SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENTUNITED 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 (Amendment No. )
Filed by the Registrant [x]
xFiled by a Party other than the Registrant [_]
¨
Check the appropriate box:[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule[_] Confidential, For Use of the 14a-12 Commission Only (as permitted by Rule 14a-6(e)(2))[x] Definitive Proxy Statement[_] Definitive Additional Materials
VOLT INFORMATION SCIENCES, INC.------------------------------------------------------------------------------------------------------------------------------------------------------
| ¨ | Preliminary Proxy Statement | |
| ¨ | For Use of the Commission Only (as permitted byRule 14a-6(e)(2)) | |
| x | Definitive Proxy Statement | |
| ¨ | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant toSection 240.14a-12 | |
Volt Information Sciences, Inc.
(Name of Registrant as Specified In Its Charter)Certificate)
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(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
Payment of Filing Fee (Check the appropriate box):[x] No fee required.[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules14a-6(i)(4) and0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) |
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| (4) | Proposed maximum aggregate value of transaction: | |||
| (5) | Total fee paid: | |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (4) | Date Filed: | |||
March 3, 2014
Dear Shareholder:
On behalf of our Board of Directors and management, we cordially invite you to attend our Annual Meeting of Shareholders on Thursday, April 17, 2014. The Meeting will be held at The Omni, 333 Earle Ovington Boulevard, Uniondale, NY 11553, at 10:00 a.m. (EDT).
The Notice of Meeting and Proxy Statement accompanying this letter describe the business we will consider at the Meeting. Your vote is very important. I urge you to vote to be certain your shares are represented at the Meeting even if you plan to attend. Most shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to your proxy materials or the information forwarded by your bank, broker or other underlying valueholder of transaction computed pursuantrecord to Exchange Act Rule 0-11 (set forth the amount onsee which the filing fee iscalculatedmethods are available to you.
Ronald Kochman
President, Chief Executive Officer and state how it was determined):4) Proposed maximum aggregate valueDirector
Notice of transaction:____________________________________________________________________________________5) Total fee paid:[_] Fee paid previously with preliminary materials:[_] Check box if any partAnnual Meeting of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paidpreviously. Identify the previous filing by registration statement number,or the form or schedule and the date of its filing.____________________________________________________________________________________ 1) Amount previously paid: 2) Form, Schedule or Registration Statement No.:____________________________________________________________________________________ 3) Filing Party: 4) Date Filed:
VOLT INFORMATION SCIENCES, INC.560 Lexington AvenueNew York, New York 10022-2928Shareholders
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 10, 2008
TO THE SHAREHOLDERS OFVOLT INFORMATION SCIENCES, INC.17, 2014
The Annual Meeting of Shareholders of Volt Information Sciences, Inc. (the “Company”) will be held at the First Floor Atrium, Volt Corporate Park, 2401 N. Glassell Street, Orange, CA 92865, on Thursday, April 10, 2008,17, 2014, at 10:00 a.m., Pacific time, to (EDT) at The Omni, 333 Earle Ovington Boulevard, Uniondale, NY 11553. At the Meeting, shareholders will be asked to:
You may vote at the following:
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Only shareholdersMeeting if you were a shareholder of recordthe Company at the close of business on February 15, 2008 will be entitled to noticeWednesday, March 5, 2014, the record date for the Meeting.
By Order of the Board of Directors.
Ronald Kochman
President, Chief Executive Officer and to vote at, the meeting and any adjournments or postponements thereof.Director
You are cordially invited to attend the meeting. Whether or not you plan to be present, kindly fill out and sign the enclosed Proxy exactly as your name appears on the Proxy, and mail it promptly in order that your vote can be recorded. A return envelope is enclosed for your convenience and requires no postage if mailed within the United States. The giving of this Proxy will not affect your right to vote in person in the event that you find it convenient to attend the meeting.
New York, New York
March 18, 20083, 2014
Please sign and return the enclosed proxy card in thepostage-paid envelope provided or, if you prefer, please follow the instructions on the enclosed proxy card for voting by telephone or via the Internet. You may access additional information athttp://materials.proxyvote.com/928703 for voting instructions as well as to view the Proxy Statement and Annual Report online.
VOLT INFORMATION SCIENCES, INC.560 Lexington AvenueNew York, New York 10022-2928Volt Information Sciences, Inc.
Proxy Statement
2014 Annual Meeting of Shareholders
i
Volt Information Sciences, Inc.
Proxy Statement
2014 Annual Meeting of Shareholders
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY STATEMENTFor
MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON APRIL 17, 2014.
THE COMPANY’S ANNUAL REPORT, LETTER TO SHAREHOLDERS, NOTICE OF ANNUAL MEETING, OF SHAREHOLDERSPROXY STATEMENT AND PROXY CARD ARE AVAILABLE AT
http://www.volt.com/investors+governance.aspx.
ThisWhy did I receive this Proxy Statement, to be mailed on or about March 18, 2008, is furnished in connection with the solicitation by theStatement?
The Board of Directors of Volt Information Sciences, Inc., a New York corporation (the “Company”, “we” or “Volt”“us”), of Proxies in is soliciting proxies for the accompanying form (“Proxy” or “Proxies”) for use at the2014 Annual Meeting of Shareholders of the Company(the “Annual Meeting” or “Meeting”) to be held on Thursday, April 10, 200817, 2014, at The Omni, 333 Earle Ovington Boulevard, Uniondale, NY 11553, at 10:00 a.m. (EDT) and at any adjournmentsadjournment of the Meeting. When the Company asks for your proxy, we must provide you with a Proxy Statement that contains certain information specified by law. This Proxy Statement summarizes the information you need in order to vote at the Meeting.
The Company’s Annual Report, Letter to Shareholders, Notice of Annual Meeting, Proxy Statement and proxy card are being mailed to shareholders beginning on or postponements thereof (the “Annual Meeting”).about March 12th, 2014.
Only holdersWhat will I vote on?
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 Annual Meeting. Nonetheless, if there is an unforeseen need, your proxy will give discretionary authority to the persons named on the proxy 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.
Who is entitled to vote?
Shareholders as of the close of business on February 15, 2008 are entitled to notice of, and tothe record date, which is Wednesday, March 5, 2014, may vote at the Annual Meeting. As of
How many votes do I have?
You have one vote at the close of business on that date, there were issued and outstanding 21,983,541 shares of Common Stock of the Company. Each issued and outstandingMeeting for each share of Common Stockcommon stock you held on that datethe record date.
What constitutes a quorum for the Annual Meeting?
A quorum is entitlednecessary to one vote upon each matter to be acted uponconduct business at the Annual Meeting. TheA quorum requires the presence at the Meeting of 35% of the outstanding shares entitled to vote, in person or represented by proxy, of at least 35%proxy. You are part of the totalquorum if you have voted by proxy. As of February 28, 2014, 20,862,795 shares of Company common stock were issued and outstanding shares of Common Stock entitled tooutstanding.
How do I vote?
You can vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting.
All Proxies received will be votedeither in accordance with the specifications made thereon. Proxies received without specification on a matter will be voted as follows on that matter: (a) for the election of all nominees named herein to serve as directors and (b) in favor of the proposal to ratify the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending November 2, 2008 (“fiscal 2008”). Management does not intend to bring before the Annual Meeting any matters other than those specifically described above and knows of no other matters to come before the Annual Meeting. If any other matters or motions come before the Annual Meeting, it is the intention of the persons named in the accompanying form of Proxy to vote Proxies in accordance with their judgment on those matters or motions, including any matter dealing with the conduct of the Annual Meeting. Proxies may be revoked at any time prior to their exercise by written notification to the Secretary of the Company at the Company’s principal executive offices located at 560 Lexington Avenue, New York, New York 10022-2928, by votingperson at the Annual 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 enclosed 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:
If you are a later dated proxy.registered shareholder, you may vote by telephone or via the Internet by following the instructions on your proxy card.
TheIf you are a beneficial owner, please refer to the information forwarded by your bank, broker or other holder of record to see which options are available to you. Most brokers and banks offer voting by telephone and via the Internet as well as by mail.
If you vote via the Internet, you may incur costs, such as usage charges from Internet access providers and telephone companies. You will be responsible for these costs.
What should I do if I want to attend the Annual Meeting?
All shareholders of the Company maintainsmay attend the Annual Meeting. Please bring your admission ticket or proof of ownership of the Company’s stock to enter the Annual Meeting. When you arrive at the Annual Meeting, you may be asked to present photo identification, such as a driver’s license, to be admitted.
For safety and security reasons, no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Meeting.
How do I vote my shares in the Volt Information Sciences, Inc. Savings Plan (the “Savings Plan”) in which separate accounts
If you received this Proxy Statement because you are maintained for Common Stock held under the Employee Stock Ownership Plan (the “ESOP Account”) and 401(k) Plan (the “401(k) Account”) features of the Savings Plan. Subaccounts are maintained for each participant under the ESOP Account and 401(k) Account. Separate Proxies are being transmitted to eachan employee of the Company who is a participantparticipates in this plan and you have shares of common stock of the Savings Plan. SharesCompany allocated to your account under this plan, you may vote your shares held in a participant’s subaccountsthis plan as of March 5, 2014 by mail, by telephone or via the Internet. Instructions are provided on the enclosed proxy card. The tabulator must receive your instructions by 4:00 p.m. (EDT) on Monday, April 14, 2014 in order to communicate your instructions to the plans’ Trustee, who will vote your shares. Any plan shares for which we do not receive instructions from the employee will be voted by the trusteeTrustee in the same proportion as the shares for which we have received instructions.
Can I revoke or change my vote?
Yes. If you are a shareholder of record, you have the right to revoke your proxy at any time before the Annual Meeting by sending a signed notice to the Company’s Secretary, Volt Information Sciences, Inc., 1065 Avenue of the Savings Plan as directedAmericas, New York, New York 10018. If you want to change your vote at any time before the Meeting, you must deliver a later dated proxy by telephone, via the participantInternet or in writing. You may also change your proxy by voting in person at the Meeting.
If you are a signed Proxy for Savings Plan participants which is timely returnedbeneficial owner, please refer to the Savings Plan trusteeinformation forwarded by your broker, bank or its designee. Shares as to whichother holder of record for procedures on revoking or changing your proxy.
What are the Savings Plan trustee does not receive a timely directioncosts of soliciting these proxies and who will be votedpay them?
The Company will pay all costs of soliciting these proxies. In addition, some of our officers and employees may solicit proxies by the trustee as directed by the administrator of the Savings Plantelephone or in such manner as the Savings Plan administrator deems proper in its fiduciary capacityperson. We will reimburse banks and brokers for the benefitexpenses they incur in forwarding the proxy materials to you.
How many votes are required for the approval of the Savings Plan and its participants.each item?
Are abstentions and brokernon-votes part of the quorum?
Yes. Abstentions and brokernon-votes count as “shares present” at the Annual Meeting for purposes of determining a quorum.
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.”
Item 4 in this Proxy Statement (ratification of the appointment of the Company’s independent Registered Public Accounting Firm for 2014) will be considered routine and the broker may vote your shares for this Item in its discretion. The broker is not entitled to vote your shares on the other Items unless the broker has received instructions from you.
Who will count the vote?
Votes withheld,at the Annual Meeting will be counted by the inspectors 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 some or all of the matters, your shares will be voted as follows for any matter you did not vote on:
| • | for the nominees to the Board listed on the proxy card; |
| • | for approval, on an advisory basis, of the executive compensation program for the Company’s named executive officers; |
| • | forthe Company conducting an advisory vote on executive compensation everytwo years; and |
| • | for the ratification of the appointment of the Company’s independent Registered Public Accounting Firm for 2014. |
How do I submit a shareholder proposal for the 2015 Annual Meeting?
The Company’s 2014 Annual Meeting is scheduled for Thursday, April 17, 2014. There are two different deadlines for submitting shareholder proposals. If a shareholder wishes to have a proposal considered for inclusion in next year’s 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 April 17, 2015. Proposals should be addressed to the Company’s Secretary, Volt Information Sciences, Inc., 1065 Avenue of the Americas, New York, New York 10018. If you submit a proposal, it must comply with our By-Laws and applicable law, includingRule 14a-8 of the Securities Exchange Act of 1934. Copies of theBy-Laws are available to shareholders free of charge on request to the Company’s Secretary, Volt Information Sciences, Inc., 1065 Avenue of the Americas, New York, New York 10018.
What if I want to receive a separate paper ore-mail copy of the Proxy Statement or Annual Report at no charge?
If you wish to receive a separate paper ore-mail copy of the 2014 Annual Report or this Proxy Statement at no charge, please call us at (212) 704-7921, or send ane-mail to voltinvest@volt.com, or write to: Volt Information Sciences, Inc., 1065 Avenue of the Americas, New York, NY 10018, Attention: Shareholder Relations. We will promptly deliver to you the documents you requested. Please make your request for documents on or before March 31, 2014 to facilitate timely delivery of the documents to you.
Where can I find the voting results?
We will publish voting results in aForm 8-K which we will file with the SEC shortly after the vote is certified. To view thisForm 8-K online, visit the Company’s Investor Relations Web site at http://www.volt.com/template_vis_investors.aspx?id=534.
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., 1065 Avenue of the Americas, New York, NY 10018. The Company’s Secretary will then forward all questions or comments directly to our Board or a specific Director, as the case may be.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The names of the election ofour current directors and abstentionsexecutive officers and any broker non-votes with respecttheir 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 ratificationconclusion that each director should serve on our Board. Our executive officers are appointed by, and serve at the discretion of, an independent registered public accounting firm are not considered votes cast with respect to that matter and, consequently, will have no effect on the vote on that matter, but are counted in determining a quorum. A “broker non-vote” occurs when a broker holding shares for a beneficial owner of Common Stock does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that particular proposal and has not received specific voting instructions from such beneficial owner.
SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS, MANAGEMENT AND NOMINEES
The following table sets forthour Board. This information is as of February 15, 2008 (except2014.
Name | Age | Position(s) | ||||
Ronald Kochman | 55 | President, Chief Executive Officer and Director | ||||
Lloyd Frank | 88 | Director | ||||
Bruce G. Goodman | 65 | Director | ||||
Theresa A. Havell | 67 | Director | ||||
Mark N. Kaplan | 83 | Director | ||||
Deborah Shaw | 59 | Director | ||||
Jerome Shaw | 87 | Executive Vice President, Secretary and Director | ||||
William H. Turner | 73 | Director | ||||
James Whitney Mayhew | 52 | Senior Vice President and Chief Financial Officer | ||||
Howard Zimmerman | 64 | Chief Operating Officer, North America Staffing | ||||
Richard Herring | 56 | Senior Vice President and Managing Director, Europe and Asia Staffing | ||||
Ronald Hurle | 58 | Chief Operating Officer, Project-Based Staffing | ||||
James Schmitt | 71 | President – Volt Delta (Computer Systems) | ||||
Louise Ross | 65 | Vice President – Human Resources | ||||
Ronald Kochman has been President and Chief Executive Officer of the Company and a director since April 2012. Mr. Kochman has been employed by the Company since 1987 and has been an officer of the Company since February 2005. Prior to his appointment as describedPresident and Chief Executive Officer, he served as Senior Vice President, Strategic Planning. He received his Master of Business Administration degree with an emphasis in finance and investments from George Washington University and earned his Bachelor of Arts degree in Economics from Stony Brook University. Through his 25 years experience with the footnotes toCompany, Mr. Kochman has gained a deep knowledge of all aspects of the following table),Company’s business and has valuable insight with respect to the beneficial ownership of Common Stock, the Company’s only class of voting or equity securities, by (a) each person who is known to the Company to own beneficially more than five percent of the outstanding shares of Common Stock, (b) each of the executive officers named in the Summary Compensation Table contained under “Executive Compensation”, (c) each of the directors of the Company, including nominees to serve as directors,finance, strategy and (d) executive officers and directors as a group:
| Name and Address | Amount and Nature of | |
| of Beneficial Owner | Beneficial Ownership (1) | Percent of Class (2) |
| Jerome Shaw | 4,955,156(3) | 22.5% |
| c/o Volt Information Sciences, Inc. | ||
| 2401 N. Glassell Street | ||
| Orange, CA 92665 | ||
| Deborah Shaw | 3,709,357(4) | 16.9% |
| c/o Volt Information Sciences, Inc. | ||
| 560 Lexington Avenue | ||
| New York, NY 10022 | ||
| Bruce G. Goodman | 3,694,833(5) | 16.8% |
| c/o Hinckley, Allen & Snyder LLP | ||
| 28 State Street | ||
| Boston, MA 02109-1775 | ||
| Linda Shaw | 3,694,234(6) | 16.8% |
| c/o Bruce G. Goodman | ||
| Hinckley, Allen & Snyder LLP | ||
| 28 State Street | ||
| Boston, MA 02109-1775 | ||
| Estate of William Shaw | 2,455,398(7) | 11.2% |
| c/o Troutman Sanders LLP | ||
| 405 Lexington Avenue | ||
| New York, NY 10174 | ||
| Lloyd Frank | 1,541,719(8) | 7.0% |
| c/o Troutman Sanders LLP | ||
| 405 Lexington Avenue | ||
| New York, NY 10174 | ||
| Aberdeen Asset Management PLC | 1,348,900(9) | 6.1% |
| 10 Queens Terrace | ||
| Aberdeen, Scotland | ||
| Royce & Associates LLC | 1,323,153(10) | 6.0% |
| 1414 Avenue of the Americas | ||
| New York, NY 10019 | ||
| Dimensional Fund Advisors LP | 1,279,153(11) | 5.8% |
| 1299 Ocean Avenue, 11thFloor | ||
| Santa Monica, CA 90401 | ||
| Steven A. Shaw | 1,277,926(12)(13) | 5.8% |
| c/o Volt Information Sciences, Inc. | ||
| 560 Lexington Avenue | ||
| New York, NY 10022-2928 | ||
| Howard B. Weinreich | 29,937(13) | * |
| Jack Egan | 6,400 | * |
| Thomas Daley | 3,340(13) | * |
| Theresa A. Havell | 6,500 | * |
| Mark N. Kaplan | 5,000 | * |
| William H. Turner | 2,000 | * |
| All executive officers and directors as a | 9,381,564(14) | 42.6% |
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Securities Authorized for Issuance under Equity Compensation Plansbusiness development.
