This year, you are being asked to:

The Board of Directors recommends that you vote “For” Proposals 1, 2, 3 and 4. 3.These matters are discussed in greater detail in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

Your participation and vote are important. Even if you plan to attend the Annual Meeting in person, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed postage-prepaid envelope. Your shares will be voted in accordance with the instructions you give in your proxy. Returning the proxy card will not limit your right to attend or vote at the Annual Meeting. If you attend the Annual Meeting, you may vote in person if you wish, even if you previously returned your proxy card.

Important Notice Regarding the Availability of Proxy Materials for our StockholdersAnnual Meeting to be held on November 20, 2014.19, 2015. The Proxy Statement and a copy of our Annual Report on Form 10-K for the year ended June 30, 20142015 are available at:

http://investor.sharpsinc.com/annuals.cfm

On behalf of the Board of Directors, I would like to express our appreciation for your continued support of our Company. We look forward to seeing you at the Annual Meeting.

9220 Kirby Drive, Suite 500

Houston, Texas 77054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 20, 2014

NOTICE IS HEREBY GIVEN that the 20142015 Annual Meeting of Stockholders (the “Annual Meeting”) of Sharps Compliance Corp., a Delaware corporation (the “Company”), will be held on Thursday, November 20, 201419, 2015 at 10:00 a.m. (central time) in the Forum Room at the Hilton Houston Post Oak located at 2001 Post Oak Blvd., Houston, Texas 77056 for the purpose of considering and voting upon the following:

The Board of Directors recommends that you vote “For” Proposals 1, 2, 3 and 4. 3.These items of business are more fully described in the proxy statement accompanying this notice. The Company’s Board of Directors (the “Board of Directors” or the “Board”) has fixed the close of business on September 22, 201421, 2015 as the record date for the meeting. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof.

You are cordially invited to attend the annual meeting. To ensure that your shares are represented and voted, however, you should complete, sign, date and return the enclosed proxy card in the enclosed postage-prepaid envelope as promptly as possible. Your shares will be voted in accordance with the instructions you give in your proxy. You may revoke your proxy at any time before it is voted by signing and returning a proxy for the same shares bearing a later date, by filing with the Corporate Secretary of the Company a written revocation bearing a later date or by attending the annual meetingAnnual Meeting and voting in person. You will still be able to vote your shares in person should you decide to attend the annual meeting,Annual Meeting, even if you have previously returned your proxy card.

SHARPS COMPLIANCE CORP.

9220 Kirby Drive, Suite 500

Houston, Texas 77054

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 20, 2014

SOLICITATION AND OTHER INFORMATION RELATED TO THE COMPANY

This Proxy Statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors of Sharps Compliance Corp., a Delaware corporation (the(referred to herein as, the “Company”, “we”, “us” or “our”), on behalf of the Company, to be used at the Annual Meeting of Stockholders of the Company to be held on November 20, 201419, 2015 (the “Annual Meeting”) at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders and adjournment(s) or postponement(s) thereof. This Proxy Statement and Proxy Cardthe attached proxy card are expected to be mailed to the stockholders of the Company on or about October 1, 2014.

The Company encourages the personal attendance of its stockholders at the Annual Meeting, and execution of the accompanying proxy will not affect a stockholder’s right to attend the Annual Meeting and to vote his or her shares in person. Any stockholder with a valid proxy has the right to revoke it by giving written notice of revocation to: Diana P. Diaz, Corporate Secretary, Sharps Compliance Corp., 9220 Kirby Drive, Suite 500, Houston, Texas 77054, at any time before the proxy is voted, by executing and delivering a later-dated proxy, or by attending the Annual Meeting and voting his or her shares in person. No such notice of revocation or later-dated proxy will be effective, however, until received by the Company at or prior to the Annual Meeting. Mere attendance at the Annual Meeting will not of itself revoke the proxy.

All expenses of the Company in connection with the solicitation of proxies will be borne by the Company. In addition to solicitation by mail, the Company’s directors, officers and employees may solicit proxies by telephone or other means of communication. The Company will request brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of shares held

of record by such persons and will reimburse such persons and their transfer agents for their reasonable out-of-pocket expenses in forwarding such material.

The date of this Proxy Statement is October 1, 2014.2015. There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this proxy statement.

