SECURITIES AND EXCHANGE COMMISSION
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At 10:30 a.m. (PDT) on April 20, 2021, Volt Information Sciences, Inc. (the “Company”) held a virtual Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders elected each of the Company’s director nominees to its Board of Directors (the “Board”) (see below) and considered and voted on the other proposals listed below. These proposals are described in detail in the Company’s Proxy Statement (the “Proxy Statement”) previously filed with the Securities and Exchange Commission on February 26, 2021. A total of 18,224,476 shares of the Company’s common stock, representing 83.84% of the shares outstanding on the record date established by the Company, were present or represented by proxy at the Annual Meeting. Set forth below are the voting results for each proposal submitted to a vote of stockholders.
Proposal 1: Election of Directors
The stockholders elected the Company’s nominees to the Board. The nominees for election to the Board, the number and type of votes cast with respect to each nominee, as well as the number of broker non-votes with respect to each nominee, were as follows:
|Nominee||Votes For||Votes Withheld||Broker Non-Votes|
|Celia R. Brown||11,439,514||467,283||6,317,679|
|Nick S. Cyprus||11,444,722||462,075||6,317,679|
|William J. Grubbs||11,441,657||465,140||6,317,679|
|Bruce G. Goodman||11,311,471||595,326||6,317,679|
The foregoing Proposal 1 was approved.
Proposal 2: Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2021
The stockholders approved the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2021. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
The foregoing Proposal 2 was approved.
Proposal 3: “Say-on-pay” non-binding, advisory vote
The stockholders voted, on a non-binding, advisory basis, on the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
The foregoing Proposal 3 was approved.
Proposal 4: Proposed 2021 Equity Incentive Plan
The stockholders voted on the Company’s proposed 2021 Equity Incentive Plan as disclosed in the Proxy Statement. The number and type of votes cast with respect to the proposal, as well as the number of broker non-votes with respect to the proposal, were as follows:
The foregoing Proposal 4 was approved.
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.
|Date: April 22, 2021||By:||/s/ Nancy Avedissian|
Senior Vice President, Chief Legal Officer and