The following table sets forth information as of February 15, 2008 with respect to the shares that may be issued under all of the Company’s existing equity compensation plans.
| Number of | Weighted- | Number of | ||||
| Securities to be | Average | Securities | ||||
| Issued Upon | Exercise | Remaining | ||||
| Exercise of | Price of | Available for | ||||
| Outstanding | Outstanding | Future | ||||
| Options, | Options, | Issuance | ||||
| Warrants and | Warrants and | |||||
| Rights | Rights | |||||
| Plan Category | ||||||
| Equity compensation plans approved by | ||||||
| security holders | ||||||
| 1995 Non-Qualified Stock Option Plan (1) | 98,115 | $12.52 | -- | |||
| 2006 Incentive Stock Plan | 394,246 | $13.42 | 1,105,754 | |||
| Equity compensation plans not approved by | -- | -- | -- | |||
| security holders | ||||||
| Total | 492,361 | $13.24 | 1,105,754 | |||
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5
ELECTION OF DIRECTORS
The Company’s Board of Directors presently consists of seven directors, divided into two classes. The terms of office of Class I and Class II directors expire at the 2008 and 2009 Annual Meetings of Shareholders, respectively. At each annual meeting, directors are chosen to succeed those in the class whose term expires at that annual meeting to serve for a term of two years each and until their respective successors are elected and qualified. Each of the present directors of the Company was elected by the Company’s shareholders.
Unless otherwise directed, persons named in the enclosed Proxy intend to cast all votes pursuant to Proxies received for the election of Lloyd Frank Bruce G. Goodman, Mark N. Kaplan and Steven A. Shaw as Class I directors to serve until the 2010 Annual Meeting of Shareholders and, in each case, until his respective successor is elected and qualified (those persons are referred to in this Proxy Statement as the “nominees”). Each nominee has indicated his availability to serve as a director. In the event that any of the nominees should become unavailable or unable to serve for any reason, the holders of the Proxies have discretionary authority to vote for one or more alternate nominees who will be designated by the Board of Directors.
A plurality of the votes cast at the Annual Meeting in person or by proxy is required for the election of each nominee. Votes withheld will have no effect on the outcome of the election of directors.
Background of Nominees and Continuing Directors
Nominees(Class I)
LLOYD FRANK, 82, has been a director of the Company since March 2000. He has been Of Counsel tosenior counsel since January 2010, and of counsel from April 2005 until December 2009, with the law firm of Troutman Sanders LLP since AprilLLP. Mr. Frank was counsel from January 2004 to March 2005, and was counsel toa partner from January 1977 until December 2003, with the law firm of Jenkens & Gilchrist Parker Chapin LLP from January 2005 to April 2005 and, from January 1977 until that time, was a partner in that firm (and its predecessor,predecessors, Parker Chapin LLP)LLP and Parker Chapin Flattau & Klimpl). Mr. Frank is also a director of Dryclean USA,EnviroStar, Inc. (a distributor of commercial and industrial boilers, commercial laundry and drycleaning equipment) and was a director of Park Electrochemical Corp. from 1985 until 2013 (a developer and manufacturer of advanced materials). Mr. Frank has extensive corporate legal, compliance and governance experience, and has served as an advisor to, and board member of, a number of other public companies, private companies and charities. This experience enables him to provide the Board with advice on a wide range of legal and business matters, in addition to an understanding of our legal and business affairs obtained from over 40 years of legal representation of our Company.
BRUCEBruce G. GOODMAN, 59,Goodman has been a director of the Company since May 2000. He has been General Counsel of Shepherd Kaplan LLC (an investment advisor registered with the SEC) since April 2008. From April 1995 to April 2008, he was a partner of the law firm of Hinckley, Allen & Snyder LLP since April 1995.LLP. In addition to his perspective as anon-management director, Mr. Goodman provides to the Board experience as a business lawyer with substantial experience and insight into the investment markets obtained as general counsel to an investment advisory firm.
MARK N. KAPLAN, 78,
Theresa A. Havell has been a director of the Company since April 1991. He has been Of Counsel to the law firm of Skadden, Arps, Slate, Meagher & Flom LLP since 1999 and, from October 1979 until that time, was a partner in that firm. Mr. Kaplan is also a director of American Biltrite, Inc., Autobytel Inc., Congoleum Corporation and DRS Technologies, Inc.
STEVEN A. SHAW, 48, has been President and Chief Executive Officer of the Company since March 2006, and Chief Operating Officer of the Company since March 2005. He served as co-Chief Executive Officer of the Company from September 2005 until March 2006, as Executive Vice President of the Company from March 2005 until March 2006 and as Senior Vice President of the Company from November 2000 until March 2005. He has been employed by the Company in executive capacities since November 1995.
Steven A. Shaw is the son of Jerome Shaw. Deborah Shaw, a director of the Company, is the cousin of Steven A. Shaw and the niece of Jerome Shaw. Bruce G. Goodman, a director of the Company, is the husband of Deborah Shaw’s sister, Linda Shaw. Deborah Shaw and her sister are co-executors of the Estate of William Shaw. William Shaw was Jerome Shaw’s brother and a founder of the Company, and was President and co-Chief Executive Officer of the Company at the time of his death in March 2006. There are no other family relationships among the executive officers or directors of the Company.
6
Directors Whose Term of Office Continues After the Annual Meeting (Class II)
THERESA A. HAVELL, 61, has been a director of the Company since April 2004. She has been President and Chief ExecutiveInvestment Officer of Havell Capital Management LLC (a money management company) since 1996. Prior to 1996, Ms. Havell was a Partner, Memberpartner, member of the Executive Committee, Director and Chief Investment Officer of the Fixed Income Group of NeubergerBerman.NeubergerBerman (an investment management firm). Ms. Havell contributes vast experience and knowledge in the investment and financing markets and economic conditions to the Board derived from her money management and investment experience.
DEBORAH SHAW, 53,Mark N. Kaplan has been a director since April 1991. He has been of counsel with the law firm of Skadden, Arps, Slate, Meagher & Flom LLP since 1999. From October 1979 until 1999, he was a partner in that firm. In addition to serving on the board of directors or as trustee of a number of civic and charitable organizations, Mr. Kaplan is also a director of American Biltrite, Inc. (a manufacturer of commercial flooring and performance sheet rubber) and Autobytel Inc. (an online automotive marketing firm). Mr. Kaplan is also a member and former Chairman of the CompanyNew York City Audit Committee and is a member and formerco-Chairman of the Board of Education Audit Advisory Committee. In addition to his legal experience focusing on securities, governance and mergers and acquisitions matters, Mr. Kaplan brings to the Board business management, financing and leadership experience gained as President, Director, and Chief Operating Officer of Engelhard Minerals & Chemicals Corporation (a New York Stock Exchange listed mining and chemicals company acquired by BASF in 2006) from 1977 to 1979 and President and Chief Executive Officer of Drexel Burnham Lambert (an investment banking firm) from 1970 to 1977.
Deborah Shaw has been a director since August 2006. Dr. Shaw is and has been a clinical psychologist with a private practice in Los Angeles, California for more than 17 years. Dr. Shaw brings to the past five years.Board the perspective of anon-management beneficial owner of approximately 10.4 percent of our common stock, as well as an educational background in law gained from her law degree from the University of Pennsylvania Law School and three years of the practice of law with the law firm of Covington & Burling.
WILLIAM H. TURNER, 67,Jerome Shawhas been a director since April 2012. Jerome Shawco-founded the Company, has been Executive Vice President and Secretary of the Company since 1957 and has been employed in executive capacities by the Company and its predecessors since 1950. Jerome Shaw brings to the Board business leadership, a deep understanding of our business, operations, services, products, customers, suppliers and employees.
William H. Turner has been a director since August 1998. Mr. Turner is the Chairman of International College, Beirut Lebanon and a senior advisor with Opera Solutions, LLC (a predictive analytics company). Mr. Turner also served as Dean at The School of Business of Montclair State University from June 2008 until January 2010. He was founding Dean at Stony Brook University SchoolCollege of Business from FebruaryJanuary 2004 to December 2007 and prior thereto2007. Prior to that, he was Senior Partner of Summus Ltd., a (a consulting firm,firm) from OctoberSeptember 2002 to February 2004.December 2003. From August 1997 until September 1999, until his retirement in September 2002, and, from August 1997 to August 1999, heMr. Turner was President of PNC Bank, New Jersey.N.A. and served as Chairman of that bank’s Northeast Region until September 2002. From October 1996 to July 1997, heMr. Turner was President and ChiefCo-Chief Executive Officer of Franklin Electronic Publishers, Inc.Incorporated (a designer and developer ofhand-held electronic information products) and, from February 1991August 1990 to September 1996, he was Vice Chairman of The Chase Manhattan Bank and its predecessor, Chemical Banking Corporation. He is also a director of Amerprise,Ameriprise Financial, Inc. (a financial planning and advisory firm), Franklin Electronic Publishers, Inc., New Jersey Resources Corp. and Standard Motor Products, Inc. (a manufacturer of engine management and temperature control parts). During the last five years, Mr. Turner also served as a director of Franklin Electronic Publishers, Inc. and New Jersey Resources Corporation (a natural gas and renewable energy services company) and, since 2011 Mr. Turner has been a director of Fine Mark Bank, a non-public commercial/private bank with headquarters in Ft. Myers, Florida. Mr. Turner provides the Board with vast knowledge of finance and accounting gained through his extensive executive experience at leading banking institutions and business, managerial and leadership experience gained from his position as the chief executive officer of apublicly-held company.
James Whitney Mayhew has been Senior Vice President and Chief Financial Officer of the Company since April 2012. He served as Vice President and Interim Chief Financial Officer of the Company from August 2011
to April 2012 and Vice President and Corporate Controller of the Company from June 2010 until August 2011. Prior to joining the Company, Mr. Whitney was a partner with KPMG LLP, a registered independent accounting firm, where he was an auditor for over 21 years serving primarilymulti-national SEC registrant clients. Mr. Whitney served as an audit partner for Silicon Valley technology and services companies from 2007 to 2009 and as an audit partner on afour-year international assignment in Asia from 2003 to 2007. Previous to that he served on assignments in Silicon Valley, New York, and Seattle. Mr. Whitney is a Certified Public Accountant and holds a Bachelor of Arts degree in Business Administration with a concentration in Accounting from the University of Washington.
Howard Zimmermanhas been the Chief Operating Officer of our North America Staffing operations since November 2012 and has been with Volt for 27 years, having begun his career as a Branch Manager in our San Diego office. He has held various management positions including Regional Manager beginning in 1989, Vice President in 1991, and Senior Vice President in 2001. Prior to joining Volt, Mr. Zimmerman led sales organizations at Memorex, Texas Instruments and ADP from 1978 through 1987. Mr. Zimmerman holds a Bachelor of Arts degree in Marketing from the University of Connecticut.
Richard Herringhas been Senior Vice President and Managing Director of Europe and Asia Staffing operations since December 2010 and joined the Company in January 2006 as European Staffing Services Director. Prior to joining the Company he served as a Director of TheSkillsMarket Limited, a software house providing services to recruitment companies, between September 2004 and January 2006. Between August 1988 and July 2004, Mr. Herring worked in various sales and operational capacities at the UK based recruitment company Reed Personnel Services PLC, and was a director of this company between January 1999 and July 2004. Mr. Herring has also served as an elected executive of the UK based trade body the Association of Professional Staffing Companies for two separate terms, 2001 to 2004 and 2007 to 2010, fulfilling the role of chairman in 2009-2010.
Ronald Hurlehas been the Chief Operating Officer of our Project-Based Staffing operations since October 2012 and joined the Company in November of 2009 as the Vice President of Client Solutions for our North America Staffing operations. Prior to joining Volt, he served as Vice President and General Manager of IT Operations and Services for Intel Corporation from 2000 until 2009 where he had responsibility for Intel’s IT worldwide infrastructure and operations including data centers, computing resources, communications infrastructure, PC Services, Service Desks and the IT Emergency Response Team. From 1994 to 2000 he served as Director of Operations for CDI Corporation managing large scale outsourced IT operations, and from 1987 to 1994 he was Director of Support Services serving technology implementations for the education industry with NCS.
James Schmitt has been the President of our Computer Systems segment since 2009 and was previously its Chief Operating Officer since he joined the Company in 1997. From 1992 until 1997 he was the Assistant Vice President for Sales and Marketing for the Yellow Page Division of Bell Atlantic, and from 1988 until 1992 he was the Yellow Page Division Sales Manager for National Telephone Directory. From 1983 until 1988 he was the President of DataServ Corporation serving the commercial publishing and directory markets. Mr. Schmitt is a graduate of the Wayne State University Executive Program for Presidents and holds a Bachelor of Science degree in Business Management from Rutgers University.
Louise Ross has been Vice President – Human Resources of the Company since September 2006 and has been employed by the Company in executive capacities in its human resource departments since 1993. Prior to joining Volt, Ms. Ross held various management positions in human resources with extensive experience in program development, compensation/benefits, employee and labor relations and employment law. Ms. Ross was an adjunct professor for the New School University, graduate management program in Human Resources. She also taught compensation and employee benefits for undergraduate programs. She holds a Master’s Degree from the New School University in Human Resources Management along with an undergraduate degree in business management from Marymount Manhattan College.
The Company’s business and affairs are managed and under the direction of the Board of Directors.Board. Members of the Board of Directors 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 meetings of the Board and its committees. The CompanyOur Board has anstanding Audit, Committee, Compensation Committee and Nominating/Corporate Governance, Committee.
and Compensation Committees. The Board of Directors met 10 times during the fiscal year ended October 28, 2007 (“fiscal 2007”). Each incumbent director attended at least 75%roles and responsibilities of the meetings of the Board of Directorscommittee chairs and Committees ontheir committees, which he or she served which were held during fiscal 2007.
Independent Directors; Executive Sessions of the Board
The Board of Directors has determined that Theresa A. Havell, Mark N. Kaplan, Bruce G. Goodman, Deborah Shaw and William H. Turner meet the current independence requirements under the listing standards of the New York Stock Exchange. The Board of Directors made these determinations based primarily upon a review of the responses of directors to questions regarding employment and compensation history, affiliations and family and other relationships and on discussions with them. The Board of Directors determined that there were no material relationships between any of such persons and the Company that could interfere with their exerciseare comprised solely of independent judgmentdirectors, are set forth in the committee charters and that each meetsin our Corporate Governance Guidelines, copies of which are available in the current independence requirements applicable to independent directors under the listing standards of the New York Stock Exchange to serve on the Board of Directors.
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The Board of Directors has also determined that Lloyd Frank meets the current independence requirements under the listing standards of the New York Stock Exchange. Troutman Sanders LLP and JenkensInvestors & Gilchrist Parker Chapin LLP and their predecessor law firms to which Mr. Frank is now Of Counsel, and was formerly a partner, have been retained by the Company annually since 1962 to review and advise the Company with respect to its legal position on numerous matters. These firms had also rendered professional services to William Shaw and render professional services to his Estate and to Jerome Shaw, for which, the Company has been advised, William Shaw, his Estate and Jerome Shaw were and are billed directly. The fees paid by the Company to Troutman Sanders LLP with respect to services rendered during fiscal 2007, exclusive of disbursement reimbursement, represented less than 2% of the firm’s consolidated gross revenues during the firm’s 2007 fiscal year and were not material to the firm, which has in excess of 650 attorneys. Mr. Frank owns 12,500 sharesGovernance section of the Company’s stock and his spouse owns 3,793 shares, and Mr. Frank is also one of the trustees of various trusts for the benefit of the children of William Shaw and Jerome Shaw. Mr. Frank has no other interests which preclude him from being independent under the criteria for service on the Board. The Board has determined that, in the Board's business judgment, the relationship of Mr. Frank with the Company and the aforesaid ownership of stock was not material to the Company, to Mr. Frank's law firm or to Mr. Frank, that such relationships did not interfere with Mr. Frank's exercise of his independent judgment and that he meets the current independence requirements applicable to independent directors under the listing standards of the New York Stock Exchange to serve on the Board of Directors.
The non-management directors have held executive sessions. In accordance with the listing standards of the New York Stock Exchange, these sessions are intended to promote open discussion among non-management directors. Mark N. Kaplan has been chosen by the non-management directors to presidewebsite, at these sessions.www.volt.com.
Shareholder Communications with the Board of Directors
Shareholders and interested parties may communicate directly with the Board of Directors by sending communications to the Board of Directors, c/o Howard B. Weinreich, General Counsel & Senior Vice President, Volt Information Sciences, Inc., 560 Lexington Avenue, New York, NY 10022-2928. Mr. Weinreich will forward all such communications directly to the Board of Directors.
Code of Business Conduct and Corporate Governance Guidelines
The Company has a Code of Business Conduct and Ethics and corporate governance guidelines. Copies of the Company’s Code of Business Conduct and Ethics, other significant corporate policies and all committee charters are available at the Company’s website: www.volt.com in the Investor Relations/Corporate Governance Section. Copies of these documents are also available without charge upon request to Volt Information Sciences, Inc., 560 Lexington Avenue, New York, New York 10022-2928, 212-704-2400, Attention: Shareholder Relations
Compliance with New York Stock Exchange Corporate Governance Guidelines
On April 25, 2007, Steven A. Shaw, as the Chief Executive Officer of the Company, certified to the New York Stock Exchange, on which the Company’s Common Stock is listed, that, as of the date of his certification, he was unaware of any violation by the Company of the New York Stock Exchange’s corporate governance listing standards.
The Audit Committee consists of Mark N. Kaplan (Chair), Theresa A. Havell Mark N. Kaplan and William H. Turner, each of whomTurner. Each committee member is financially literate and meets the current independence requirements for Audit Committee membership under both the rules of the SecuritiesSEC and Exchange Commission the (the “SEC”) and the listing standards of the New York Stock Exchange.Exchange (the “NYSE”). The Board of Directors has determined that Mark N. Kaplan is an “audit committee financial expert” within the meaning of the applicable SEC rules and possesses accounting and related financial management expertise within the meaning of the listing standardsrules of the New York Stock Exchange.NYSE. This determination is based on Mr. Kaplan’s relevant experience as Chief Executive Officerchief executive officer of an investment banking firm, Chief Operating Officerchief operating officer of a public company, former Chairman and now acurrent member of the Audit Committee of The City of New York and as formerCo-Chair of the Audit Advisory Committee of the Board of Education of The City of New York. The specific functions and responsibilities of the Audit Committee are set forth in a written charter of the Audit Committee adopted by the Board of Directors, which gives the Audit Committee sole authority to retain and dismiss the independent registered public accounting firm, to pre-approve all audit services, to approve the fees of the independent registered public accounting firm and to perform periodic reviews of the performance and independence from management of the independent registered public accounting firm, and grants the Audit Committee the authority to fulfill its obligations under SEC and New York Stock Exchange requirements. Mark N. Kaplan, Chairman of the Audit Committee, has been designated by the Audit Committee to approve non-audit services to be performed by the independent registered public accounting firm. The Audit Committee reviews and reassesses its charter annually and recommends any changes to the Board of Directors for approval. A copy of the Audit Committee Charter is available at the Company’s website: www.volt.com in the Investor Relations/Corporate Governance Section. A report of the Audit Committee appears under the caption, “Audit Committee Report”, below.
