Volt Information Sciences and Glacier Peak Capital reach agreement on Volt board and AGM
Under the agreement, Volt agreed to add John C. Rudolf, President and Senior Portfolio Manager of Glacier Peak, to the board of directors of Volt effective immediately, and to nominate each of John C. Rudolf, James E. Boone, Nick S. Cyrus, Michael D. Dean, Dana Messina and Laurie Siegel for election at the Company's 2015 annual meeting of shareholders.
Current board members Jerome Shaw, Mark N. Kaplan, William H. Turner and Deborah Shaw will not stand for reelection at the 2015 annual meeting and Lloyd Frank will retire from the board of directors of Volt immediately prior to the 2015 annual meeting.
Volt also agreed to include in its proxy statement for the 2015 annual meeting, a proposal to amend its restated certificate of incorporation to declassify the Company's board of directors, with the declassification to take effect at the 2015 annual meeting, such that all directors elected at the 2015 annual meeting and thereafter will serve one year terms. Glacier Peak and certain other shareholders who beneficially own in the aggregate approximately 36% of Volt's outstanding stock, have agreed to vote in favor of the declassification proposal and for each of the new director nominees.
"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 Ron Kochman, President and Chief Executive Officer of Volt. "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."
"I would like to thank each of Jerry Shaw, Lloyd Frank, Mark Kaplan, Deborah Shaw and Bill Turner for their valuable service on Volt's board of directors and their important contributions to achieving this agreement with Glacier Peak."
John C. Rudolf, on behalf of Glacier Peak Capital, stated, "We are pleased to have reached this agreement with Volt. 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."