VOLT INFORMATION SCIENCES, INC. (NYSEMKT:VISI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(b) Effective as of February23, 2017, Mr.JohnC. Rudolf resigned
from his position as (i)a director of Volt Information Sciences,
Inc. (the Company), (ii)a member of the Companys Audit Committee
and (iii)a member of the Companys Nominating and Corporate
Governance Committee.

On February24, 2017, Mr.JamesE. Boone announced his intention to
resign from his position as (i)a director of the Company and
(ii)a member of the Companys Human Resources and Compensation
Committee. Mr.Boones resignation will be effective as of June8,
2017.

(d) Effective as of February23, 2017, Mr.WilliamJ. Grubbs was
appointed by the Companys board of directors (the Board) to serve
as a member of the Board through the Companys next annual meeting
of shareholders (the Meeting), representing the duration of the
unexpired portion of Mr.Rudolfs term (such unexpired portion, the
Interim Period). The Board also nominated Mr.Grubbs to stand for
election as a member of the Board at the Meeting.

Mr.Grubbs, age 59, has been the President and a director of Cross
Country Healthcare, a NASDAQ-listed company that specializes in
healthcare workforce solutions, since April1, 2013. He became
Chief Executive Officer of Cross Country Healthcare on July5,
2013. From October 2012 through March 2013, Mr.Grubbs was
Executive Vice President and Chief Operating Officer of Trueblue,
Inc. From October 2011 until October 2012, Mr.Grubbs worked as a
freelance consultant. From November 2005 through October 2011,
Mr.Grubbs held various senior executive positions with SFN Group,
Inc., including Executive Vice President and Chief Operating
Officer from January 2007.

Mr.Grubbs holds a B.S. degree in Computer Science from University
of New Hampshire. He currently serves on the advisory boards of
Diversant, LLC and Lannick Group of Companies.

There are no reportable family relationships or related person
transactions involving the Company and Mr.Grubbs.

In his capacity as a non-employee director of the Company,
Mr.Grubbs will receive the director fees and benefits that other
non-employee directors receive on a prorated basis for the
Interim Period. Except as set forth in the preceding sentence, no
material plan, contract, or arrangement was entered into or
materially amended in connection with Mr.Grubbs appointment as a
member of the Board and there was no grant or award to Mr.Grubbs
or modification thereto under any such plan, contract, or
arrangement in connection with such appointment.

The Board has determined that Mr.Grubbs qualifies as an
independent director under the director independence standards
set forth in the rules and regulations of the Securities and
Exchange Commission and the applicable listing standards of the
New York Stock Exchange.

(e) On February21, 2017, Mr.Shaws existing employment agreement
with the Company dated May1, 1987, as amended on January3, 1989
(the Employment Agreement) was amended and restated (the Restated
Employment Agreement).

to the Restated Employment Agreement, which will be effective as
of February27, 2017, Mr.Shaw will cease to be an executive
officer of the Company, and will hold the honorary title of
Founder and Executive Vice President Emeritus of the Company
until the two-year anniversary of the date of the Restated
Employment Agreement (the Term), at which point Mr.Shaws
employment with the Company will cease. Mr.Shaws annual base
salary will be reduced from $517,005 to $200,000. Additionally,
he will also be paid $1,500,000 (together with his base salary,
the Consideration) in exchange for the elimination of a current
$1,500,000 death benefit obligation contained in the Employment
Agreement. The Consideration will be paid over the course of the
Term in accordance with the Companys normal payroll practices. In
the event of Mr.Shaws death prior to the expiration of the Term,
the Restated Employment Agreement provides for the remainder of
his Consideration to be paid to his family trust over the
duration of the Term.

The foregoing description of the Restated Employment Agreement
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Restated Employment
Agreement, which is filed as Exhibit 10.1 hereto and incorporated
by reference herein.

Item8.01. Other Events.

On February24, 2017, the Company issued a press release (the
Press Release) relating to the matters described under (b)and
(d)of Item5.02, which press release is attached hereto as Exhibit
99.1.

Additional Information and Where to Find It

Although not intended to so constitute, the foregoing and/or the
Press Release may be deemed to be solicitation material in
respect of the solicitation of proxies from shareholders for the
Companys 2017 Annual Meeting. The Company will file with the U.S.
Securities and Exchange Commission (the SEC) and make available
to its shareholders a proxy statement containing information
about the Company, its directors, nominees and certain executive
officers and the matters to be considered at the 2017 Annual
Meeting. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders will also be able to obtain the proxy
statement, as well as other filings containing information about
the Company, without charge at the SECs website
(http://www.sec.gov) and at the Companys website (www.volt.com).
Shareholders will be able to obtain printed copies of these
documents without charge by requesting them online (www.volt.com)
or in writing from the Volt Information Sciences, Inc., 2401 N.
Glassell Street, Orange, California 92865; Attention: Corporate
Secretary.

The Company, its directors, nominees and certain executive
officers may be deemed to be participants in the solicitation of
proxies from the Companys shareholders in connection with the
2017 Annual Meeting. Additional information regarding the
interests of such potential participants, and their direct or
indirect interests, by security holdings or otherwise, will be
included in the Companys proxy statement to be filed with the SEC
in connection with the 2017 Annual Meeting. This information can
also be found in the Companys proxy statement for its 2016 Annual
Meeting of Shareholders, which was filed with the SEC on
February29, 2016. To the extent that holdings of the Companys
securities have changed since the amounts printed in the proxy
statement for its 2016 Annual Meeting of Shareholders, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Mr.Grubbs, who has been
nominated by the Board to stand for election as a director at the
2017 Annual Meeting, does not own any shares of the Companys
common stock.

Item9.01 Financial Statements and
Exhibits.

About VOLT INFORMATION SCIENCES, INC. (NYSEMKT:VISI)

Volt Information Sciences, Inc. is a provider of staffing services and information technology infrastructure services. The Company operates through North American Staffing; International Staffing; Technology Outsourcing Services and Solutions, and Corporate and Other segments. Its staffing services consist of workforce solutions, including providing contingent workers, personnel recruitment services and managed staffing services programs supporting light industrial, information technology and engineering positions. Its technology outsourcing services provide pre- and post-production development support, testing and customer support to companies in the mobile, gaming and technology devices industries. Its managed service programs comprise managing the procurement and on-boarding of contingent workers. Its information technology infrastructure services offer server, network and desktop information technology hardware maintenance, data center and network monitoring and operations.

VOLT INFORMATION SCIENCES, INC. (NYSEMKT:VISI) Recent Trading Information

VOLT INFORMATION SCIENCES, INC. (NYSEMKT:VISI) closed its last trading session down -0.05 at 7.40 with shares trading hands.