The Audit Committee met seven times duringoperates under a written charter adopted by our Board. The Audit Committee provides assistance to the Company’s directors in fulfilling the Board’s oversight responsibility as to the Company’s accounting, auditing and financial reporting practices and as to the quality and integrity of the publicly distributed financial reports of the Company. The Audit Committee held 23 meetings in respect of the fiscal 2007.year ended November 3, 2013.
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CompensationNominating/Corporate Governance Committee
The Company’s CompensationNominating/Corporate Governance Committee consists of Mark N. Kaplan, Lloyd Frank, Theresa A. Havell Mark N. Kaplan(Chair) and William H. Turner, eachTurner. The Nominating/Corporate Governance Committee is comprised entirely of whom meetsdirectors determined by the independence requirementsBoard to be “independent” for Compensation Committee membership under the listing standardspurposes of the New York Stock Exchange. Mr. Turner serves as chair of the Compensation Committee. The Compensation Committee met five times during fiscal 2007.NYSE rules.
The specific functions and responsibilities of the CompensationNominating/Corporate Governance Committee are set forth inoperates under a written charter adopted by the Board of Directors which gives the Compensation Committee authority to approve and evaluate the director and officer compensation plans, policies and programs of the Company. A copy of the Compensation Committee’s charter is available at the Company’s website: www.volt.com in the Investor Relations/Corporate Governance Section. A report of the Compensation Committee on executive compensation appears under the caption, “Executive Remuneration-Compensation Discussion and Analysis”, below.
Nominating/Corporate Governance Committee
The Company’s Nominating/Corporate Governance Committee consists of Lloyd Frank, Theresa A. Havell, Mark N. Kaplan and William H. Turner, each of whom meets the independence requirements for Nominating/Corporate Governance Committee membership under the listing standards of the New York Stock Exchange. Ms. Havell serves as chair of the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee met twice during the past fiscal year.
our Board. The responsibilities of the Nominating/Corporate Governance Committee include: identifying, evaluating and recommending to the Board prospective nominees for Director;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. Copies of the Company’sdirector. The Nominating/Corporate Governance Committee Charterdid not hold any meetings in respect of the fiscal year ended November 3, 2013.
The Compensation Committee consists of Mark N. Kaplan, Lloyd Frank, Theresa A. Havell and Corporate Governance Guidelines are available atWilliam H. Turner (Chair). The Compensation Committee is comprised entirely of directors determined by the Company’s website: www.volt.com inBoard to be “independent” for purposes of the Investor Relations/Corporate Governance Section.
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Stockholders may submit names of qualified candidates for director, along with detailed information on their backgrounds, to the Company’s Secretary for referral to the Nominating/Corporate GovernanceNYSE rules. The Compensation Committee for consideration.
Auditoperates under a written charter adopted by our Board. The Compensation Committee Report
Management has the primary responsibility for the Company’s financial reporting process, including its financial statements, while the Board is responsible for overseeingestablishing, implementing and monitoring the Company’s accounting, auditingexecutive compensation policies and financial reporting practices and theprogram. The Company’s independent registered public accounting firm has the responsibility for the examination of the Company’s annual financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States. In assisting the Board in fulfilling its oversight responsibility with respect to fiscal 2007, the Audit Committee:
Reviewed and discussed the audited financial statements for fiscal 2007 with management and Ernst &Young, the Company’s independent registered public accounting firm;
Discussed with Ernst & Young the matters required to be discussed by Statement on AuditingStandards No. 61, as amended, relating to the conduct of the audit; and
Received the written disclosures and a letter from Ernst & Young stating that Ernst & Young was an independent registered public accounting firm with respect to the Company within the meaning of the federal securities laws and the rules and regulations thereunder, including the independence rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002 and Rule 3600T of the Public Company Accounting Oversight Board, which designates as interim independence standards Rule 101 of the American Institute of Certified Public Accountants Code of Professional Conduct and Standards Nos. 1, 2 and 3 of the Independence Standards Board. The Audit Committee also discussed Ernst & Young’s independence with Ernst & Young and considered whether the provision of non-audit services rendered by Ernst & Young was compatible with maintaining its independence under SEC rules governing the independence of a company’s outside auditors (see “Ratification of Selection of Independent Registered Public Accounting Firm”).
Based on the foregoing review and discussions, the Audit Committee recommended to the Board that the Company’s audited financial statements for fiscal 2007 be included in the Company’s Annual Report on Form 10-K filed with the SEC for that year.
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EXECUTIVE REMUNERATION
Compensation Discussion and Analysis
Executive Compensation Objectives
Our executive compensation program is designed to meet three principalprinciple objectives:
Attract,
During fiscal year 2013, the Compensation Committee retained the services of Chernoff Diamond as its compensation advisor with respect to executive compensation matters. The Compensation Committee held 9 meetings in respect of the fiscal year ended November 3, 2013.
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 below under “Compensation Discussion and Analysis” beginning on page 13.
Our Chief Executive Officer chairs meetings of our Board, and our Audit Committee Chairman chairs meetings of our independent directors. We believe that combining the positions of Chief Executive Officer and chairing the meetings of our Board is appropriate for our Company and results in operational efficiencies given the size of our Company and the particularly detailed knowledge of our Company’s operations that our Chief Executive Officer develops, which we believe is beneficial for chairing our board meetings. Our independent directors meet regularly without management, including our Chief Executive Officer, and are active in the oversight of our Company. Our Board and each Board committee has access to members of our management and the authority to retain independent legal, accounting or other advisors as they deem necessary or appropriate. Our Chief Executive Officer does not serve on any Board committee, other than the Executive Committee.
Our Audit Committee Chairman, in fulfilling the role of chairing meetings of our independent directors:
We believe that our board leadership structure provides an appropriate balance between strong and strategic leadership and independent oversight of our Company, and that our board leadership structure continues to serve the best interests of our Company and stockholders.
The Audit Committee of our Board oversees our risk management process. The day-to-day responsibility for our risk management process is the responsibility of our Chief Executive Officer, Senior Vice President and Chief Financial Officer, and our Vice President of Risk Management. Our Senior Vice President and Chief Financial Officer and our Vice President of Risk Management provide periodic updates to the Audit Committee regarding, among other things, risk assessments and actions taken to mitigate risks. In addition, our Director of Internal Audit reports directly to the Chairman of the Audit Committee and provides periodic updates to the Audit Committee regarding risk management issues, particularly those regarding accounting and finance related risks. Periodic updates are also provided to our Board regarding claims against our 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, provide guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and provide mechanisms to report unethical conduct. Our employees will be held accountable for their adherence to this Code.
Please see the section entitled “Availability of Corporate Governance Documents” below for information on how to view or obtain a copy of our Code of Business Conduct and Ethics.
Corporate Governance Guidelines
As a part of our Board’s commitment to sound corporate governance, our Board has adopted a set of Corporate Governance Guidelines, which guides the operation of the board and its committees. The Nominating and Corporate Governance Committee reviews our Corporate Governance Guidelines at least annually and recommends any changes to our Board for its consideration and approval.
Our Corporate Governance Guidelines cover, among other topics:
Please see the section entitled “Availability of Corporate Governance Documents” below for information on how to view or obtain a copy of our Corporate Governance Guidelines.
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 Investors & Governance section of the Company’s website, www.volt.com. Copies of these documents are also available without charge upon request to Volt Information Sciences, Inc., 1065 Avenue of the Americas, New York, New York 10018, Attention: Shareholder Relations. The telephone number for this office is212-704-7921.
Change in 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 our Proxy Statement for our 2009 Annual Meeting of
Shareholders, filed with the SEC on February 18, 2009. Shareholders may submit names of qualified director candidates, together with detailed information on the proposed candidates’ backgrounds, to Volt Information Sciences, Inc., 1065 Avenue of the Americas, New York, New York 10018, Attention: Secretary – Director Candidates, for referral to the Nominating/ Corporate Governance Committee for consideration.
Deborah Shaw, a director of the Company, is the daughter of William Shaw, whoco-founded the Company in 1950 and served as its President until his death in March 2006. Deborah Shaw is also the niece of Jerome Shaw, a director of the Company. Bruce G. Goodman, a director of the Company, is the husband of Deborah Shaw’s sister. There are no other family relationships among the executive officers or directors of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Such persons are required by the SEC to furnish the Company with copies of all Section 16(a) forms that they file.
To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations from certain reporting persons, all required Section 16(a) filings applicable to its directors, executive officers andgreater-than-ten-percent beneficial owners were properly filed during the fiscal year ended November 3, 2013.
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (the “CD&A”) describes our executive compensation philosophy and programs, the compensation decisions made under those programs, and the considerations in making those decisions. This CD&A focuses on the compensation of our named executive officers (“2013 Named Executive Officers”) for the fiscal year ending November 3, 2013 (“fiscal year 2013”), who were:
Mr. Daley served as Senior Vice President and President of North America Staffing and retired December 31, 2012.
Executive Compensation Philosophy
The central objectives of our executive compensation program are designed to (i) attract, retain and reward executive officers who contribute to ourlong-term success;
Align (ii) align compensation withshort- andlong-term business results; and
Motivate (iii) motivate and reward high levels of team and individual performance.
These objectives collectively seek to link executive officer compensation to our overall performance, which helps to align the interests of our executives with the interests of our shareholders.
Components of Executive Compensation
TheDuring the fiscal year 2013, the principal components of compensation for our Chief Executive Officer, who we refer to as our “CEO”, and our other Named Executive Officers (as referred to below) are:were:
Base
Performance-based annual
Long-term
These individual compensation elements are intended to create a total compensation package for each Named Executive Officer that we believe achieves our compensation objectives and provides competitive compensation opportunities.
Throughout this Compensation Discussion and Analysis, which we refer to as the “CDA”,CD&A, we refer to the sum of base salary,performance-based annual cash bonuses andlong-term equity incentives as “total compensation”compensation,” and we refer to the sum of base salary andperformance-based annual cash bonuses as “total cash compensation.”
Oversight and Authority over Executive Compensation
Overview
As discussed in more detail below, the Compensation Committee fixesdetermined the total compensation of the CEO and determined anylong-term incentive awards granted to Named Executive Officers based upon the recommendation of the CEO. The CEO fixeswas responsible for determining the total cash compensation of the other
Named Executive Officers and for recommending to the Compensation Committee whether anylong-term equity incentive awards long-term equity incentivesshould be granted to Named Executive Officers.
Role of the Compensation Committee and Compensation Advisor in Determining Compensation
During fiscal year 2013, the Compensation Committee retained the services of Chernoff Diamond as its compensation advisor with respect to executive compensation matters. The Compensation Committee relied on compensation analysis for the CEO, other officers andnon-officers generated by the compensation advisor. Upon the request of the Compensation Committee, the compensation advisor attends certain Compensation Committee meetings to provide information and recommendations regarding our executive compensation program. The compensation advisor also provided advice to management on matters to be presented by management to the Compensation Committee. The Compensation Committee generally meets in executive session without any member of management present when discussing compensation matters pertaining to our CEO, and with the CEO when discussing other Named Executive Officers on the recommendation of the CEO. In each case, emphasis is placed on all of these three components rather than any one component because of their combined potential to influence Named Executive Officers’ performance.Officers.
The Compensation Committee has determined the totalthat its compensation advisor, Chernoff Diamond, is independent and that its work for the CEO for fiscal 2007.Committee does not raise any conflict of interest. The compensation advisor is retained directly by the Compensation Committee’s decision regarding CEOCommittee. The compensation during our 2007 fiscal year was based primarily upon its assessment ofadvisor is also retained by the CEO’s performance, an analysis of other CEOs’Company to perform consulting services with respective to executive compensation and the CEO’s potential to enhance long-term shareholder value. plans.
The Compensation Committee relied upon its collective judgment in making its decisions regarding the compensation of the CEO and not upon guidelines or formulas orshort-term changes in our stock price in determining the amount and mix of compensation elements for the CEO. Key factors that the Compensation Committee considered included the nature and scope of the CEO’s responsibilities, his effectiveness in conducting our business andduring the prior fiscal year, as applicable, leading initiatives to increase earnings per share, return on net assets and customer satisfaction and growth, and creating a culturesatisfaction.
The Compensation Committee determined the total compensation for Mr. Kochman, who served as our CEO throughout fiscal year 2013. The decision was based primarily upon the Compensation Committee’s assessment of integrity and compliance with applicable law and our ethics policies.
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For benchmarking purposes, the Committee reviewed (a) peer group information about the CEO’s compensation levels at companies with similar revenue levels that compete with us in the Staffing Solutions Segment for business and executive talent and (b) a peer groupperformance based on revenue levelobjective criteria, including performance of the business, accomplishment of reported goals and ranking inlong-term strategic objectives and the Fortune 1000, which two peer groups we referdevelopment of management, as well as subjective criteria and its assessment of the CEO’s potential to as “company peer groups”enhancelong-term shareholder value, and (c) a surveytook account of CEO compensation in business services and all industries for companies with a numberthe terms of employees similar to that of our number whose CEO is based in New York, N.Y.Mr. Kochman’s employment agreement, which is where our executive officedescribed below.
With respect tolong-term equity incentives, the Compensation Committee is located. This information was compiled by our Human Resources Department, the head of which is an executive officer but not a Named Executive Officer. Additional information about the company peer groups is provided below under the heading, “The Compensation Committee’s Processes—Benchmarking”.
The Committee understands that the CEO, in determining the cash compensation ofresponsible for making awards to the other Named Executive Officers similarly bases his decision primarilybased upon his assessmentthe recommendation of the individual officers’ performance and potential to enhance long-term shareholder value. The Committee understands that the CEO also relies upon his judgment in making his decisions and not upon guidelines or formulas or short-term changes in our stock price in determining the amount and mix of compensation elements for the other Named Executive Officers.CEO. In determining thelong-term equity incentives to be awarded to the other Named Executive Officers, the Compensation Committee considers the CEO’s recommendation, the Named Executive Officer’sOfficers’ cash compensation, the nature and scope of the Named Executive Officer’sOfficers’ responsibilities and their individual performance, and takes account of the terms of the Named Executive Officer’s employment agreement with the Company, if any. Employment agreements with Named Executive Officers are described beginning at page 22 below.
Role of the CEO in Determining Compensation
For all Named Executive Officers, no single component of compensation is emphasized over any other component because of their combined potential to influence Named Executive Officers’ performance. The Compensation Committee understands that Mr. Kochman, as CEO, based his determination of the total cash compensation of the other Named Executive Officers, primarily upon his assessment of the individual performance.officers’ performance and potential to enhancelong-term shareholder value. The Compensation Committee understands that Mr. Kochman relied upon his judgment in making his decisions and not upon guidelines or formulas orshort-term changes in the Company’s stock price in determining the amount and mix of compensation elements for the other Named Executive Officers.
Base Salary
Base salary is the fixed component of an executive’s annual cash compensation. In each case, itThe objective of base salary is fixed withto provide a portion of compensation to the goal of retaining talented long-term executivesNamed Executive Officer that is not “at risk”, and adequately compensating and rewarding them for services.is generally unaffected by fluctuations in the Company’s performance or the market in general. The Compensation Committee has not set a base salary for the CEO at any fixed level as against comparable positions, but instead considers the CEO’s compensation each year based on all of the factors describeddiscussed in this report. The CEO similarly hasCD&A, including, but not set a baselimited to, the individual officer’s performance, the officer’s potential to enhancelong-term shareholder value, and overall Company performance.
Base salary for the otherour Named Executive Officers, atother than the CEO, were primarily determined based upon the general knowledge of the CEO with input and recommendations from the Vice President of Human Resources, and base salaries paid to similarly positioned company executives within the Company, the terms of any fixed levelcontractual arrangements, salaries paid historically, tax and accounting issues and, when appropriate, personal performance as against comparable positions, but instead considers each individually, based on allassessed by the factors discussedCompensation Committee and the CEO. No formulaic base salary adjustments were provided to the Named Executive Officers in this CDA. Changesfiscal year 2013. Adjustments in base salary are typically considered based on individual performance, as well as in the event of promotion or change in responsibilities. Certainfor Named Executive Officers are parties to employment agreements with the Company which provide for minimum base salaries. Further information is provided under “Related Policiesdiscretionary and Considerations – Employment, Termination of Employment and Change in Control Agreements”.are generally considered no more frequently than every 12 months.
In December 2007, the Compensation Committee reviewed theThe base salary of the CEO based on his performance duringeach of our 2007 fiscal year. During our 2008 fiscal year, the CEO will review the base salary of the other2013 Named Executive Officers based on their performance during our 2007 fiscal year.
We do not use the services of an independent compensation advisor, but instead rely on reports generated by the Human Resources Department, the head of which is also an executive officer whose compensation is set by the CEO, but is not a Named Executive Officer. The Compensation Committee, as to the CEO, and the Committee understands that the CEO, as to the other Named Executive Officers, believe that the peer group information prepared by the Human Resources Department is appropriate and furnishes sufficient information for each of them to make the determinations reported in this CDA.
The review process for fiscal year 2008 began when2013 was unchanged from their base salary at the Human Resources Department prepared the peer group information which was furnished to the Compensation Committee in December 2007. At a meetingend of the Compensation Committee held on December 18, 2007, the Committee reviewed the peer group information, togetherfiscal year 2012, with the resultsexception of operations for fiscal 2007 and the performanceMr. Zimmerman who received an increase of the CEO during the 2007 fiscal year. The Committee determined$67,205 ($325,000 from $257,795) upon his promotion to increase the CEO’s base salary from $520,000 to $575,000. The Committee’s decision with respect to Mr. Shaw’s salary increase reflected considerationsChief Operating Officer of his base salary position relative to the peer groups, the relationship between his salary and the base salaries of the other Named Executive Officers and other executives and our results of operations for fiscal 2007.North America Staffing.
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Annual Cash Bonus
TheFor fiscal year 2013, the determination as to the annual cash bonusbonuses for the CEO iswas made by the Compensation Committee based on an assessment of his performance during the prior fiscal year, and the determination as to the annual cash bonus of the other Named Executive Officers iswas primarily made by the CEO usingbased upon the same criteria.performance of each such Named Executive Officer during the prior fiscal year.
The annual cash bonus provides cash incentives for our Named Executive Officers to focus on annual financial and operating results.results by placing a portion of total compensation opportunity “at risk.” The Compensation Committee and the CEO, as the case may be, relyrelied upon their judgment and not upon guidelines or formulas orshort-term changes in our stock price in determining the amount, if any, of the annual cash bonus. Key factors that are considered include ourbusiness unit performance during the prior fiscal year, the individual performanceand contributions to strategic initiatives of the Named Executive Officer during the prior fiscal year.
With respect to fiscal year 2013, the Company paid to Mr. Kochman a bonus of $575,000, which was his target bonus for fiscal year 2013 under his employment agreement. The factors considered in determining Mr. Kochman’s bonus include completing the Company’s restatement, progress in becoming current in required external reporting, preparing a strategic plan, and revising management compensation to multi-factor management-by-objective plans that are based on business unit and personal contribution to achievement of both short-term and long-term objectives including compliance, financial and operational goals and that reward achievement of performance thresholds rather than each incremental improvement.
