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): June 7, 2021
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) |
| 2401 N. Glassell Street, Orange, California | 92865 |
| (Address of principal executive offices) | (Zip Code) |
(714) 921-8800
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.10 | VOLT | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2021, the Board of Directors (the “Board”) of Volt Information Sciences, Inc. (the “Company”) approved certain adjustments to the compensation of the Company’s President & Chief Executive Officer, Linda Perneau, and on June 7, 2021, the Compensation Committee of the Board (the “Compensation Committee”) approved certain adjustments to the compensation of Herbert Mueller, Senior Vice President and Chief Financial Officer, and Nancy Avedissian, Senior Vice President, Chief Legal Officer and Corporate Secretary.
Mr. Mueller’s annual base salary was increased from $450,000 to $465,000, with his target annual bonus of 80% of base salary under the Company’s Annual Incentive Plan remaining unchanged. Ms. Avedissian’s annual base salary was increased from $400,000 to $420,000, and her target annual bonus opportunity under the Company’s Annual Incentive Plan was increased from 60% to 75% of her new base salary. Other than the foregoing, the terms and conditions of Mr. Mueller’s and Ms. Avedissian’s employment agreements with the Company remain unchanged. The Compensation Committee also approved an increase in the grant date value of Mr. Mueller’s long-term equity incentive award for 2021 from 83% to 120% of his new base salary.
Ms. Perneau’s annual base salary was increased from $700,000 to $750,000, with her target annual bonus of 100% of base salary under the Company’s Annual Incentive Plan remaining unchanged. The Board approved an increase in the grant date value of Ms. Perneau’s long-term equity incentive award for 2021 from 186% to 240% of her new base salary.
Other than the foregoing, the terms and conditions of Ms. Perneau’s current employment, as outlined in the Employment Agreement between Ms. Perneau and the Company dated as of December 4, 2018, and as amended December 30, 2019, remain unchanged.
SIGNATURES
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.
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Volt Information Sciences, Inc.
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| Date: June 11, 2021 | By: | /s/ Nancy Avedissian |
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Nancy Avedissian Senior Vice President, Chief Legal Officer and Corporate Secretary |
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