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): February ~~January 24~~4, 2022

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):

☐

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))

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 ☐

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~January~~February 244, 2022, ~~Craig R. Lewis was appointed Chief Revenue Officer of~~ Volt Information Sciences, Inc. (the “Company”). ~~Prior~~reported tothat ~~joining~~its ~~the Company~~Chief ~~and~~Financial ~~since~~Officer, ~~January~~Herbert ~~2021~~Mueller, ~~Mr.~~is ~~Lewis,~~currently unable ~~age~~to ~~57,~~perform ~~served~~his asduties ~~Senior~~due ~~Vice~~to ~~President~~a ofmedical ~~Revenue,~~illness ~~North~~and ~~America,~~will attemporarily ~~Resources~~step ~~Global~~away ~~Professionals, the~~from ~~operating~~his ~~subsidiary~~role ofas ~~Resources~~Chief ~~Connection,~~Financial ~~Inc~~Officer. ~~(“RGP”)~~In Mr. ~~From~~Mueller’s ~~June~~absence, ~~2017~~the ~~through~~Company’s ~~December~~former ~~2020~~Chief Financial Officer, hePaul ~~served~~Tomkins, will serve as ~~RGP’s~~Interim Chief Financial ~~Senior~~Officer, ~~Vice~~effective ~~President~~February of4, ~~Revenue~~2022, ~~previous~~and towill ~~which~~assume hethe ~~served~~day-to-day asresponsibilities ~~RGP’s~~of ~~Regional~~such ~~Managing~~role ~~Director,~~until ~~Southeast~~further ~~since 2014~~notice.

~~In connection with~~ Mr. ~~Lewis’s~~Tomkins, ~~appointment~~age 64, served as Chief ~~Revenue~~Financial Officer, of the Company ~~entered~~from ~~into~~May an2015 ~~Employment~~to ~~Agreement~~August ~~with~~2019. ~~him~~Since ~~dated~~February ~~as of January 24~~2020, ~~2022,~~Mr. ~~(the~~Tomkins ~~“Agreement”),~~has ~~that~~provided ~~includes,~~financial consulting ~~among~~services ~~other things~~to Oxio, ~~the~~a ~~terms~~mobile oftelecommunications ~~his compensation~~company. ~~Pursuant~~ Prior to ~~the~~his ~~Agreement,~~tenure ~~Mr.~~as ~~Lewis’s~~Chief ~~base~~Financial ~~salary~~Officer isof ~~$415~~the Company,~~000~~ ~~per year and he is~~Mr. ~~eligible~~Tomkins towas ~~earn~~Executive anVice ~~annual~~President ~~target~~and ~~incentive~~Chief ~~bonus~~Financial ofOfficer ~~60%~~ of ~~his base salary upon the Company~~Reader’s ~~achievement~~Digest ofAssociation, ~~certain financial~~Inc., ~~performance~~and ~~goals~~held ~~(which~~various finance ~~amount~~and ~~will~~accounting beroles ~~pro-rated~~ for ~~time~~over ~~served~~27 ~~during~~years ~~the~~at ~~2022 fiscal year)~~AT&T. Mr. ~~Lewis~~Tomkins ~~will~~is ~~also receive~~ a ~~one-time~~Certified ~~cash~~Public ~~bonus~~Accountant. ~~amount~~He ofearned ~~$125,000~~his toMBA befrom Seton ~~paid~~Hall noUniversity ~~later~~and ~~than~~received ~~May~~a ~~31,~~Bachelor ~~2022,~~of ~~subject~~Science todegree ~~his~~in ~~continued~~Accounting ~~employment~~from ~~with~~Rider ~~the Company through such date~~College.