Mr. Whitney received a bonus in the amount of $650,000, consisting of $400,000 in annual bonus for fiscal year 2013 (which was equal to his target bonus under his employment agreement) and $250,000 as a special bonus pursuant to the terms of his employment agreement based on his accomplishments in overseeing the Company’s filing with the SEC of a Restated Composite Form 10-K for the CEO,fiscal years ending November 2, 2008, November 1, 2009 and October 1, 2010. The factors considered in determining Mr. Whitney’s bonus include completing the peer group information referred toCompany’s restatement, progress in this CDA.becoming current in required external reporting, restructuring the Company’s accounting function, and remediating material weaknesses in internal control.
The Company paid Mr. Zimmerman a bonus Actual cash payments for fiscal 2007 are set forthyear 2013 of $25,000 for his contributions in improving the Summary Compensation Tableorganizational structure at a portion of the Company’s staffing business. Mr. Daley received a total of $46,824 for fiscal 2007 on page 20.
Long-Term Equity Incentives
Our long-term equity incentives reward the achievementA key component of long-term business objectives that we believe will benefit our shareholders and help us retain a successful and tenured management team. Our executive compensation program has utilizedis long-term incentives that may be comprised of either cash or equity componentsor a combination of both. The equity portion is granted pursuant to meet its objectives. Our 1995 Option Plan expired in 2005 and some options granted under the 1995 Plan continue until 2014. On September 6, 2006, our Board of Directors unanimously adopted the Volt Information Sciences, Inc. 2006 Incentive Stock Plan which was amended and restated on January 8, 2007, which we refer to as(the “Incentive Plan”). It is the “Incentive Plan”. The Incentive Plan was approved by our shareholders at our annual meeting of shareholders held on April 5, 2007.
On December 18, 2007, the Compensation Committee approved grants of non-qualified stock options, which we refer to as “Options”, to certainCompany’s philosophy that its Named Executive Officers should be rewarded based upon the Company’s financial performance as well as each executive’s contribution to purchase sharesadvancing the Company’s business strategy and ourlong-term performance. The Company believes that an equity ownership stake in the Company is an important component in linking an executive officer’s compensation to our performance and the creation of our common stock, par value $.10 per share, which we refer to as “Common Stock", at a price of $13.32 per share, representing the closing price of our Common Stock as reported on the New York Stock Exchange on December 18, 2007, which the Compensation Committee determined in accordance with the provisions of the Incentive Plan to be the fair market value of our Common Stock on the date of grant. In addition, the Compensation Committee approved grants to certain Named Executive Officerslong-term shareholder value. Grants of restricted stock, restricted stock units which we referand stock options serve to as RSUs, which will be settled in Company Common Stock at the rate of one share for each RSU, if earned and vested. The Options and RSUs were granted for the purpose of more closely aligningalign the interests of the granteesshareholders with the intereststhose of our shareholders and providing an increased incentive for those individuals to work for our long-term success. Thethe Named Executive Officers who received Options and/or RSUs are identified below.
by incentivizing the Named Executive Officers toward the creation and preservation of13long-term
| Name | Restricted Stock Units | Stock | ||
| Options | ||||
| Group 1 | Group 2 | Total | ||
| Steven A. Shaw | 10,000 | 10,000 | 20,000 | 20,000 |
| President and Chief Executive | ||||
| Officer | ||||
| Howard B. Weinreich | 3,000 | 4,500 | 7,500 | 3,000 |
| Senior Vice President and | ||||
| General Counsel | ||||
| Jack Egan | 3,000 | 4,500 | 7,500 | 3,000 |
| Senior Vice President and Chief | ||||
| Financial Officer | ||||
| Thomas Daley | 1,500 | 4,500 | 6,000 | 3,000 |
| Senior Vice President | ||||
Provisions Relating shareholder value. Under the Incentive Plan, eligible executive officers may, subject to RSUs
As indicated above, the RSUs were grantedCompensation Committee oversight and discretion (and, in two groups. In the case of Group 1, if a certain performance goal is met, the RSUs awarded will be considered earnedCEO, subject to Board input and ratification), receive annualperformance-based bonuses in full, but if the performance goal is not met, RSUs awarded will be forfeited. form of an equity award.
The Group 1 performance goal will be met if our aggregate net incomeCompany granted 30,000 shares of restricted stock to Mr. Whitney on December 24, 2012 as sign-on equity pursuant to the terms of his employment agreement and, as discussed below, made two awards of restricted shares to Mr. Kochman during fiscal year 2013 as part of his long-term incentive for fiscal 2007 through ouryears 2012 and 2013. Although the Company has granted stock options to executives and other key employees in the past, the Compensation Committee concluded, when it approved the employment agreements for Mr. Kochman and Mr. Whitney, that stock would be an appropriate form of award for these executives to connect the executives to the Company not only with upside potential reward as the Company’s performance and share value increases, but also to connect the executives as owners in the immediate term. The Compensation Committee also believes that stock fosters an ownership culture and helps motivate peak performance from executives across business cycles, thereby helping to increase stockholder value.
During fiscal year 2011 (with2013, our common stock was not listed on any national securities exchange and therefore was not actively traded. Under these circumstances, the Compensation Committee concluded that equity awards would not be an effective tool for motivating and retaining key executive talent and, with the exception of the awards to Mr. Kochman and Mr. Whitney, did not make equity awards to any other Named Executive Officer.
Mr. Kochman
The Company granted Mr. Kochman long-term incentive awards of $270,000 in cash and 40,000 shares of restricted stock on each of December 26, 2012 and October 29, 2013 pursuant to the terms of his employment agreement in respect of his performance period beingduring fiscal year 2012 and fiscal year 2013, respectively. The cash portion of Mr. Kochman’s award for fiscal year 2012 becomes payable, and the five-year period fromrestricted shares vest, in equal amounts on each of the beginning of fiscal 2007 throughfollowing dates: (a) 100 days after the end of ourthe Company’s 2012 fiscal year, 2011) equals(b) October 30, 2013, and (c) October 30, 2014. Mr. Kochman must remain employed by the Company on each of those dates in order to receive payment or exceeds the target net income. Aggregate net income and target net income are determined without the effect of discontinued operations and dispositions of business segments, non-recurring items, material extraordinary items that are both unusual and infrequent, special charges, and/or accounting changes and as determinedvesting, but his award will vest in accordance with generally accepted accounting principles appliedfull in the United Statesevent that he is terminated without cause or resigns for good reason within 90 days of America, as reported in our annual report to shareholders and as the same may be adjusted for any earnings restatement. Target net income is a cumulative projected net income amount for the Performance Period equal to our net income for our fiscal year ended October 29, 2006 increased for each year in the performance period at the target compound annual growth rate, which we refer to as the “Target Growth Rate”, determined as provided in the RSU award agreements. The Group 1 performance goal was set at the Target Growth Rate of 10% per year. Thus, if aggregate net income for our 2007-2011 fiscal years equals or exceeds $205.8 million which is the Group 1 target net income, the Group 1 RSUs will be considered earned in full, subject to vesting and forfeiture provisions.
Group 2 RSUs have the same terms as those of Group 1, except that if our performance falls short of the Group 2 performance goal but exceeds a certain minimum performance threshold, one-half of the Group 2 RSUs will be considered earned and the balance will be forfeited. The Group 2 performance goal and the minimum performance threshold were set at target growth rates of 20% and 15%, respectively. Thus, if our aggregate net income for our 2007-2011 fiscal years equals or exceeds $273.7 million which is the Group 2 target net income, the Group 2 RSUs will be considered earned in full, subject to vesting, forfeiture and pro-ration provisions in the award agreement. If our aggregate net income for our 2007-2011 fiscal years equals or exceeds $237.7 million which is the Group 2 minimum performance threshold (but not $273.7 million which is the Group 2 target net income), one-half of the Group 2 RSUs will be considered earned, subject to vesting, forfeiture and pro-ration provisions in the award agreement, and the other one-half will be forfeited.
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If a change in control (as definedcontrol.
Mr. Kochman’s fiscal year 2013 long-term incentive award was conditioned on his achievement of performance targets determined by the Compensation Committee at the start of fiscal year 2013. These targets related to completing the Company’s restatement, progress in becoming current in required external reporting,
preparing a strategic plan, and revising management compensation to multi-factor management-by-objective plans that are based on business unit and personal contribution to achievement of both short-term and long-term objectives including compliance, financial and operational goals and that reward achievement of performance thresholds rather than each incremental improvement. The Compensation Committee determined at the Incentive Plan) occurs duringend of fiscal year 2013 that Mr. Kochman had achieved the performance period, the entire RSU award (whether for Group 1 or 2) will be considered earned, subject to vesting, forfeituretargets and pro-ration provisions in the award agreement.
If, during the performance period and while continuously an employee, the Named Executive Officer dies, is terminated by us without cause (as defined in the award agreement) or becomes totally and permanently disabled, he may earn a time-weightedauthorized granting his full target award. The cash portion of the RSU based on our actual performance duringaward will be payable, and the entire performance period, subject to vesting and forfeiture provisions in the award agreement. The time-weighted portion will equal the portion of the performance period that the Named Executive Officer is employed by us.
The earned portion of each RSUrestricted shares will vest, in five equal annual installments beginningamounts on the 15th dayeach of the third monthfollowing dates: (a) fifteen days after the filing date with the SEC of our 2012the Company’s annual report on Form 10-K for the fiscal year provided that the Named Executive Officer continues employment until the applicable date2013 (which report was filed on January 31, 2014), (b) October 30, 2014, and no cause for the termination of employment exists at the applicable date. Alternatively, if the Named Executive Officer is terminated by us without cause (as defined in the award agreement) or becomes totally(c) October 30, 2015. Payment and permanently disabled, or if a change in control occurs prior to the full vesting of the RSU and the change in controlMr. Kochman’s fiscal year 2013 long-term incentive award is not a change in control for purposes of Section 409A of the Internal Revenue Code, and the Named Executive Officer does not compete with us or otherwise engage in conduct which has a material adverse effect on us, the earned portion of his RSU will vest at the date it would have vested had he remained employed by us.
If a change in control occurs and the change in control is a change in control for purposes of Section 409A of the Internal Revenue Code, or if the Named Executive Officer dies, and in either case the Named Executive Officer has not competed with us or otherwise engaged in conduct which has a material adverse effect on us, all of the earned RSUs will thereupon be considered vested.
If dividends are paid on our Common Stock prior to the settlement of the RSUs, additional RSUs, subject to the same earning, vestingcontinued employment conditions that apply to his long-term incentive award for fiscal year 2012.
Mr. Whitney
Mr. Whitney’s target long-term incentive award for fiscal year 2013 consisted of $400,000 in cash, as provided in his employment agreement. Mr. Whitney’s fiscal year 2013 long-term incentive award was conditioned on his achievement of performance targets determined by the Compensation Committee at the start of fiscal year 2013. These targets related to completing the Company’s restatement, progress in becoming current in required external reporting, restructuring of the Company’s accounting function, and forfeiture rules asremediating material weaknesses in internal control. The Compensation Committee determined at the originalend of fiscal year 2013 that Mr. Whitney had achieved the performance targets and authorized granting of the full target award. Mr. Whitney’s award of $400,000 is payable in three equal installments. The first installment became payable 15 days after the filing date with the SEC of the Company’s annual report on Form 10-K for fiscal year 2013 (which report was filed on January 31, 2014); the remaining installments will become payable on October 30, 2014 and October 30, 2015, provided that Mr. Whitney remains employed through the relevant payment date. The award will automatically be provided in a number equal to the value of the dividend and the then value of a share of our Common Stock.
Provisions Relating to Options
The Options expire on December 17, 2017. An Option may terminate early in the following circumstances. If the Named Executive Officer ceases employment due to death or total and permanent disability, the Option will terminate one year after it becomes earned and vested. If the Named Executive Officer is terminated by us for cause, the Option immediately terminates. If the Named Executive Officer’s employment ceases at our instigation other than for cause or disability, the Option will terminate six months after it becomes earned and vested.
An Option may be exercised only if both earned and vested. The Option will be considered earnedpaid in full if the performance goal described below is met. If the performance goal is not met but our performance exceeds the minimum performance threshold described below, one-half of the Option will be considered earned and the balance will be forfeited. If our performance falls short of the minimum performance threshold, the Option will be forfeited. The performance goal and the minimum performance threshold were set at the target growth rates of 20% and 15%, respectively.
The performance goals for the Options are the same as for the Group 2 RSUs which compares aggregate net income to target net income, except that the five year performance period for determining aggregate net income is our 52-53 week fiscal year beginning October 29, 2007 through our fiscal year 2012 and the target net income is based on our net income for our fiscal year ended October 28, 2007. Thus, if our aggregate net income for the 2008-2012 fiscal years equals or exceeds $351.2 million, which is our target net income for fiscal 2007, the Option will be considered earned in full, subject to vesting, forfeiture and pro-ration provisions in the award agreement. If aggregate net income for our 2008-2012 fiscal years equals or exceeds $305.0 million which is the minimum performance threshold (but not $351.2 million which is the target net income), one-half of the Option will be considered earned, subject to vesting, forfeiture and pro-ration provisions in the award agreement, and the other one-half will be forfeited.
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If a change in control (as defined in the Incentive Plan) occurs during the performance period, the entire Option award will be considered earned, subject to vesting, forfeiture and pro-ration provisions in the award agreement.
If, during the performance period and while continuously an employee, the Named Executive Officer dies, is terminated by us without cause (as defined in the award agreement) or becomes totally and permanently disabled, he may earn a time-weighted portion of the Option based on our actual performance during the entire performance period, subject to vesting and forfeiture provisions in the award agreement. The time-weighted portion will equal the portion of the performance period that the Named Executive Officer is employed by us.
The earned portion of the Option will vest in four equal annual installments beginning on the 15th day of the third month of our fiscal year 2013, provided that the Named Executive Officer continuesCompany terminates Mr. Whitney’s employment until the applicable date and no cause for the termination of employment exists at the applicable date. Alternatively, if the Named Executive Officer is terminated by us without cause or becomes totally and permanently disabled and the Named Executive Officer does not compete with us or otherwise engage in conduct which has a material adverse effect on us, the earned portion of his Option will vest at the date it would have vested had he remained employed by us.
If a change in control occurs or if the Named Executive Officer dies, and in either case the Named Executive Officer has not competed with us or otherwise engaged in conduct which has a material adverse effect on us, the earned Option will be considered to be vested.resigns for good reason.
Provisions Relating to RSUs and Options
The foregoing description of RSUs and Options is a summary only and is qualified in its entirety by reference to the full text of the award agreements, as applicable, the forms of which are attached to our Form 8-K filed on December 26, 2007 with the Securities and Exchange Commission as Exhibits 10.1, 10.2 and 10.3.
The Compensation Committee believes that the specific performance objectives for the RSUs and Options are challenging, in that they exceed forecasted performance, and may be attainable only with sustained substantial effort over the five year performance period. The performance necessary to vest the performance share awards is challenging, in that it reflects aggressive (10%, 15% and 20%) levels of net income growth over the applicable five year performance period that, if achieved, will fulfill our long-range plans and can be achieved only with substantial effort. The performance necessary to vest 100% of the performance share awards is highly challenging and, if met, would represent a substantial and aggressive return on investment for our shareholders during such five year period.
The Compensation Committee believes that these RSU and Option grants, all of which are performance based, reflect our executive compensation program’s goal of linking compensation to overall Company performance and are consistent with our practice of using long-term equity incentives to reward the achievement of long-term business objectives and to help us retain a successful and tenured management team.
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In deciding to award to our CEO and other Named Executive Officers the RSUs and Options reported above, the Compensation Committee considered the following additional factors:
During Mr. Shaw’s term as Chief Executive Officer, our net income has increased each year.
Mr. Shaw has displayed exceptional leadership during his tenure and has been instrumental to our success.
The other Named Executive Officers have made major contributions to our success.
The Compensation Committee’s Processes
The Compensation Committee is comprised entirely of independent directors as determined in accordance with its charter, our Corporate Governance Guidelines and applicable NYSE rules. The Committee operates under a written charter adopted by our Board of Directors, a copy of which is available atwww.volt.comin the Investor Relations/Corporate Governance Section.
Compensation Consultant
During our 2007 fiscal year, the Committee did not retain an independent advisor reporting to the Committee on executive compensation matters; instead it relied on reports generated by our Human Resources Department, the head of which is also an executive officer, but is not a Named Executive Officer. During our 2007 fiscal year, the Human Resources Department provided advice and made recommendations on all matters pertaining to compensation of our CEO and advised the CEO and the Compensation Committee on compensation matters for other officers and non-officers as requested by management or the Committee and has provided advice and expertise to management on matters to be presented by management to the Compensation Committee. During 2007, the Human Resources Department has assisted management by providing salary survey and other market data related to executive and non-executive positions.
Benchmarking
The Compensation Committee reviews executive compensation each year based on information which is prepared by our Human Resources Department. In connection with the determination of the compensation of the CEO, the Compensation Committee evaluates the relationship of our total direct compensation relative to two different peer groups, one consisting of comparable staffing companies and one based on data from a general industry group comprised of comparable companies in the Fortune 1000. These two peer groups are comprised of the following companies:
The Staffing Peer Group companies were selected because they have revenue levels comparable to those of our Staffing Services Segment, which represented 84% of fiscal 2007 revenues and 84% of our fiscal 2006 revenues. The Fortune 1000 Peer Group companies were selected because they had revenue levels (from $2.0 billion to $2.4 billion), which were comparable to our revenue levels for our 2006 fiscal year.
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The Compensation Committee also reviewed a third party executive compensation analysis for CEOs for business services and all industries having 3,000 to 7,500 full time employees headquartered in New York, New York, for executives with comparable positions and responsibilities for the most recent fiscal year, the parameters of which were selected by our Human Resources Department.
In 2007, based on a review of 2006 fiscal year proxy data, the Committee determined that:
Our CEO’s total direct compensation was at the lowest of the Staffing peer group and the second lowest of the Fortune 1000 peer group.
When compared to the third-party vendor, executive compensation analysis for CEO for business services and all industries having 3,000 to 7,500 full time employees and based in New York, New York, our CEO’s total direct compensation was in the bottom quartile as compared to other CEOs in the survey.
Performance Evaluation
During the annual review of the CEO, the Board of Directors performed the annual performance evaluation of our CEO. The evaluation was based on objective criteria, including the performance of the business, accomplishment of reported goals and long-term strategic objectives and the development of management as well as subjective criteria. The evaluation is used by the Compensation Committee in determining our CEO’s compensation.
