering their education and achieving their personal and professional goals, while at the same time cultivating a better-skilled pool of talent for our clients. We utilize certain employee turnover rates and productivity metrics in assessing our employee programs to ensure that they are structured to instill high levels of in-house employee tenure, low levels of voluntary turnover and the optimization of productivity and performance across our entire workforce. Additionally, we have implemented a new performance evaluation program which adopts a modern approach to valuing and strengthening individual performance through on-going interactive progress assessments related to established goals and objectives.

Communication and Engagement

We strongly believe that Volt’s success depends on employees understanding how their work contributes to the Company’s overall strategy. To this end, we communicate with our workforce through a variety of channels and encourage open and direct communication, including: (i) quarterly company-wide CEO update calls; (ii) regular company-wide calls with executives; (iii) frequent email corporate communications; and (iv) employee engagement surveys.

Commitment to Values and Ethics through Governance

Along with our core values, we act in accordance with our Code of Business Conduct and Ethics (“Code of Conduct”), which sets forth expectations and guidance for employees to make appropriate decisions. Our Code of Conduct covers topics such as anti-corruption, discrimination, harassment, privacy, appropriate use of company assets, protecting confidential information, and reporting Code of Conduct violations. The Code of Conduct reflects our commitment to operating in a fair, honest, responsible and ethical manner and also provides direction for reporting complaints in the event of alleged violations of our policies (including through an anonymous hotline). Our executive officers and supervisors maintain “open door” policies and any form of retaliation is strictly prohibited. We take all reports of suspected violations and unethical behavior seriously and take appropriate actions to correct the situation.

Environmental

As a global provider of staffing services, Volt does not produce or manufacture any products or materials and therefore our environmental impact has been relatively small. Nevertheless, we understand that certain areas of our business and operations have an impact on the environment and we are dedicated to promoting internal sustainability initiatives and keeping our ecological footprint to a minimum. In addition to certain on-going internal initiatives, including office waste

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

reduction practices such as printing less and recycling furniture and electronics, we were able to take advantage of more impactful opportunities using actions implemented during the COVID-19 pandemic. During fiscal 2020, we were able to quickly shift to a fully remote in-house workforce and in fiscal 2021, we continued to have the majority of our in-house employees remote thereby reducing the environmental impact of commuting and office energy consumption. This work model has allowed us to further decrease our carbon footprint by exiting and consolidating certain offices. We have also been able to reduce certain business travel by using virtual and collaborative tools whenever possible, further limiting our ecological impact. Volt is committed to enhancing its environmental protection measures and continuing to promote an eco-friendly culture both internally and in the communities it serves.

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AUDIT COMMITTEE REPORT

AUDIT COMMITTEE REPORT

The Audit Committee has met and held discussions with management and the Company’s independent registered public accounting firm. The Audit Committee has reviewed and discussed the internal control over financial reporting and 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 on Form10-K for fiscal year 2019,2021, 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 2020.2022.

Nick S. Cyprus (Chair)

Bruce G. Goodman

Arnold Ursaner

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ITEM 2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP

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 2020.2022. 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 20202022 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.

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ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION(“SAY-ON-PAY”)

ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION(“SAY-ON-PAY”)

The Dodd-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 20192021 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 our 2017 Annual Meeting, our shareholders approved holding theseSay-on-Pay advisory votes annually, and the Board has adopted a policy of holdingSay-on-Pay advisory votes on an annual basis. Following theSay-on-Pay advisory vote at this year’s Meeting, the nextSay-on-Pay advisory vote will be held at the Annual Meeting of Shareholders held in 2021.2023.

We were pleased that 87% of shareholder votes cast on theSay-on-Pay proposal at the 2019 Annual Meeting were cast in favor of our executive compensation program for fiscal year 2018. We have made concerted efforts over the last fiveseven years to better align our executive compensation levels with ourthe Company’s financial andperformance. After considering past feedback from certain shareholders, the Company first introduced performance-based units based on stock price performance. To that end,into its long term incentive program in 2018, and later moved to corporate financial performance goals for both short term and longer term incentive programs in 2019. In addition, we have eliminated individual performance goals from the significant changes implemented last year better align our compensation program to the expectations voiced by our shareholders. As our business evolves, we will continue the process of engaging with our shareholders on matters of corporate governance and compensation program design.Company’s annual incentive program.

The Compensation Committee continuously evaluates how best to structure its compensation programs to ensure that our executive officers are being appropriately and competitively compensated while also maintaining compensation levels commensurate with our financial performance. Considering the positive changes that have been implemented in recent years, we believe that our executive compensation program for fiscal year 20192021 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 20192021 Named Executive Officers, as disclosed in this Proxy Statement pursuant to Item 402 of RegulationS-K, including the Fiscal Year 20192021 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, it relates to the overall total compensation of our 20192021 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 pointed vote against the 20192021 Named Executive Officers’ compensation program, 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 20192021 Named Executive Officers, as disclosed in this Proxy Statement, including the Fiscal Year 20192021 Summary Compensation Table and the related tables and narrative disclosures included in this Proxy Statement.

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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Table of Contents

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EXECUTIVE COMPENSATION

Executive Summary

During fiscal year 2019,2021, we made notable strides toward returningreturned the Company to a profitable and growing business. Fiscal year 2019 also marked the Company’s first full fiscal year under the leadership of President & Chief Executive Officer Linda Perneau, whose significant industry experience helped propel our transformation strategy and move the Company toward meeting its strategic goals. Although there is more work to be done, we’ve made progress toward executing our business strategies and continue to reorganize and restructure our business and operations, invest in our service offerings, and upgrade our systems and processes. All along, we’vewe remained focused on recruiting and retaining top talent within our leadership ranks and continue to be committed to emphasizing the link between the performance of our business and the compensation of our executives.

Our executive compensation program strives to adhere to high standards of compensation and governance.

WHAT WE DO
		Risk Mitigation – Varied metrics and measurement periods in the elements of compensation mitigate risk that executives will be motivated to pursue results with respect to any one metric.
		Performance-Based Pay – Emphasis on long-term equity compensation with total “at-risk” pay constituting the majority of our CEO’s total compensation
		Stock Ownership Guidelines – NEOs are subject to stock ownership guidelines with conditional holding requirements.
		Double-Trigger Change-in-Control Provisions – Both a change-in-control and termination are required for equity vesting acceleration benefits to apply.
		Compensation Recoupment Policy – We have a “clawback” recoupment policy for reimbursement of pay in certain circumstances for NEOs.
		Annual Say-on-Pay Vote – We seek annual shareholder feedback on our executive pay program and engage with shareholders annually.
		Annual Evaluation – We annually review our executive pay program to ensure that it continues to be aligned with market practice.
		Independent Advice – The Committee engages an independent compensation consultant that works solely in support of the Committee.
		Peer Group – We re-evaluate the Company’s peer group on an annual basis.

WHAT WE DON’T DO
		No Guaranteed Bonuses – Our annual incentive plan is 100% performance-based and does not include any minimum payment levels.
		No Individual Performance Metric – Our annual incentive plan is based wholly on the Company’s financial performance and no portion is based on individual performance.
		No Hedging and Restriction on Pledging – We prohibit directors and employees from engaging in hedging, and prohibit the pledging of Volt shares without specific pre-approval.
		No Repricing or Exchange of Underwater Stock Options.
		No Tax Gross-Ups – We do not provide tax gross- ups on benefits or perquisites in new employment agreements.
		No Recycling of Shares withheld for Taxes.
		We do not provide excessive perquisites to our NEOs.

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EXECUTIVE COMPENSATION

20192021 Business Highlights.

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