Daily News

View All News

Volt revamps board under deal with shareholder group

March 31, 2015

Volt Information Sciences Inc. (NYSE MKT: VISI) entered into an agreement with Glacier Peak Capital LLC and its affiliates regarding the membership and composition of Volt’s board of directors. Glacier Peak and its shareholder group claims to own in the aggregate approximately 36% of Volt’s outstanding stock.

John Rudolf, president and senior portfolio manager of Glacier Peak Capital LLC, will immediately join Volt’s board. Volt will also nominate Rudolf, James Boone, Nick Cyrus, Michael Dean, Dana Messina and Laurie Siegel for election at the company’s 2015 annual meeting of shareholders.

Current board members Jerome Shaw, Mark Kaplan, William Turner and Deborah Shaw will not stand for re-election at the 2015 annual meeting, and Lloyd Frank will retire from the board of directors of Volt immediately prior to the 2015 annual meeting.

In December, a shareholder group headed by Glacier Peak US Value Fund claimed Volt needed a fresh perspective on its board because of continued underperformance and poor shareholder returns and had nominated new candidates for Volt’s board.

Volt also agreed to include a proposal to declassify its board of directors in its proxy statement for the 2015 annual meeting. The declassification would take effect at the 2015 annual meeting so that all directors elected at the meeting and thereafter will serve one-year terms.

“We are pleased to announce this constructive agreement with Glacier Peak and its affiliates, which is the product of extensive discussions with Glacier Peak and other Volt shareholders and a thorough process to identify and recruit highly qualified candidates to serve on Volt’s board of directors,” said Volt President and CEO Ron Kochman. “We look forward to drawing upon the valuable experience and perspectives of each of our new directors as we continue working towards a more highly focused and profitable Volt.”

The Glacier Peak shareholder group agreed to vote in favor of the declassification proposal and for each of the new director nominees.

“We are pleased to have reached this agreement with Volt,” said Rudolf on behalf of Glacier Peak Capital. “We recognize the value of Volt and believe the addition of new directors will bring a fresh perspective to the boardroom. I look forward to working constructively with the other members of the Board to enhance shareholder value.”

Volt ranks No. 12 on Staffing Industry Analysts' list of largest US staffing and talent engagement firms.