Input from Management
The head of our Human Resources Department attends Compensation Committee meetings on request to provide information and recommendations regarding our executive compensation program and among other things, presents analyses and survey data as requested by the Compensation Committee. The Committee is not bound by such recommendations. The Committee generally meets in executive sessions without any member of management present when discussing compensation matters pertaining to our CEO and other Named Executive Officers.
Related Policies and Considerations
Employment, Termination of Employment andChange-In-Control Agreements
We have entered intoDuring fiscal year 2013, the Company was a party to employment agreements with Jerome Shaw, Jack Egan and Thomas Daley. We have not entered into severance benefitand retirement agreements with anycertain of our Named Executive Officers. We utilize such arrangements in order to attract, motivate and retain high caliber talent. None of the employment agreements with our Named Executive Officers except Jerome Shaw,contain taxgross-ups. The Compensation Committee and CEO, as applicable, considered these agreements in reaching their compensation decisions. A description of these agreements can be found in “Agreements with 2013 Named Executive Officers” beginning on page 22.
Clawback/Recoupment
We may clawback compensation paid to certain of our Named Executive Officers. The employment agreement with each of Mr. Kochman, Mr. Whitney and Mr. Zimmerman provides that the Company may recover any compensation received that is required to be recovered by theSarbanes-Oxley Act of 2002 or theDodd-Frank Act of 2010.
Benefits
General
Our executive officers do not participate in any tax-qualified defined benefit plan sponsored by the Company. We do not provide our executives, including our Named Executive Officers, with special or supplemental defined benefit pension or health benefits. Our Named Executive Officers receive health and welfare benefits under the same programs and subject to the same eligibility requirements that apply to our employees generally.
Deferred Compensation Opportunity Other Retirement Benefits
Our Named Executive Officers are eligible to participate in our 401(k) plan. The Company currently matches 0.5% of the first 2% of eligible pay that employees contribute to the 401(k) plan. The Company also has
anon-qualified deferred compensation and supplemental savings plan, which was entered into aspermits eligible employees to defer a portion of May 1, 1987.their salary. This plan consists solely of participant deferrals and earnings thereon. The Company invests the assets of the plan in mutual funds based upon investment preferences of the participants.
Perquisites
Perquisites represent a minor component of executive compensation. Consistent with the practices of many of our peer group companies, we provide our Named Executive Officers with a small number of perquisites that we believe to be reasonable and competitive. Further detail can be found in footnote 6 of the “Summary Compensation Table” on page 19. No taxgross-up payments are provided in connection with any perquisites.
OtherTax and Accounting ImplicationsCompensation-Related Matters
Under Accounting forShare-Based Compensation
The Company accounts forshare-based compensation including its restricted stock, restricted stock units and stock option awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), Compensation – Stock Compensation.
Impact of Tax Treatment on Compensation
Section 162(m) oflimits the Internal Revenue Code, certain executiveCompany’s tax deduction for compensation in excess of $1 million paid in any one year to a public company’s chiefits Chief Executive Officer and certain other executive officer, chief financial officer and three other most highly-paid Named Executive Officers is not deductible for federal income tax purposesofficers unless the executive compensation is awarded“qualifiedperformance-based compensation.” Payments of bonuses will constitute “qualifiedperformance-based compensation” under a performance-based planthe provisions of Section 162(m) if payable on account of the attainment of one or morepre-established, objective performance goals and if certain requirements are met. The Company’s Incentive Bonus Plan and Amended and Restated 2007 Incentive Award Plan were each approved by shareholders. To maintain flexibility in compensating Named Executive Officers in a manner designedour shareholders pursuant to promote varying corporate goals,the requirements of Section 162(m) and the Company typically intends for awards earned under these plans to qualify for tax deduction. However, the Compensation Committee hasreserves the right to pay the Company’s employees, including participants in the Incentive Plan, other amounts which may or may not adopted a policy that all compensation must be deductible. The Committee intends, to the extent practicable, to preserve deductibilitydeductible under Section 162(m) or other provisions of the Internal Revenue Code of compensation paid to our Named Executive Officers while maintaining compensation programs that support attraction and retention of key executives. Code.
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The value of the Options awarded under the Company’s 1995 Option Plan and the value of the Options and RSUs awarded under the Company’s Incentive Plan, which plans were approved by shareholders, are performance-based and are deductible by us, subject to limitations imposed by applicable law.
The compensation that we pay to the Named Executive Officers is expensed in our financial statements as required by U.S. generally accepted accounting principles. As one of many factors, the Compensation Committee considers the financial statement impactanticipated tax treatment to the Company in determiningits review and establishment of compensation programs and awards. The Compensation Committee intends to continue to consider the amountdeductibility of compensation as a factor in assessing whether a particular arrangement is appropriate, given the goals of maintaining a competitive executive compensation system generally, motivating executives to achieve corporate performance objectives and allocation among the elements of, compensation. Beginning with our 2006 fiscal year, we began accounting for stock-based compensation under the Company’s Incentive Plan and all predecessor plans in accordance with the requirements of FASB Statement No. 123(R).increasing shareholder value.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the CDAthis Compensation Discussion and Analysis as required by Item 402(b)407(e) ofRegulation S-K with management and, based on this review and discussion, recommended to the Board that the CDAthis Compensation Discussion and Analysis be included in this proxy statement.Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ending November 3, 2013.
Compensation Committee
William H. Turner, Chair
Mark M. Kaplan
Theresa A. Havell
Lloyd Frank
Compensation Committee Interlocks and Insider Participation in Compensation Decisions
The Compensation Committee determines the total compensation of the CEO. The CEO determines the total cash compensation of the other Named Executive Officers with the input and recommendations of the Vice President of Human Resources, and the Compensation Committee awards19long-term equity incentives to the other Named Executive Officers on the recommendation of the CEO. All members of the Compensation Committee were independent directors, and no member was an employee or former employee of the Company. During the fiscal year 2013, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee. No member of our Compensation Committee was an officer of the Company during fiscal year 2013. During fiscal year 2013, we paid or accrued $2.5 million, respectively, to Troutman Sanders LLP, at which Lloyd Frank, a member of our Compensation Committee, is Senior Counsel, for services rendered to us and expenses reimbursed.
Fiscal Year 2013 Executive Compensation
Fiscal Year 2013 Summary Compensation Table
The following table sets forthprovides information concerning the compensation of the 2013 Named Executive Officers for each of the fiscal years ended November 3, 2013, October 28, 2012, and October 30, 2011. The Company’s fiscal year ends on the Sunday nearest October 31st. The 2013 fiscal year consists of 53 weeks while the 2012 and 2011 fiscal years consisted of 52 weeks. In the column “Salary,” we disclose the amount of base salary paid to the 2013 Named Executive Officers during the fiscal year ended October 28, 2007 (“fiscal 2007”), of the Company's Chief Executive Officer, Chief Financial Officer and each of the three other executive officers of the Company serving as executive officers of the Company at the end of fiscal 2007 who received the highest regular cash compensation during fiscal 2007 for services rendered in all capacities to the Company and its subsidiaries (the "Named Executive Officers"):year.
SUMMARY COMPENSATION TABLEFiscal Year 2013 Summary Compensation Table
| Name and Principal | Year | Salary (1) | Bonuses | Stock | Option | Non-Equity | Change in | All Other | Total |
| Position | ($) | ($) | Awards | Awards | Incentive Plan | Pension Value | Compensation | ($) | |
| ($) | (2) | Compensation | and | (3) | |||||
| ($) | ($) | Nonqualified | ($) | ||||||
| Deferred | |||||||||
| Compensation | |||||||||
| Exchange | |||||||||
| ($) | |||||||||
| Steven A. Shaw (4) | 2007 | 520,000 | 300,000 | 4,064 | 3,712 | 827,776 | |||
| President and Chief | |||||||||
| Executive Officer | |||||||||
| Jerome Shaw (5) | 2007 | 520,000 | 100,000 | 54,329 | 674,329 | ||||
| Executive Vice | |||||||||
| President | |||||||||
| Thomas Daley (6) | 2007 | 350,000 | 80,000 | 4,872 | 183,070 | 287,809 | 905,751 | ||
| Senior Vice President | |||||||||
| Howard B. Weinreich (7) | 2007 | 326,038 | 45,000 | 2,032 | 5,934 | 379,004 | |||
| Senior Vice President | |||||||||
| and General Counsel | |||||||||
| Jack Egan (8) | 2007 | 310,577 | 45,000 | 4,049 | 359,626 | ||||
| Senior Vice President | |||||||||
| and Principal | |||||||||
| Financial Officer |
Name and Principal Position | Year | Salary $ (1) | Bonuses $ (2) | Stock Awards $ (3) | Option Awards $ (4) | Non-Equity Incentive Plan Compensation $ (5) | All Other Compensation $ (6) | Total $ | ||||||||||||||||||||||||
Ronald Kochman | 2013 | 584,890 | 575,000 | 600,000 | — | 180,000 | 6,882 | 1,946,772 | ||||||||||||||||||||||||
President and Chief Executive | 2012 | 416,189 | 287,500 | (7) | — | — | — | 4,684 | 708,373 | |||||||||||||||||||||||
James Whitney | 2013 | 407,692 | 650,000 | 187,500 | — | — | 5,434 | 1,250,626 | ||||||||||||||||||||||||
Senior Vice President and Chief Financial Officer | 2012 | 400,000 | 381,250 | — | — | — | 5,924 | 787,174 | ||||||||||||||||||||||||
| 2011 | 322,692 | 127,083 | — | 80,889 | — | 3,742 | 534,406 | |||||||||||||||||||||||||
Jerome Shaw | 2013 | 526,947 | — | — | — | — | 46,347 | 573,294 | ||||||||||||||||||||||||
Executive Vice President and | 2012 | 517,005 | — | — | — | — | 11,203 | 528,208 | ||||||||||||||||||||||||
| 2011 | 517,005 | — | — | — | — | 12,586 | 529,591 | |||||||||||||||||||||||||
Howard Zimmerman | 2013 | 262,753 | 25,000 | — | — | 362,247 | 11,372 | 661,372 | ||||||||||||||||||||||||
Chief Operating Officer, | ||||||||||||||||||||||||||||||||
Richard Herring | 2013 | 306,890 | — | — | — | 43,775 | 24,179 | 374,844 | ||||||||||||||||||||||||
Senior Vice President and | ||||||||||||||||||||||||||||||||
Thomas Daley | 2013 | 75,670 | — | — | — | 46,824 | 281,410 | 403,904 | ||||||||||||||||||||||||
Former Senior Vice | 2012 | 347,984 | — | — | — | 107,922 | 11,692 | 467,598 | ||||||||||||||||||||||||
| 2011 | 347,984 | — | — | — | 111,252 | 11,218 | 470,454 | |||||||||||||||||||||||||
| (1) | Represents the amount of base salary paid to the 2013 Named Executive Officers during the 2013 fiscal year. The 2013 base salary amounts for Mr. Kochman and Mr. Whitney exceed the contractual base salaries ($575,000 and $400,000, respectively) because Fiscal Year 2013 consisted of 53 weeks rather than 52 weeks. For Mr. Daley, this columns reports salary paid through his retirement date of December 31, 2012. |
| (2) |
|
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| (4) | No Named Executive Officer received grants of stock options during the 2013 fiscal year. Amounts reported for previous years reflect the aggregate grant date fair value computed in accordance with ASC Topic 718, excluding the amount of estimated forfeitures. |
| For Mr. Kochman, represents amounts earned under 2012 long-term incentive awards provided for under the terms of Mr. Kochman’s employment agreement. See “Agreements with 2013 Named Executive Officers – Ronald Kochman”. For Mr. Zimmerman, represents quarterly incentives and a year-end improvement bonus provided for under the terms of Mr. Zimmerman’s employment agreement. See “Agreements with 2013 Named Executive Officers – Howard Zimmerman”. For Mr. Herring, represents quarterly incentives and ayear-end improvement bonus provided for under the terms of Mr. Herring’s employment agreement. See “Agreements with 2013 Named Executive Officers – Richard Herring”. For Mr. Daley, represents quarterly incentives and ayear-end improvement bonus provided for under the terms of Mr. Daley’s employment agreement. See “Agreements with 2013 Named Executive Officers-Thomas Daley”. |
| (6) | Amounts for 2013 consisted of | |
| ||
| ||
| ||
| (7) | ||
| (8) |
Fiscal Year 2013 Grants of20Plan-Based Awards
The table below provides information regarding awards made by the Compensation Committee in fiscal year 2013. The values shown below for equity awards to Mr. Kochman and Mr. Whitney are each equity award’s grant date fair value as determined under applicable accounting standards.
Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards (1) | ||||||||||||||||||
| Threshold | Target | Maximum | ||||||||||||||||||||
Ronald Kochman | 12/26/2012(2) | — | $ | 270,000 | — | 40,000 | $ | 250,000 | ||||||||||||||
| 10/29/2013 | — | — | — | 40,000 | $ | 350,000 | ||||||||||||||||
James Whitney | 12/24/2012(3) | — | $ | 400,000 | — | 30,000 | $ | 187,500 | ||||||||||||||
| (1) | The dollar amount shown reflects the aggregate grant date fair value of restricted stock awards calculated in accordance with FASB ASC Topic 718. |
| (2) | Pursuant to the terms of his employment agreement, Mr. Kochman received an award of 40,000 shares of restricted stock as a long-term incentive award in respect of fiscal year 2012, and a long-term incentive award for fiscal year 2013 with a target amount of $270,000 in cash and 40,000 shares of restricted stock contingent on Mr. Kochman’s achievement of objective goals and targets determined by the Compensation Committee. At the |
| end of fiscal year 2013, the Compensation Committee confirmed the award to Mr. Kochman in the target amount. The relevant performance goals and targets, payment and vesting terms for Mr. Kochman’s fiscal year 2013 long-term incentive awards are described in the Compensation Discussion and Analysis beginning on page 13. |
| (3) | Pursuant to the terms of his employment agreement, Mr. Whitney received in respect of fiscal year 2013 an incentive award with a target amount of $400,000 in cash contingent on Mr. Whitney’s achievement of objective goals and targets determined by the Compensation Committee. The relevant performance goals and targets are described in the Compensation Discussion and Analysis beginning on page 13. In addition, Mr. Whitney received on December 24, 2012 an award of 30,000 restricted shares of Volt common stock as sign-on equity. |
Fiscal Year 2013 Outstanding Equity Awards at FiscalYear-End
The following table sets forth certain information concerning shares of Common Stock of the Companyour common stock subject to unexercised stock options and equity incentive plan awards held at October 28, 2007November 3, 2013 by the 2013 Named Executive Officers:
| Option Awards (1) | Stock Awards (2) | |||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable (1) | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price $ | Option Expiration Date | Number of Shares or Units that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested $ | ||||||||||||||||
Ronald Kochman | 6,400 | 1,600 | 6.390 | 4/6/2019 | 53,334 | (2) | 458,672 | |||||||||||||||
James Whitney | 2,000 | 3,000 | 10.560 | 5/11/2021 | 20,000 | (3) | 172,000 | |||||||||||||||
Jerome Shaw | 6,400 | 1,600 | 6.390 | 4/6/2019 | — | — | ||||||||||||||||
Howard Zimmerman | 4,800 | 1,200 | 6.390 | 4/6/2019 | — | — | ||||||||||||||||
Richard Herring | 3,200 | 800 | 6.390 | 4/6/2019 | — | — | ||||||||||||||||
Thomas Daley | 4,800 | — | 6.390 | 4/6/2019 | — | — | ||||||||||||||||
| (1) | Represents options granted to each of the 2013 Named Executive Officers. Each option has a ten year term, subject to earlier termination in the event of the termination of the optionee’s employment. All options vest in equal installments over a five year period. |
| (2) | On December 26, 2016, Mr. Kochman received an award of 40,000 restricted shares of Volt Common stock as part of his long-term incentive award for fiscal 2012. 13,333 of such shares vested 100 days after the end of the Company’s 2012 fiscal year and an additional 13,333, vested on October 31, 2013; the remaining 13,334 shares are scheduled to vest on October 31, 2014, but will vest immediately if, within 90 days of a Change of Control, the Company terminates Mr. Kocheman’s employment without cause or he resigns for good reason, as such terms are defined in his employment agreement. In addition, pursuant to this employment agreement, Mr. Kochman received an award of an additional 40,000 restricted shares of Volt common stock on October 29, 2013 as part of his long-term incentive award for fiscal year 2013. All restricted shares included in Mr. Kochman’s 2013 long-term incentive award were unvested as of November 3, 2013. |
| (3) | On December 24, 2012, Mr. Whitney received an award of 30,000 restricted shares of Volt common stock as sign-on equity pursuant to the terms of his employment agreement. 10,000 of such restricted shares vested on June 30, 2013 and the remaining 20,000 shares are scheduled to vest in equal installments on June 30, 2014 and June 30, 2015. All shares vest if the Company terminates Mr. Whitney’s employment without cause or he resigns for good reason, as such terms are defined in his employment agreement. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDFiscal Year 2013 Option Exercises and Stock Vested
| Name | Number | Number | Equity | Option | Option | Number | Market | Equity | Equity |
| of | of | Incentive | Exercise | Expiration | of Shares | Value | Incentive | Incentive | |
| Securities | Securities | Plan | Price | Date | or Units | of | Plan | Plan Awards: | |
| Underlying | Underlying | Awards: | ($) | of Stock | Shares | Awards: | Market or | ||
| Unexercised | Unexercised | Number | That Have | or | Number | Payment | |||
| Options | Options | of | Not | Units | of | Value | |||
| (#) | (#) | Securities | Vested | of | Unearned | of | |||
| Exercisable | Unexercisable | Underlying | ($) | Stock | Shares, | Unearned | |||
| Unexercised | That | Units or | Shares, | ||||||
| Unearned | Have | Other | Units or | ||||||
| Options | Not | Rights | Other | ||||||
| (#) | Vested | That Have | Rights | ||||||
| ($) | Not | That Have | |||||||
| Vested | Not | ||||||||
| (#) | Vested | ||||||||
| ($) | |||||||||
| Steven A. Shaw | 9,750 | - | 14.8750 | 11/29/09 | |||||
| Steven A. Shaw | 15,000 | - | 12.5417 | 11/30/10 | |||||
| Steven A. Shaw | 3,000 | 3,000 | 7.1133 | 3/10/13 | |||||
| Howard B. Weinreich | 7,500 | - | 26.6867 | 1/ 26/08 | |||||
| Howard B. Weinreich | 1,500 | 1,500 | 7.1133 | 3/10/13 | |||||
| Thomas Daley | 1,500 | 1,500 | 12.3533 | 9/4/13 |
The following table sets forthcontains information about restricted stock held by the applicable Named Executive Officers that vested during 2013. No options were exercised by our Named Executive Officers in fiscal year 2013.
| Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired On Vesting (#) | Value Realized on Vesting ($) (1) | ||||||||||||
Ronald Kochman | — | — | 26,666 | $ | 223,328 | |||||||||||
James Whitney | — | — | 10,000 | $ | 72,000 | |||||||||||
| (1) | Determined by multiplying the shares of stock that vested during the 2013 fiscal year by the closing market price of our common stock on the respective vesting dates, but excluding any tax obligations incurred in connection with such vesting. |
Fiscal Year 2013 Pension Plan Benefits
In fiscal year 2013, our Named Executive Officers did not participate in any pension plans providing for payment or other benefits at, following or in connection with retirement.