OnPursuant orto ~~about January 31, 2022, Mr. Lewis will receive~~ a ~~sign-on~~Consulting Agreement ~~equity~~between ~~incentive~~the ~~award~~Company ~~consisting~~and ofMr. ~~restricted stock units with a total grant date value of $100~~Tomkins,~~000~~ ~~(the~~dated ~~“Sign-On~~as ~~RSUs”). The Sign-On RSUs will vest ratably on each~~ of ~~the~~February ~~first~~4, ~~three anniversaries of the grant date~~2022, ~~subject to Mr. Lewis’s continued employment with~~ the Company onwill ~~each~~pay ~~applicable vesting date.~~ Mr. ~~Lewis~~Tomkins ~~is also eligible to receive an annual long-term incentive award with~~ a ~~target~~weekly ~~value~~consulting fee ~~equal~~of to$10,500 ~~60%~~for of his ~~base~~services ~~salary~~as atInterim ~~the~~Chief ~~time~~Financial ~~annual long-term incentive awards are granted to senior executives of the Company generally~~Officer.

If Mr. ~~Lewis’s~~ ~~employment~~Tomkins isdoes ~~terminated~~not byhave ~~the~~any ~~Company~~family ~~without~~relationships ~~“cause,”~~with orany byof ~~Mr.~~the ~~Lewis~~Company's ~~for~~directors ~~“good~~or ~~reason”~~executive ~~as such~~officers ~~terms~~and ~~are~~has ~~defined~~no indirect ~~the~~or ~~Agreement,~~indirect interest ~~Mr.~~in ~~Lewis~~any ~~will~~transaction bewith ~~entitled to receive~~ the ~~following benefits from the~~ Company~~: (i) payment~~ ofthat ~~his~~would ~~then-current~~qualify ~~base~~as ~~salary for~~ a ~~period~~related ofparty 12transaction ~~months~~under ~~following~~Item ~~the termination date,~~ 404(iia) ~~payment~~ of aRegulation ~~pro~~S-~~rated~~K. ~~annual~~Other ~~bonus~~than ~~for~~as ~~the~~disclosed ~~year~~in ofthis ~~termination,~~Current ~~subject~~Report toon ~~the~~Form ~~achievement of the applicable performance goals~~8-K, ~~and~~there ~~(iii) an~~is ~~amount~~no ~~equal~~arrangement ~~to the~~or ~~value~~understanding ofbetween ~~6 months of COBRA payments. Receipt of such benefits by~~ Mr. ~~Lewis~~Tomkins isand ~~conditioned~~any ~~upon~~other ~~his execution of a general~~person ~~release~~pursuant into ~~favor~~which ofhe ~~the~~was ~~Company. For~~appointed ato ~~period~~serve ofas 12Interim ~~months~~Chief ~~following~~Financial ~~the termination of his employment, Mr~~Officer. ~~Lewis will be subject to certain non-solicitation restrictions.~~

The foregoing description of the Agreement is qualified by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 attached hereto and is incorporated herein by reference in its entirety into this Item 5.02.SIGNATURES

~~Mr.~~Pursuant ~~Lewis~~to ~~does~~the ~~not~~requirements ~~have any family relationships with any~~ of the ~~Company’s~~Securities ~~directors or executive officers and has no direct or indirect interest in any transaction~~Exchange ~~with~~Act ~~the Company that would qualify as a related party transaction under Item 404(a)~~ of ~~Regulation~~1934, ~~S-K.~~the ~~There~~registrant ishas noduly ~~arrangement~~caused orthis ~~understanding between~~report ~~Mr. Lewis and any other person pursuant~~ to ~~which~~be hesigned ~~was~~on ~~appointed~~its tobehalf by the ~~role~~undersigned ofhereunto ~~Chief~~duly ~~Revenue Officer~~authorized.

Item 9.01. Financial Statements and Exhibits.

	Volt Information Sciences, Inc.


Date: February 7, 2022	By:	/s/ Nancy Avedissian
		Nancy Avedissian
		Senior Vice President, Chief Legal Officer and Corporate Secretary

(d) Exhibits

	Exhibit No.	Description
	10.1	Employment Agreement by and between Volt Information Sciences, Inc. and Craig R. Lewis, dated as of January 24, 2022.
	104	Cover Page Interactive Data File (formatted as Inline XBRL)

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.

	Volt Information Sciences, Inc.
Date: January 27, 2022	By:	/s/ Nancy Avedissian
		Nancy Avedissian
		Senior Vice President, Chief Legal Officer and Corporate Secretary

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