8-K 1 ss430198_8k.htm CURRENT REPORT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  May 11, 2015
 
VOLT INFORMATION SCIENCES, INC.
(Exact name of registrant as specified in its charter)
 
New York
001-9232
13-5658129
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)

1065 Avenue of the Americas, New York, New York
10018
(Address of principal executive offices)
(Zip Code)


 
(212) 704-2400
(Registrant’s Telephone Number, Including Area Code)

 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
£
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Lloyd Frank retired as a member of the Board of Directors (the “Board”) effective at Volt Information Sciences, Inc.’s (the “Company”) Annual Meeting of Stockholders held on May 11, 2015 (the “Annual Meeting).  Mr. Frank was not standing for reelection at the Annual Meeting, and the vacancy created by his retirement was filled by the election of the directors described in Item 5.07 below.
 

 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
The final results of voting on each of the items presented at the Company’s Annual Meeting, as certified by the Company’s independent inspector of election, are set forth below.  Each of items 1, 2, and 3 received the affirmative vote of the holders of a majority of the aggregate voting power of the Company’s Common Stock that was both entitled to vote (i.e., that was outstanding on the Company’s record date) and present in person or by proxy at the Annual Meeting, and was therefore approved pursuant to the Company’s Bylaws. A total of 19,242,149 shares of Common Stock, representing approximately 92.9% of the shares outstanding, were represented at the meeting.
 

1.
Approval of the Amendment to the Company’s Certificate of Incorporation to Declassify the Board of Directors:

For
 
Against
 
Abstain
 
Broker Non-Votes
             
13,866,677
 
1,177,739
 
461,488
 
3,736,245



2. 
Election of Directors:

   
For
 
Withheld
 
Broker Non-Votes
             
James E. Boone
 
14,427,956
 
1,181,448
 
3,632,745
Nick S. Cyprus
 
14,564,602
 
1,044,802
 
3,632,745
Michael D. Dean
 
14,566,752
 
1,042,652
 
3,632,745
Dana Messina
 
14,566,490
 
1,042,914
 
3,632,745
John C. Rudolf
 
14,389,560
 
1,219,844
 
3,632,745
Laurie Siegel
 
15,572,810
 
36,594
 
3,632,745


Each director will hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
 
 
 

 

 
3.
Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2015:

For
 
Against
 
Abstain
 
Broker Non-Votes
             
16,220,078
 
2,437,172
 
584,899
 
-


 

 

 

 

 

 

 

 

 

 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
   VOLT INFORMATION SCIENCES, INC.  
       
 
By:
/s/ Paul Tomkins  
    Paul Tomkins  
    Senior Vice President and Chief Financial Officer  
       
 
Date:  May 14, 2015