For certain informationpayments and benefits to which our 2013 Named Executive Officers became or would become entitled upon retirement or other specified terminations of employment, please see the sections “Agreements with 2013 Named Executive Officers” and “Potential Payments Upon Termination or Change in Control as of November 3, 2013”.
Fiscal Year 2013 Nonqualified Deferred Compensation
The Company sponsors the Volt Information Sciences, Inc. Deferred Compensation and Supplemental Savings Plan (the “Deferred Compensation Plan”) under which eligible employees may elect to defer up to 20% of their cash compensation. Benefit entitlements under the Deferred Compensation Plan are unfunded, unsecured deferred compensation obligations of the Company. Participants generally may direct the manner in which their accounts under the Deferred Compensation Plan are notionally allocated to the exerciseavailable investment funds, which are, generally, publicly traded mutual funds and collective investment trusts. Participant accounts are vested at all times. The Company does not contribute to or otherwise supplement employee deferrals under the Deferred Compensation Plan.
James Whitney is the only one of stock options during the fiscal year ended October 28, 2007 by theour 2013 Named Executive Officers:Officers who participates in the Deferred Compensation Plan. The following table shows the executive or company contributions, earnings, withdrawals, and fiscalyear-end account balance for Mr. Whitney.
OPTION EXERCISES AND STOCK VESTED
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||
| Name | Number of Shares | Value Realized | Number of Shares | Value Realized | Plan Name | Aggregate Balance at Beginning of Year $ | Executive Contributions in Last FY $ (1) | Company Contributions in Last FY $ | Aggregate earnings in Last FY $ | Aggregate Withdrawals/ Distributions $ | Aggregate Balance at Last FYE $ | |||||||||||||||||||
| Acquired on Exercise | on Exercise | Acquired on Vesting | on Vesting | |||||||||||||||||||||||||||
| ($) | ($) | |||||||||||||||||||||||||||||
| Thomas Daley | 12,000 | 275,384 | ||||||||||||||||||||||||||||
James Whitney | Volt Information Sciences, Inc. Deferred Comp and Supplemental Savings Plan | 10,613 | 6,539 | — | 4,419 | — | 21,571 | |||||||||||||||||||||||
| (1) | Executive’s contributions are reported in the 2013 Summary Compensation Table. |
Compensation of DirectorsAgreements with 2013 Named Executive Officers
EffectiveRonald Kochman
In connection with his appointment as President and CEO, the Company entered into an agreement with Ronald Kochman, effective May 1, 2007, each director of the Company who is not an officer or employee of the Company receives2012. The agreement provides for a director's feebase salary at the annual rate of $55,000 (increased from $45,000);
$575,000, which may be increased but not decreased in the Company’s discretion. Mr. Kochman was eligible, under the terms of his agreement, to earn an annual bonus for fiscal year 2013 with a target of 100% of his base salary, based on his achievement of criteria developed by the Compensation Committee.
The agreement also provides for along-term incentive award in recognition of Mr. Kochman’s performance for fiscal year 2012 comprised of $270,000 in cash and is also reimbursed for out-of-pocket expenses related to his services.40,000 shares of restricted stock. The chaircash portion of the Audit Committee,award will be payable, and the restricted shares will vest, in equal amounts on each of the following dates: (a) 100 days after the end of the Company’s 2012 fiscal year, (b) October 30, 2013, and (c) October 30, 2014, provided that Mr. Kochman remains employed by Volt on each of those dates. The award will vest in full in the event that Mr. Kochman is terminated without cause or resigns for good reason within 90 days of a change in control.
In addition, the agreement provides for along-term incentive award for fiscal year 2013 that was contingent on Mr. Kochman’s achievement of performance goals and targets determined by the Compensation Committee. The fiscal year 2013 long-term incentive award as approved by the Compensation Committee was comprised of $270,000 in cash and 40,000 shares of restricted stock. The cash portion of the award will be payable, and the Nominating/Governance Committeerestricted shares will vest, in equal amounts on each receiveof the following dates: (a) fifteen days after the filing date with the SEC of the Company’s annual report on Form 10-K for fiscal year 2013 (which report was filed on January 31, 2014), (b) October 30, 2014, and (c) October 30, 2015, provided that Mr. Kochman remains employed by Volt on each of those dates. The award will vest in full in the event that Mr. Kochman is terminated without cause or resigns for good reason within 90 days of a change in control. After 2013, Mr. Kochman will be eligible to earn target annual bonuses andlong-term incentive awards as determined by the Compensation Committee.
The employment agreement with Mr. Kochman provides for“at-will” employment, but requires at least sixty days’ written notice of termination by the Company without “cause” or by Mr. Kochman with or without “good reason” (as such terms are defined in the employment agreement). Upon termination of employment by the Company without cause or by Mr. Kochman for good reason, Mr. Kochman will be entitled to (1) continued payment of base salary and continued medical benefits for 24 months and (2) if his termination date falls within fiscal year 2013, payment of a pro rata amount of his bonus for 2013. Had Mr. Kochman been terminated on November 3, 2013, the aggregate amount of his severance entitlement under his employment agreement would have been approximately $1,725,000, representing 24 months of base salary at an additional $5,000 per annum.annual rate of $575,000 plus his fiscal year 2013 bonus of $575,000 which had not yet been paid as of November 3, 2013. Upon termination without cause or for good reason, Mr. Kochman is also entitled to the cost of medical benefit continuation during the 24 month salary continuation period (approximate value of $36,468). The Company may condition receipt of these severance benefits upon Mr. Kochman’s execution of a release of claims against the Company. Upon termination of employment for any other reason, Mr. Kochman is entitled under his employment agreement only to payment of his accrued but unpaid salary and any unused accrued vacation.
The employment agreement contains21non-competition
andDIRECTOR COMPENSATIONnon-solicitation
| Name | Fee Earned | Stock Awards | Option | Non-Equity | Change in | All Other | Total ($) |
| or Paid in | ($) | Awards ($) | Indenture | Pension | Compensation | ||
| Cash | Plan | Value and | ($) | ||||
| ($) | Compensation | Nonqualified | |||||
| ($) | Deferred | ||||||
| Compensation | |||||||
| Exchange ($) | |||||||
| Lloyd Frank | 50,128 | 2,538 | 52,666 | ||||
| Bruce G. Goodman | 50,128 | 2,538 | 52,666 | ||||
| Theresa A. Havell | 52,693 | 2,538 | 55,231 | ||||
| Mark N. Kaplan | 55,130 | 2,538 | 57,668 | ||||
| Deborah Shaw | 50,128 | 2,538 | 52,666 | ||||
| William H. Turner | 52,693 | 2,538 | 55,231 |
Employment covenants that apply during employment and Termination Agreementsfor one year following termination of employment.
James Whitney
In connection with his appointment as Chief Financial Officer, the Company entered into an agreement with James Whitney, effective July 1, 2012. The agreement provides for a base salary at the annual rate of $400,000, which may be increased but not decreased in the Company’s discretion. In connection with Mr. Whitney’s entry into the employment agreement and in recognition of his past service with the Company, the employment agreement provides for an award of 30,000 shares of restricted stock which vests in three equal annual installments through June 30, 2015. The award will vest in full immediately in the event that the Company terminates Mr. Whitney’s employment without cause or he resigns for good reason, as such terms are defined in his employment agreement.
For fiscal year 2013, Mr. Whitney earned along-term incentive award of $400,000, payable in cash in three installments. The first installment became payable 15 days after the filing date with the SEC of the Company’s annual report on Form 10-K for fiscal year 2013 (which report was filed on January 31, 2014); the remaining installments will vest on October 30, 2014 and October 30, 2015, provided that Mr. Whitney remains employed through the relevant payment date. The award will paid in full if the Company terminates Mr. Whitney’s employment without cause or he resigns for good reason.
For fiscal year 2013, Mr. Whitney’s agreement provides for an annual bonus with a target of 100% of his base salary. Mr. Whitney was also eligible to earn a special bonus of up to $750,000. The special bonus was earned in one-third installments upon the Company’s filing with the SEC of: (a) its Restated Composite Form 10-K for the fiscal years ending November 2, 2008, November 1, 2009 and October 31, 2010 (which filing was made on April 9, 2013); (b) its annual report on Form 10-K for the fiscal year ending October 31, 2011 (which filing was made on November 15, 2013); and (c) its annual report on Form 10-K for the fiscal year ending October 28, 2012 (which filing was made on November 15, 2013). For fiscal year 2014 and beyond, Mr. Whitney will be eligible to earn target annual bonuses andlong-term incentive awards as determined by the CEO and approved by the Compensation Committee.
The employment agreement with Mr. Whitney provides for“at-will” employment, but requires at least thirty days’ written notice of termination by the Company without cause or by Mr. Whitney with or without good reason. Upon termination of employment by the Company without cause or by Mr. Whitney for good reason, Mr. Whitney will be entitled to (1) a lump sum payment equal to one year of base salary, (2) the payment of any earned but unpaid bonus and (3) if Mr. Whitney elects to continue to participate in Company sponsored group health plans, payment of six months’ of COBRA continuation coverage, less the amount Mr. Whitney would pay for such coverage if he were still an employee of the Company. Had Mr. Whitney’s employment terminated on November 3, 2013 under such circumstances (that is, by the Company without cause or by Mr. Whitney for good reason), he would have been entitled to payment equal to $800,000, representing one year of base salary $400,000 plus his fiscal year 2013 bonus of $400,000 which had not been paid as of November 3, 2013; he would also have been entitled to $9,117, which represents six months of COBRA continuation coverage. Upon termination of employment for any other reason, Mr. Whitney is entitled under this employment agreement only to payment of his accrued but unpaid salary and any unused accrued vacation.
The employment agreement containsnon-competition andnon-solicitation covenants that apply during employment and for six months following termination of employment.
Jerome Shaw
The Company is a party to an employment agreement with Jerome Shaw dated as of May 1, 1987 with Jerome Shaw. This agreement, asand amended provides for the employment of Jerome Shaw in his present executive capacity at an annual base salary which is presently $540,800 (subject to increases and additional compensation, including bonuses, from time to time, at the discretion of the Board of Directors).January 3, 1989. The employment term under his employment agreement continues until the April 30 whichthat is five years next following the givingafter notice is given by either the Company or Jerome Shaw of notice to terminate suchhis employment. The agreement also provides for service thereafter for the remainder of Jerome Shaw’s life as a consultant to the Company for annual consulting fees equal to 75% of his then current base salary for the first ten years of the consulting period and 50% of the base salary for the remainder of the consulting period,period. If Mr. Shaw’s termination of employment occurred on November 3, 2013, his applicable base salary as in effect immediately priorwould have been $517,005. The employment agreement permits Jerome Shaw to accelerate the commencement of the consulting period. period if a “change in control,” as described below, of the Company occurs or if the Company’s office where Jerome Shaw presently performs his principal services is relocated to a different geographical area.
Upon the death of Jerome Shaw, the Company will pay to his beneficiary a death benefitan amount equal to three times his annual base salary at the date of death if his death shall have occurred while employed as an executive, 2.25 times his annual base salary at the end of his employment as an executive if his death shall have occurred during the first ten years of the consulting period or 1.5 times his annual base salary at the end of his employment as an executive if his death shall have occurred during the remainder of the consulting period. The employment agreement permitsIn the event that Jerome Shaw had died on November 3, 2013, his beneficiary would have been entitled to acceleratereceive $1,551,015 from the commencement of the consulting period if a “change in control”, as described below, of the Company occurs or if the Company’s office where Jerome Shaw presently performsCompany. The amount would be payable over three years following his principal services is relocated to a different geographical area. death.
Under his employment agreement, Jerome Shaw is prohibited from engaging in any business competitive with the Company, competing with the Company for its customers or encouraging employees of the Company to leave their employment. These restrictions apply for the duration of the agreement and for one year thereafter if Jerome Shaw’s employment shall have been terminated by the Company “for cause,for “cause,” as defined in the agreement. Jerome Shaw will not be bound bysubject to these restrictions after a “change in control” of the Company shall have occurredoccurs if, during his consulting period, he shall electelects to terminate his employment agreement and thereby relinquish any further payments or other benefits thereunder.
The agreement provides that a change ofin control shall be deemed to occur (1) if there is a change in the possession, direct or indirect, of the power to direct or cause the direction of the management of the policies of the Company, whether through the ownership of voting securities, by contract or otherwise, (2) if any person other than Jerome Shaw becomes a beneficial owner, directly or indirectly, of securities representing more than 25% of the Company’s then outstanding securities having the right to vote in the election of directors, (3) when individuals who are members of the Company’s Board of Directors at any one time shall immediately thereafter cease to constitute at leastthree-fourths of the Board, of Directors, when a majority of the Board of Directors elected at any annual or special meeting of shareholders are not individuals nominated by the Company’s incumbent Board, of Directors,(4) if the shareholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (5) if the shareholders of the Company approve a plan of complete liquidation or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.
22
The Company is a party to an employment agreement with Thomas Daley effective as of the beginning of the Company’s 2004 fiscal year, which provides for his continued employment as a Senior Vice President of the Company at an annual base salary which is presently $364,000 (subject to increases from time to time, at the discretion of the Company). In addition, the agreement provides forquarterly incentives and a year end improvement bonuswhich are based upon the profitability of certain business units. The employment term under the employment agreement is “at will” and may be terminated by either the Company or Mr. Daley by giving notice to terminate such employment.Howard Zimmerman
The Company is a party to an employment agreement with Jack EganHoward Zimmerman, dated March 16, 2006 whichOctober 29, 2013. The agreement provides for his continued employment as a Senior Vice President and the Chief (Principal) Financial Officer of the Company at an annual base salary at the annual rate of $325,000, which is presently $325,000 (subject to increasesmay be adjusted from time to time atin the discretionCompany’s discretion. Mr. Zimmerman, under the terms of his agreement, is eligible to participate in the Company). applicable Company incentive plan, as in effect from time to time. In addition, for the fourth quarter of fiscal year 2013, Mr. Zimmerman is eligible, under the terms of his agreement, to earn an incentive bonus dependent on business unit performance and contributions to strategic initiatives, which will be paid in fiscal year 2014. Mr. Zimmerman’s employment agreement provides that his fiscal year 2013 compensation (which includes base salary, previously paid incentives awards and bonuses, and the fourth quarter incentive bonus) shall not exceed $650,000 in the aggregate.
The employment term under the agreement iswith Mr. Zimmerman provides for “at will” and may be terminatedemployment, but generally requires at least ten days’ written notice of termination by the Company without “cause” or by Mr. EganZimmerman with or without “good reason” (as such terms are defined in the employment agreement). Upon termination of employment by givingthe Company without cause or by Mr. Zimmerman for good reason, Mr. Zimmerman will be entitled to, subject to the execution of a release of claims against the Company and, if requested, an exit interview as the Company may designate, (1) continued payment of base salary and continued medical benefits for six months noticeor continued payment of base salary for 12 months in the event of a “change in control” (as such term is defined in the employment agreement), and (2) any earned incentive payment, based on pre-established target amounts for such year, prorated to terminate suchaccount for days worked during the year of termination.
Had Mr. Zimmerman been terminated on November 3, 2013, the aggregate amount of his severance entitlement under his employment agreement would have been approximately $270,079, representing (i) six months of base salary ($162,500 at an annual rate of $325,000), (ii) $9,117, which represents six months of COBRA continuation coverage, and (iii) $98,462, the fourth quarter incentive bonus, which had not yet been paid as of November 3, 2013. Upon termination of employment for any other reason, Mr. Zimmerman is entitled under his employment agreement only to payment of his accrued but unpaid salary and any unused accrued vacation.
The employment agreement contains non competition and non solicitation covenants that apply during employment and for one year following termination of employment.
TheRichard Herring
Volt Europe Limited, awholly-owned subsidiary of the Company, is a party to an employment agreement with Ludwig M. GuarinoRichard Herring, dated May 26, 2006 whichNovember 3, 2010, for his employment as Senior Vice President and Managing Director of Europe and Asia Staffing operations of the Company. The agreement provides for a base salary at the annual rate of £189,877 (or $296,511 assuming an exchange rate of 1.5616 (the average British pound sterling to US dollar exchange rate over fiscal year 2013 as reported by the Wall Street Journal)), which may be adjusted from time to time in the Company’s discretion.
Mr. Herring, under the terms of his continuedagreement, is eligible to participate in the applicable Company incentive plan, as in effect from time to time, whereby any quarterly incentives will be earned based upon the net operating profit attributable to Volt Europe and Volt Asia at 2.25% of such amount. In addition, Mr. Herring is eligible, under the terms of his agreement, to earn ayear-end improvement bonus based upon the increase of the aggregate net operating profit attributable to Volt Europe and Volt Asia for the fiscal year. For purposes of determining the improvement bonus, the Company fiscal year net operating profit for the Volt Europe and Volt Asia was comprised of the aggregate monthly net operating profit for each specified segment of Volt Europe and Volt Asia during the current fiscal year, as compared with the immediately preceding fiscal year for the same segments. If the current Volt Europe and Volt Asia fiscal year net operating profit was a positive number and exceeded the preceding fiscal year’s aggregate net operating profit by 5% or more, then Mr. Herring is entitled to 2% of the net operating profit improvement.
The employment term under Mr. Herring’s agreement continues until at least six months’ notice is given by either the Company or Mr. Herring to terminate employment or Mr. Herrring’s employment is otherwise terminated. Notwithstanding the six month notice generally required, the Company may terminate Mr. Herring’s employment without notice in the event of serious, persistent and/or gross misconduct, or at its discretion opt to make payments representing salary in lieu of notice. Under the agreement, the Company may require Mr. Herring to remain at home on ‘garden leave’ where he would not be required to report for work. During any such garden leave, Mr. Herring is not permitted to engage in any other form of business or employment and must make himself available for work at the Company’s request in exchange for which the Company is required to pay Mr. Herring his base salary and all other benefits, as in effect at the time of such leave.
Had Mr. Herring been terminated on November 3, 2013, the aggregate amount of his severance entitlement under his employment agreement would have been approximately £94,939 (or $148,256 assuming an exchange rate of 1.5616 (the average British pound sterling to US dollar exchange rate over fiscal year 2013 as reported by the Wall Street Journal)), representing six months of base salary in addition to any other statutory amounts required under U.K. law.
The employment agreement contains non poaching and non solicitation covenants that apply during employment and for one year following termination of employment and confidentiality covenants that apply during employment and for five years following termination of employment.
Thomas Daley
Mr. Daley retired effective as of December 31, 2012. Prior to his retirement, the Company was a party to an employment agreement with Thomas Daley for his employment as a Senior Vice President and Treasurer of the Company atCompany. The agreement provided for an annual base salary, which is presently $289,370 (subjectwas subject to increases from time to time, at the discretion of the Company). The employment term under the agreement is “at will” and may be terminated by the Company in its sole discretion. In addition to his base salary, Mr. Daley was entitled to quarterly incentives based upon the aggregate profit and loss statements for certain specified segments of the Company at .27% of the aggregate net income for such segments. Such incentives were paid through the last fiscal quarter actually worked by Mr. Daley prior to
his termination. Mr. Daley’s agreement also provided for ayear-end improvement bonus based upon the increase of the aggregate net income for all of the specified segments for the fiscal year. For purposes of determining the improvement bonus, the Company fiscal year net income for the specified segments was comprised of the aggregate monthly net incomes for each specified segment of the Company during the current fiscal year, as compared with the immediately preceding fiscal year for the same segments. If the current Company fiscal year net income was a positive number and exceeded the preceding fiscal year’s aggregate net income by 5% or more, then Mr. GuarinoDaley was entitled to 1% of the net income improvement. In connection with his retirement, the Company and Mr. Daley entered into a Retirement Agreement, Waiver and General Release, pursuant to which the Company made a payment to Mr. Daley of $260,000 in consideration for his execution of a general release in favor of the Company and of agreements by giving four weeks noticeMr. Daley relating to terminate such employment.confidentiality, continued assistance on Company matters and non-disparagement.
Potential Payments Upon Termination or Change in Control as of November 3, 2013
Upon a change in control of the Company as of November 3, 2013, each of the Named Executive Officers would have been entitled to accelerated vesting of the unvestedCompensation Committee Interlocksnon-qualified stock options that were granted on April 7, 2009. The net value of this acceleration to Ronald Kochman and Insider ParticipationJerome Shaw determined by multiplying the 1,600 stock options granted to each that remained unvested as of November 3, 2013 by the difference between fair market value of our common stock (which was $8.60 as the close of trading on November 1, 2013) and applicable option exercise price of $6.39, would have been $3,536. The net value of this acceleration to Howard Zimmerman, determined by multiplying the 1,200 stock options granted to him that remained unvested as of November 3, 2013 by the difference between fair market value of our common stock (which was $8.60 as the close of trading on November 1, 2013) and applicable option exercise price of $6.39, would have been $2,652. The net value of this acceleration to Richard Herring, determined by multiplying the 800 stock options granted to him that remained unvested as of November 3, 2013 by the difference between fair market value of our common stock (which was $8.60 as the close of trading on November 1, 2013) and applicable option exercise price of $6.39, would have been $1,768.
For a description and quantification of the payments and benefits to which Mr. Kochman, Mr. Whitney, Mr. Zimmerman and Mr. Herring would be entitled upon termination of employment, please refer to “Agreements with 2013 Named Executive Officers” beginning on page 22.
The employment agreement with Jerome Shaw provides that, following termination of Jerome Shaw’s employment for any reason, he will serve for the remainder of his life as a consultant to the Company for annual consulting fees equal to 75% of his then current base salary for the first ten years of the consulting period and 50% of the base salary for the remainder of the consulting period. If his termination of employment occurred on November 3, 2013, his applicable base salary would have been $517,005. Further, in the event of a change in control of the Company or if the Company’s office where Jerome Shaw performs his principal services is relocated to a different geographical area, Jerome Shaw may accelerate the commencement of the consulting period. Jerome Shaw’s employment agreement also provides for certain benefits upon his death. In the event that Jerome Shaw had died on November 3, 2013, his beneficiary would have been entitled to receive $1,551,015 from the Company.
No other amounts would have been payable to our Named Executive Officers upon termination or change in control as of November 3, 2013.
2013 Director Compensation Decisions
NoThe following table presents the total compensation for each person who served as anon-employee member of the Board for the fiscal year ended November 3, 2013. As reflected in the table, each director of the Company who is not an officer or employee of the Company receives a director’s fee at an annual rate of $55,000, and is
reimbursed for reasonableout-of-pocket expenses related to his or her services. The Chairs of the Audit Committee, the Compensation Committee was formerlyand the Nominating/Governance Committee each receive an additional $5,000 per annum.
In addition to the annual fees described above, effective December 14, 2009, the Chair of the Audit Committee receives $2,000 for each meeting of the Audit Committee he attends, each other member of the Audit Committee receives $1,500 for each meeting of the Audit Committee he or she attends, and each director who is not an officer or employee of the Company or except as disclosed below, had any relationship with the Company requiring disclosure. In addition, during fiscal 2007, no executive officera member of the Company servedAudit Committee receives $750 for each meeting of the Board he or she attends.
| Director Compensation | ||||
Name | Fees Earned or Paid in Cash (1) | |||
Lloyd Frank | $ | 61,000 | ||
Bruce G. Goodman | 61,000 | |||
Theresa A. Havell | 102,000 | |||
Mark N. Kaplan | 114,000 | |||
Deborah Shaw | 61,000 | |||
Steven A. Shaw | 54,275 | |||
William H. Turner | 98,250 | |||
| (1) | Includes additional amounts paid for meetings attended in fiscal year 2013 in the amounts of $54,000 for Mark Kaplan, $42,000 for Theresa Havell, $38,250 for William Turner, $6,000 each for Lloyd Frank, Bruce Goodman and Deborah Shaw and $4,500 for Steven Shaw. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information, as of February 1, 2014 (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 Named Executive Officers, (c) each of our directors, and (d) all current executive officers and directors as a directorgroup. Unless otherwise indicated, the address for each individual listed below is c/o Volt Information Sciences, Inc., 1065 Avenue of another entity one of whose executive officers servedAmericas, New York, New York, 10018.
Name of Beneficial Owner | Shares of Common Stock (1) | Shares That May be Acquired Within 60 Days (2) | Percent of Class | |||||||||
Five Percent Shareholders (other than Named Executive Officers and Directors): | ||||||||||||
Steven A. Shaw | 1,753,974 | (3) | 6,400 | 8.44 | % | |||||||
Michael Shaw | 1,111,484 | (4) | — | 5.33 | % | |||||||
Linda Shaw | 1,391,095 | (5) | — | 7.25 | % | |||||||
Dimensional Fund Advisors, LP | 1,369,899 | (6) | — | 6.57 | % | |||||||
Canton Holdings, L.L.C. | 1,819,715 | (7) | — | 8.73 | % | |||||||
Named Executive Officers and Directors: | ||||||||||||
Deborah Shaw | 2,149,839 | (8) | 2,400 | 10.32 | % | |||||||
Jerome Shaw | 2,481,429 | (9) | 6,400 | 11.93 | % | |||||||
Lloyd Frank | 66,554 | (10) | 2,400 | * | ||||||||
Bruce G. Goodman | 641,754 | (11) | 2,400 | 3.09 | % | |||||||
Ronald Kochman | 81,076 | (12) | 6,400 | * | ||||||||
James Whitney | 30,000 | (13) | 2,000 | * | ||||||||
Theresa A. Havell | 6,500 | 2,400 | * | |||||||||
James Schmitt | 125 | (14) | 7,800 | * | ||||||||
Thomas Daley | — | 4,800 | * | |||||||||
Mark N. Kaplan | 5,000 | 2,400 | * | |||||||||
Howard Zimmerman | 3,321 | 4,800 | * | |||||||||
Richard Herring | — | 3,200 | * | |||||||||
William H. Turner | 2,000 | 2,400 | * | |||||||||
All executive officers and directors as a group (15 persons) | 4,792,622 | 56,200 | 23.19 | % | ||||||||
| * | Less than 1% |
| (1) | Except as noted, the named beneficial owners have sole voting and dispositive power with respect to their beneficially owned shares. |
| (2) | The shares underlying all equity awards that may be exercised within 60 days are deemed to be beneficially owned by the person or persons for whom the calculation is being made and are deemed to have been exercised for the purpose of calculating this percentage, including the shares underlying options where the exercise price is above the current market price. |
| (3) | Includes (i) 14,216 shares held by the Steven Shaw as the sole trustee of trusts for the benefit of two nephews of Steven Shaw; (ii) 54,054 shares owned by Steven Shaw, Lloyd Frank (a director of the Company) and Michael Shaw (Steven Shaw’s brother) as trustees of a trust for the benefit of two of Steven Shaw’s nephews, as to which shares Steven Shaw may be deemed to have shared voting and investment power. The inclusion of shares in clauses (i) and (ii) is not an admission of beneficial ownership of those shares by Steven Shaw. |
| (4) | Includes (i) 373,753 shares owned jointly by Michael Shaw and his wife; (ii) 54,054 shares owned by Michael Shaw, Lloyd Frank and Steven Shaw as trustees of a trust for the benefit of two of Michael Shaw’s |
| children, as to which shares Michael Shaw may be deemed to have shared voting and investment power. The inclusion of the shares in clause (ii) is not an admission of beneficial ownership of those shares by Michael Shaw. Does not include (a) 516 shares owned by Michael Shaw’s wife individually; (b) 58,696 shares owned by Michael Shaw’s children who do not reside in his household; and (c) 14,216 shares owned by Steven Shaw as the sole trustee of trusts for the benefit of two of Michael Shaw’s children. |
| (5) | Includes (i) 63,956 shares owned by Linda Shaw, Bruce Goodman (her husband and a director of the Company) and Deborah Shaw (her sister and a director of the Company) as trustees of trusts for the benefit of the children of Linda Shaw, as to which shares Linda Shaw has shared voting and investment power; and (ii) 5,749 shares held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which Linda Shaw, Deborah Shaw and a daughter of Deborah Shaw are the directors, as to which shares Linda Shaw has shared voting and investment power. The inclusion of the shares in clauses (i) and (ii) is not an admission of beneficial ownership of those shares by Linda Shaw. Does not include (a) 19,244 shares owned by Bruce Goodman, individually; (b) 2,400 shares underlying a stock option held by Bruce Goodman that were granted to him by the Company as a director of the Company; (c) 1,500 shares held by Bruce Goodman as trustee of an irrevocable trust for the benefit of a child of Bruce Goodman; and (d) 557,054 shares are owned by trusts for the benefit of Linda Shaw’s children, of which trusts Deborah Shaw and Bruce Goodman areco-trustees. The address for Linda Shaw is Shepherd Kaplan LLC c/o Bruce Goodman, 125 Summer Street, Boston, MA 02110. |
| (6) | Based on a Schedule 13G filed with the SEC on February 10, 2014 by Dimensional Fund Advisors LP, an investment advisor that furnishes investment advice to four investment companies and serves as an investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may also act as advisors orsub-advisors to certain of the Funds. In its role as investment advisors,sub-advisor and/or manager, neither Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over securities that are owned by the Funds. Dimensional may be deemed to be the beneficial owner of the shares held by the Funds through Dimensional, but all shares are owned by the Funds and Dimensional disclaims beneficial ownership of such shares. |
| (7) | Based on a Schedule 13G filed with the SEC on February 14, 2014 by Archer Capital Management, L.P. (“Archer”), as the investment manager to certain private investment funds, Canton Holdings, L.L.C. (“Canton”), as the general partner of Archer, Joshua A. Lobel (“Lobel”), an individual, as a principal of Canton, and Eric J. Edidin (“Edidin”), an individual, as a principal of Canton. According to the Schedule 13G, Canton, Archer, Lobel and Edidin have shared and dispositive power with respect to all 1,380,497 shares. |
| (8) | Includes (i) 5,749 shares held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which Deborah Shaw, Linda Shaw and a daughter of Deborah Shaw are directors, as to which shares Deborah Shaw may be deemed to have shared voting and investment power; (ii) 71,220 shares owned by Deborah Shaw as custodian under the California Uniform Transfers to Minors Act for the benefit of her children; (iii) 63,956 shares owned by Deborah Shaw, Bruce Goodman (a director of the Company) and Linda Shaw (Deborah Shaw’s sister) as trustees of a trust for the benefit of the children of Linda Shaw, as to which shares Deborah Shaw may be deemed to have shared voting and investment power; and (iv) 557,054 shares owned by Deborah Shaw and Bruce Goodman as trustees of a trust for the benefit of Linda Shaw’s children, as to which shares Deborah Shaw may be deemed to have shared voting and investment power. The inclusion of the shares in clauses (i), (ii), (iii) and (iv) is not an admission of beneficial ownership of those shares by Deborah Shaw. Does not include 23,019 shares owned by Deborah Shaw’s husband; (b) 34,584 shares owned by the Deborah Shaw’s husband as custodian for children of Deborah Shaw; and (c) 391,243 shares held by Deborah Shaw’s husband and his sister asco-trustees for the benefit of Deborah Shaw’s children. |
| (9) | Includes (i) 1,052,583 shares owned by Jerome Shaw and his wife as trustees of a trust for the benefit of one of their children, as to which shares Jerome Shaw may be deemed to have shared voting and investment power; and (ii) 27,299 shares held under the Company’s 401(k) plan. The inclusion of the shares in (i) is not an admission of beneficial ownership of those shares by Jerome Shaw. Does not include 9,825 shares owned by Jerome Shaw’s wife individually or 12,750 shares owned by Family Foundation. |
| (10) | Includes 54,054 shares owned by Lloyd Frank, Steven Shaw (a former director of the Company), Michael Shaw and sons of Jerome Shaw as trustees of a trust for the benefit of two grandchildren of Jerome Shaw, as to which shares Lloyd Frank may be deemed to have shared voting and investment power. This inclusion of the shares is not an admission of beneficial ownership of those shares by Lloyd Frank. Does not include 3,793 shares owned by Lloyd Frank’s wife individually. |
| (11) | Includes (i) 1,500 shares owned by Bruce Goodman as trustee of a trust for the benefit of his one of his children; (ii) 63,956 shares owned by Bruce Goodman, Linda Shaw (his wife), and Deborah Shaw (a director of the Company) as trustees of trusts for the benefit of the children of Linda Shaw, as to which shares Bruce Goodman may be deemed to have shared voting and investment power; and (iii) 557,054 shares owned by Bruce Goodman and Deborah Shaw as trustees of a trust for the benefit of Linda Shaw’s children, as to which shares Bruce Goodman may be deemed to have shared voting and investment power. The inclusion of the shares in clauses (i), (ii) and (iii) is not an admission of beneficial ownership of those shares by Bruce Goodman. Does not include (a) 1,321,390 shares owned by Bruce Goodman’s wife individually. |
| (12) | Includes (i) 1,075.55 shares held for Ronald Kochman’s benefit under the Company’s 401(k) plan and (ii) 80,000 shares that are subject to transfer restrictions. |
| (13) | Consists of 30,000 shares that are subject to transfer restrictions. |
| (14) | Includes 125 shares held under the Company’s 401(k) plan. |
The following table sets forth certain information, as a director of the Company.at November 3, 2013, with respect to our equity compensation plans:
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | |||||||||
Equity compensation plans approved by security holders | ||||||||||||
1995Non-Qualified Stock Option Plan | 7,500 | $ | 18.81 | — | (a) | |||||||
2006 Incentive Stock Plan | 557,484 | $ | 6.65 | 900,850 | ||||||||
Equity compensation plans not approved by security holders | ||||||||||||
|
|
|
|
|
| |||||||
Total | 564,984 | $ | 6.81 | 900,850 | ||||||||
|
|
|
|
|
| |||||||
| (a) | Our 1995Non-Qualified Stock Option Plan terminated on May 16, 2005 except for options previously granted under the plan. |
Related Person TransactionsCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Review of Transactions with Related Persons
The Board has adopted a written policy regarding the review and approval of transactions involving certain persons that SEC regulations require to be disclosed in proxy statements, which are commonly referred to as “related person transactions.” A “related person” is defined under the applicable SEC regulation and includes the Company’sour directors, executive officers, nominees for director and beneficial owners of 5% or more of the Company’sour common stock. Under the written policy, the Audit Committee is responsible for reviewing and approving any related person transactions, and will consider factors it deems appropriate including:
23
During fiscal 2007,years 2013, 2012 and 2011, the Company paid or accrued $1.6$2.5 million, $4.3 million, and $4.3 million respectively, to Troutman Sanders LLP, ofa law firm at which Lloyd Frank, a director of the Company, is of counsel,Senior Counsel, for services rendered to the Company and expenses reimbursed.
The Company was a party to an employment agreement with the late William Shaw dated May 1, 1987, which required the Company to pay his beneficiary a death benefit equal to three times his annual base salary at the date of his death if his death occurred while he was employed as an executive. Pursuant to that clause of the employment agreement, on March 9, 2006, upon the death of William Shaw, the Company owed a death benefit to his beneficiary in the amount of $1,455,000, payable over 36 months. During fiscal 2007, the Company paid $485,000 of such amount and at October 28, 2007 owed $621,567. The beneficiaries of the Estate of William Shaw are Linda and Deborah Shaw. Linda Shaw’s husband and Deborah Shaw are directors of the Company. The Estate of William Shaw is the beneficial owner of more than 5% of the Company’s Common Stock.
From time to time the Company has employed, and will continue to employ, relatives of executive officers, as well as relatives of other full time employees. The Company believes that it has always employed, and will continue to employ, those individuals on the same terms that it employs unrelated individuals and for a compensation that is less than the amount specified in Item 404 ofRegulation S-K.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a)Independent Directors; Executive Sessions of the Securities Exchange Act of 1934, as amended,Board
The Board has determined that Theresa A. Havell, Mark N. Kaplan, Bruce G. Goodman, Deborah Shaw and William H. Turner meet the regulations thereunder requirecurrent independence requirements under the Company’s executive officers and directors, and persons who beneficially own more than 10%listing standards of the Company’s Common Stock, to file initial reports of ownership, and reports of changes of ownership, of the Company’s equity securities with the SEC and furnish copies of those reports to the Company. Based solelyNYSE. The Board made these determinations based primarily upon a review of the responses of directors to questions regarding employment and compensation history, affiliations and family and other relationships and on discussions with them. The Board determined that there were no material relationships between any of such persons and the Company that could interfere with their exercise of independent judgment and that each meets the current independence requirements applicable to independent directors under the listing standards of the NYSE to serve on the Board.
The Board has also determined that Lloyd Frank meets the current independence requirements under the listing standards of the NYSE. The Company has retained Troutman Sanders LLP, or other law firms at which Lloyd Frank, a director of the Company, is or was counsel, since 1962 to review and advise the Company with respect to its legal position on numerous matters. These firms have also rendered professional services to the estate of William Shaw, Jerome Shaw, Deborah Shaw, and Bruce Goodman and his spouse that were and are billed directly, principally for trust and estate and tax advice principally by attorneys other than Mr. Frank. The fees paid by the Company to Troutman Sanders LLP with respect to services rendered during fiscal year 2013, exclusive of disbursement reimbursement, represented less than 2% of the firm’s consolidated gross revenues during the firm’s 2013 fiscal year and were not material to the firm, which has approximately 620 attorneys. Mr. Frank is deemed to beneficially own less than 1% of the outstanding shares of our common stock. Mr. Frank has no other interests that preclude him from being independent under the NYSE’s criteria for service on the Board. The Board has determined that, in its judgment, such relationships did not interfere with Mr. Frank’s exercise of his independent judgment and that he meets the current independence requirements applicable to independent directors under rules of the NYSE to serve on the Board.
Thenon-management directors have held executive sessions. In accordance with the listing standards of the NYSE, these sessions are intended to promote open discussion amongnon-management directors. Mark N. Kaplan has been chosen by thenon-management directors to preside at these sessions.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Principal Accountant Fees
Our Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal years ended November 3, 2013, October 28, 2012 and October 30, 2011. We incurred the following fees to Ernst & Young LLP for fiscal years 2011, 2012 and 2013 (in thousands):
| Fiscal Year 2013 | Fiscal Year 2012 | Fiscal Year 2011 | ||||||||||
Audit Fees | $ | 2,639 | $ | 22,855 | $ | 7,474 | ||||||
Audit-Related Fees | 4 | 2 | 139 | |||||||||
Tax Fees | 33 | 32 | 106 | |||||||||
All Other Fees | 3 | 24 | 4 | |||||||||
Total | $ | 2,679 | $ | 22,913 | $ | 7,723 | ||||||
Audit fees are for professional services rendered for the audit of the annual financial statements and the review of interim financial statements included in Annual Reports onForm 10-K and Quarterly Reports onForm 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. The amounts presented include costs associated with the restatement of $0, $19,785,000 and $2,765,000 for fiscal years 2013, 2012 and 2011, respectively.
Audit-related fees are for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”
Tax fees include fees for services provided in connection with tax compliance, planning and reporting.
All other fees represent fees for products and services other than the services described above.
The Audit Committee has considered whether the provision of thenon-audit services described above is compatible with maintaining Ernst & Young LLP’s independence and has determined that such services are compatible with maintaining Ernst & Young LLP’s independence.
Pre-Approval Policy
Pursuant to the Audit Committee’spre-approval policy, it is responsible forpre-approving all audit and permittednon-audit services to be performed for us by our independent auditors. The Audit Committee may delegatepre-approval authority to one or more of its members, and such member or members must report allpre-approval decisions to the Audit Committee at its next scheduled meeting. All audit andnon-audit services for fiscal year 2013, 2012 and 2011 werepre-approved by the Audit Committee.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Under SEC rules, our Directors, executive officers and holders of more than 10% of our stock, if any, are required to file with the SEC reports of holdings and changes in beneficial ownership of Company stock. We have reviewed copies of these SEC reports as well as other records and information. Based on that review, we believe that all reports were timely filed during fiscal year 2013.
ITEMS OF BUSINESS TO BE ACTED ON AT THE ANNUAL MEETING
The persons listed below, each of whom is currently a Director of the reports furnishedCompany, have been nominated by the Board, on the recommendation of the Nominating and Corporate Governance Committee, for election to either a one year term that will expire at the 2015 Annual Meeting or for atwo-year term that will expire at the 2016 Annual Meeting or until their successors are elected and qualify. The Company’s By-Laws provide for a classified board in two groups, and thus the directors nominated for a one-year term will be in the first class, and those nominated for a two-year term will be in the second class. Each nominee listed below has agreed to serve his or her respective term. If any Director is unable to stand for election, the individuals named as the proxies have the right to designate a substitute. If that happens, shares represented by proxies may be voted for a substitute Director.
The Board recommends that you vote FOR each of the following nominees:
| • | William Tuner for aone year term; |
| • | Mark Kaplan for aone year term; |
| • | Deborah Shaw for aone year term; |
| • | Jerome Shaw for aone year term; |
| • | Ron Kochman for atwo year term; |
| • | Theresa Havell for atwo year term; |
| • | Bruce Goodman for atwo year term; and |
| • | Lloyd Frank for atwo year term. |
Unless you specify otherwise, the Board intends the accompanying proxy to be voted for these nominees.
Biographical information about these nominees can be found on pages 6 through 8 of this Proxy Statement.
Item 2. Proposal to Approve, on an Advisory Basis, the Executive Compensation Program for the Company’s Named Executive Officers
Under the rules of the SEC, the Company is required to provide its shareholders with the opportunity to cast an advisory vote on the executive compensation program for the Company’s named executive officers. This proposal is frequently referred to as a “say-on-pay” vote. The Company’s executive compensation program is intended to attract, motivate and reward the executive talent required to achieve our corporate objectives and increase shareholder value. We believe that our executive compensation program is both competitive and focused on pay for performance principles, and provides an appropriate balance between risk and rewards.
Our executive compensation program is described in the Compensation Discussion and Analysis (“CD&A”), related compensation tables and other narrative executive compensation disclosures required by the disclosure rules of the SEC, all of which are found in this Proxy Statement. In particular, the CD&A, beginning on page 13 of this Proxy Statement, describes the Company’s executive compensation program in detail, and we encourage you to review it.
Since the vote on this proposal is advisory, it is not binding on the Company. Nonetheless, the Compensation Committee, which is responsible for approving the overall design and administering certain aspects of the executive compensation program, will take into account the outcome of the vote when making future executive compensation decisions. The Board recommends that you approve the following resolution that will be submitted for a shareholder vote at the 2014 Annual Meeting in support of the Company’s executive compensation program:
RESOLVED, that the shareholders of the Company approve, on an advisory basis, the executive compensation program for the Company’s named executive officers as disclosed pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and other narrative executive compensation disclosures included in the Proxy Statement for this Annual Meeting.
Your Board of Directors recommends a vote FOR the approval, on an advisory basis, of this item. Unless you specify otherwise, the Board intends the accompanying Proxy to be voted for this item.
Item 3. Vote, on an Advisory Basis, on How Often the Company Will Conduct an Advisory Vote on Executive Compensation
As described in Item 2 on page 36 of this Proxy Statement, under the rules of the SEC, the Company is required to provide shareholders with a “say-on-pay” vote, which is an advisory vote on the executive compensation program for the Named Executive Officers of the Company. The rules of the SEC also require the Company to provide shareholders with the opportunity to cast an advisory vote on whether the say-on-pay vote will occur every one, two or three years, or whether shareholders wish to abstain from this vote.
After careful consideration of this proposal, the Board has determined that an advisory vote on executive compensation that occurs every other year is the most appropriate alternative for the Company, and therefore the Board recommends that you vote for a two-year interval for the advisory vote on executive compensation.
While this proposal is advisory and is not binding on the Company, the Board appreciates and values shareholders’ views on this issue, and believes that a biennial say-on-pay vote provides a high level of accountability to the Company and its shareholders while fostering a predictability appropriate to datea company our size. Most elements of our executive compensation program are reviewed and representationsdetermined annually, including base salary and any annual cash and equity incentive awards. Holding biennialsay-on-pay votes would provide valuable feedback to the Board on a frequent basis while creating a level of stability in the use of that no reports were required,feedback.
While the Board is recommending that shareholders vote in favor of holding say-on-pay every second year, you are not voting to approve or disapprove the Board’s recommendation. The proxy card provides you with a choice of voting for the Company believes that all reportsholding say-on-pay every one, two or three years, or abstaining from voting on this proposal.
Your Board of Directors recommends a vote FOR the Company holding say-on-pay every TWO YEARS. Unless you specify otherwise, the Board intends the accompanying proxy to be voted in accordance with its recommendation.
Item 4. Proposal to Ratify the Appointment of the Company’s Independent Registered Public Accounting Firm
The Board, after receiving a favorable recommendation from the Audit Committee, has again selected Ernst & Young LLP to serve as the independent Registered Public Accounting Firm of the Company for 2014. Although not required to be fileddo so, the Board is submitting the selection of this firm for ratification by such persons with respect to the Company’s fiscal year ended October 28, 2007 were timely filed exceptshareholders for their views.
Ernst & Young LLP has advised the Company that Deborah Shaw, Linda Shaw, Bruce Goodmanit has no direct, nor any material indirect, financial interest in the Company or any of its subsidiaries. The Board and Mark Kaplan each filed one late Form 4, Mr. Kaplan’s being one day late.
RATIFICATION OF SELECTION OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM
Thethe Audit Committee may change the appointment at any time if they determine that a change would be in the best interests of the Company and its shareholders.
The Board of Directors will offer the following resolution at the Annual Meeting:
RESOLVED: That the selection by the Board of Directors of the Company has, subject to shareholder ratification, selected Ernst & Young LLP to serve as the independent registered public accounting firm to audit the Company’s financial statements for fiscal 2008. Ernst & Young did not render consulting services to the Company during fiscal 2007.
Audit Fees
Audit fees billed by Ernst & Young for its audits of the annual financial statementsRegistered Public Accounting Firm of the Company for 2014 be, and its subsidiaries for fiscal 2006, the audit of the Company’s internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Acthereby is, ratified and for its reviews of the financial statements included in Quarterly Reports on Form 10-Q filed with the SEC for that year aggregated $4,199,200. For fiscal 2007 audit fees aggregated $4,823,400. The Company did not, prior to filing this definitive proxy statement with the SEC, receive a final bill for audit fees from Ernst & Young. In accordance with the FAQ issued by the Office of the Chief Accountant of the SEC dated January 16, 2001 (superseded on other issues by the Application of the SEC’s Rules on Auditor Independence (December 13, 2004)), the Company has asked Ernst & Young for the amount that is expected to be billed for such services, and Ernst & Young has replied that it expects to bill the Company approximately an additional $335,000. The Company has not yet received nor reviewed any supporting documentation for these charges.
24
Audit-Related Fees
Audit-related fees for services rendered in connection with employee benefit plans and other accounting consultations for fiscal 2006 were $336,600 and for fiscal 2007 were $310,900.approved.
Tax FeesYour Board recommends that you vote FOR this item.
The aggregate fees billed by Ernst & Young for tax compliance, tax advice and tax planning for Unless you specify otherwise, the years ended October 29, 2006 and October 28, 2007 were $127,100 and $17,100, respectively.
Pre-Approval Policies
The Audit Committee has adopted a procedure under which all fees charged by Ernst & Young must be pre-approved byBoard intends the Audit Committee.
Anticipated Attendance by Ernst & Young at the Annual Meeting
Ernst & Young has indicated to the Company that it intends to have a representative present at the Annual Meeting who will have the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.
MISCELLANEOUS
Cost of Soliciting Proxies
The cost of solicitation of Proxies, including the cost of reimbursing banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding Proxy soliciting material to beneficial owners of Common Stock, will be borne by the Company. Proxies may be solicited without extra compensation by certain officers and regular employees of the Company by mail and, if determined to be necessary, by telephone, telegraph or personal interviews.
Householding
Shareholders who hold their shares in the name of their bank or broker and live in the same household as other shareholders may receive only one copy of this Proxy Statement. This practice is known as “householding.” If you hold your shares in your broker’s name and would like additional copies of these materials, please contact your broker. If you receive multiple copies and would prefer to receive only one, please contact your broker as well. The Company does not use householding for the copies of the proxy statement that it delivers to shareholders and will not begin householding without notice to its shareholders.
Indemnification Insurance
New York law permits a corporation to purchase insurance covering a corporation’s obligation to indemnify directors and officers and also covering directors and officers individually, subject to certain limitations, in instances in which they may not otherwise be indemnified by the corporation. The Company maintains insurance policies with various insurance companies covering reimbursement to the Company for any obligation it incurs as a result of indemnification of officers and directors and also covering indemnification for officers and directors individually in certain cases where additional exposure might exist. The policies expire May 1, 2008. The annual premium cost of the policies is $549,815.
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Shareholder Proposals
From time to time shareholders may present for consideration at meetings of shareholders proposals which may be proper subjects for inclusion in the proxy statement and form of proxy distributed in connection with such meetings. In order to be so included, such proposals must be submitted in writing on a timely basis. Shareholder proposals intended to be included in the Company’s proxy statement and form ofaccompanying proxy to be usedvoted for this item.
The Board knows of no other matters that may properly be brought before the Annual Meeting. However, if other matters should properly come before the Meeting, it is the intention of those named in connectionthe solicited proxy to vote such proxy in accordance with the Company’s 2009 Annual Meeting of Shareholders must be received by the Company by November 18, 2008. Any such proposals, as well as any questions relating thereto, should be directed to the Secretarytheir best judgment.
By Order of the Company, 560 Lexington Avenue, New York, New York 10022-2928.Board of Directors.
The Company’s by-laws, as amended, require shareholders who intend to nominate directors or propose business at any annual meeting to provide advance notice of such intended action, as well as certain additional information, to the Company. Such noticeRonald Kochman
President, Chief Executive Officer and information must be timely received by the Secretary of the Company at 560 Lexington Avenue, New York, New York 10022-2928 not less than 120 nor more than 150 days prior to the anniversary date of the notice of the annual meeting of shareholders held in the immediately preceding year. However, in the event the date of the annual meeting is changed by more than 30 days from the one year anniversary date of the date the annual meeting was held in such immediately preceding year and less than 130 days informal notice to shareholders or other public disclosure of the date of the annual meeting in the current year is given or made, advance notice of nominations or business proposed by a shareholder must be received by the Company not later than the close of business on the tenth calendar day following the date on which formal or informal notice or public disclosure of the date of the annual meeting is mailed or otherwise first publicly announced, whichever first occurs. Copies of the by-law provision are available upon request made to the Secretary of the Company.Director
New York, New York
March 18, 20083, 2014
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3 Choices: Vote by Telephone, Internet or Mail
Internet and telephone voting is available until 11:59 PM Eastern Time on April 16, 2014, the day prior to the shareholder meeting.
| INTERNET |
| TELEPHONE | |||||||
www.PROXYVOTE.COM | OR | 1-800-690-6903 | ||||||||
Have your proxy card in hand when you access the | Use any touch-tone telephone to | |||||||||
If you | ||||||||
Your Internet or telephone vote authorizes the | ||||||||
The Proxy Statement and the 2013 Annual Report to http://materials.proxyvote.com/928703 | To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid | |||||||
q FOLD AND DETACH HERE q
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF DIRECTORS, “FOR” ITEMS 2 AND 4 AND “TWO YEARS” FOR ITEM 3.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” ITEMS 1, 2, 4 AND “TWO YEARS” FOR ITEM 3.
1. ELECTION OF DIRECTORS | ||||||||||||||||||||
| For one year terms: | FOR | WITHHOLD | FOR | AGAINST | ABSTAIN | |||||||||||||||
1.1 William Turner | ¨ | ¨ | ¨ | ¨ | ¨ | |||||||||||||||
1.2 Mark Kaplan | ¨ | ¨ | 2. | Vote to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers | ||||||||||||||||
1.3 Deborah Shaw | ¨ | ¨ | ||||||||||||||||||
1.4 Jerome Shaw | ¨ | ¨ | ||||||||||||||||||
For two year terms: | 1 Year | 2 Years | 3 Years | Abstain | ||||||||||||||||
1.5 Ronald Kochman | ¨ | ¨ | ¨ | ¨ | ¨ | ¨ | ||||||||||||||
1.6 Theresa Havell | ¨ | ¨ | 3. | Vote, on an advisory basis, on how often the Company will conduct an advisory vote on executive compensation | ||||||||||||||||
1.7 Bruce Goodman | ¨ | ¨ | FOR | AGAINST | ABSTAIN | |||||||||||||||
1.8 Lloyd Frank | ¨ | ¨ | ¨ | ¨ | ¨ | |||||||||||||||
4. | Vote to ratify the appointment of Ernst & Young LLP as our independent Registered Public Accounting Firm for 2014 | |||||||||||||||||||
Please sign exactly as name(s) appear hereon. Joint owners should each sign separately. When signing as executor, administrator, corporate officer, attorney, agent, trustee, guardian or in other representative capacity, please state your full title as such. | ||||||||||||
| Signature | Signature | Date | ||||||||||
ADMISSION TICKET
Volt Information Sciences, Inc.
2014 Annual Meeting of Shareholders
Thursday, April 17, 2014
10:00 a.m. (EDT)
The Omni, 333 Earle Ovington Boulevard,
Uniondale, NY 11553
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.
q FOLD AND DETACH HERE q
Volt Information Sciences, Inc.
Proxy Card Solicited on Behalf of the Board of Directors
The undersigned appoints Ronald Kochman and James Whitney Mayhew, 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 The Omni, 333 Earle Ovington Boulevard, Uniondale, NY 11553 on Thursday, April 17, 2014, at 10:00 a.m. (EDT), 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 Monday, April 14, 2014 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 undersigned’s account as of March 5, 2014. 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.
Address Change/Comments (Mark the | reverse side) | |||||||
| (See reverse side for voting instructions) | |||||||||
VOLT INFORMATION SCIENCES, INC.560 Lexington AvenueNew York, New York 10022-2928
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSApril 10, 2008
TO THE SHAREHOLDERS OFVOLT INFORMATION SCIENCES, INC.
The Annual Meeting of Shareholders of Volt Information Sciences, Inc. (the "Company") will be held at the First Floor Atrium, Volt Corporate Park, 2401 N. Glassell Street, Orange, CA 92865, on April 10, 2008, at 10:00 a.m., Pacific Time, to consider the matters listed on the reverse side.
Only shareholders of record at the close of business on February 15, 2008 will be entitled to notice of, and to vote at, the meeting and any adjournments or postponements thereof.
You are cordially invited to attend the meeting. Whether or not you plan to be present, kindly fill out and sign the enclosed Proxy exactly as your name appears on the Proxy, and mail it promptly in order that your vote can be recorded. A return envelope is enclosed for your convenience and requires no postage if mailed within the United States. The giving of this Proxy will not affect your right to vote in person in the event that you find it convenient to attend the meeting.
REVOCABLE PROXYVOLT INFORMATION SCIENCES, INC.
Solicited On Behalf Of The Board Of Directors ForAnnual Meeting Of Shareholders Of Volt Information Sciences, Inc.
The undersigned hereby appoints STEVEN A. SHAW, JEROME SHAW and HOWARD B. WEINREICH, jointly and severally, Proxies with full power of substitution, to vote on behalf of the undersigned at the Annual Meeting of Shareholders of VOLT INFORMATION SCIENCES, INC. to be held on April 10, 2008, and at any adjournments or postponements thereof, as indicated upon the matters listed on the reverse side as described in the Notice of Meeting and accompanying Proxy Statement related to such meeting, receipt of which is acknowledged, and with discretionary power upon such other business as may come before the meeting, according to the number of votes and as fully as the undersigned would be entitled to vote if personally present, hereby revoking any prior Proxy or Proxies.
Please be sure to sign and date this Proxy.