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy reports, statements or other information that the Company files at the SEC’s public reference rooms at 100 F. Street, NE, Washington, D.C., 20549. Please call the SEC at (800) SEC-0330 for further information on the public reference rooms. The SEC also maintains a website at http://www.sec.gov where the Company’s periodic filings and other information regarding the Company are available at no charge.

The Company has adopted a Code of Ethics that is applicable to the officers, directors and employees of the Company. The Code of Ethics is available on the Company’s website at www.sharpsinc.com. Amendments to and waivers from the Code of Ethics, if any, will also be disclosed and available on the Company’s website.

General

The Board has fixed the close of business on September 22, 201421, 2015 as the record date (the “Record Date”) for the Annual Meeting. Only holders of record of the outstanding shares of Common Stock at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting and any adjournment(s) thereof. At the close of business on September 22, 2014,21, 2015, there were 15,269,69015,482,139 shares of Common Stock outstanding and entitled to be voted at the Annual Meeting. The Common Stock is the only class of stock entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on each matter presented to the stockholders. Cumulative voting is not permitted by the stockholders of the Company’s Common Stock.

Quorum and Vote Required

The presence, in person or by proxy, of a majority of the total shares of Common Stock issued and outstanding at the close of business on the Record Date is necessary to constitute a quorum for transaction of business at the Annual Meeting. Assuming the existence of a quorum, pursuant to our bylaws, the affirmative vote of a plurality of the shares of Common Stock present, either in person or represented by proxy, and entitled to vote at the Annual Meeting is required to elect directors. With respect to matters other than the election of directors, our bylaws provide that, if a quorum is present, the affirmative vote of a majority of the shares of Common Stock present, either in person or represented by proxy, and entitled to vote at the Annual Meeting is required to decide any such matter brought before such meeting, except as otherwise provided by our Certificate of Incorporation or applicable law. Accordingly, a majority of the shares of Common Stock represented in person or by proxy at the Annual Meeting must be cast in favor of the proposal for the non-binding approval of executive compensation in order for such proposal to be approved by our stockholders. If a quorum is not present in person or by proxy, the Annual Meeting may be adjourned until a quorum is obtained.

Abstentions are counted toward the calculation of a quorum and will have the same effect as a vote against a proposal. Broker non-votes occur when a broker or nominee holding shares for a beneficial owner does not vote on a non-routine proposal because the broker or nominee has not received voting instructions from the beneficial owner and does not have discretionary voting power with respect to such proposal. Rule 452 of the New York Stock Exchange, which has been adopted by the NASDAQ Capital Market (“NASDAQ”), provides that a broker or other nominee holding shares for a beneficial owner may generally vote on routine matters, but not non-routine matters, without receiving voting instructions. Under Rule 452, the uncontested election of directors (Proposal 1), the approval of the amendment to the Company’s 2010 Stock Plan to increase the number of shares of Common Stock available under the Plan by 2,000,000 shares (Proposal 2) and the non-binding advisory vote on executive compensation (Proposal 3)2) are considered non-routine matters. If your shares are held by a broker or nominee and you do not provide such voting instructions, your shares will not be voted for Proposals 1 2 and 3.  2. Please provide instructions to your brokers or nominee on how to vote your shares. Under Rule 452, the ratification of the selection of the independent registered public accounting firm (Proposal 4)3) is considered a routine matter. Abstentions and broker non-votes will not affect the outcome of the voting on Proposal 4.

Security Ownership of Management and Certain Beneficial Owners

The following table and notes thereto set forth certain information with respect to the shares of Common Stock beneficially owned by,by: (i) each director of the Company, (ii) all executive officers of the Company, including those listed in the Summary Compensation Table set forth under the caption “Executive Compensation” below, (iii) all directors and executive officers of the Company as a group and (iv) each person known by the Company to be the beneficial owner of 5% or more of the outstanding Common Stock, as of the Record Date. The address for each director and officer is c/o Sharps Compliance Corp., 9220 Kirby Drive, Suite 500, Houston, Texas 77054.

Notes:

Set forth below is information with respect to each director and executive officer of the Company as of September 22, 2014.21, 2015. The executive officers are elected by the Board of Directors and serve at the discretion of the Board. There are no family relationships between any two directors or executive officers.

Notes:

The following information about the Company’s executive officers and directors details their business experience, including the qualifications, attributes or skills that caused the Board to determine that theeach such board membersmember should serve as a director of the Company.

The Bylawsbylaws of the Company provide that the Board of Directors shall consist of not fewer than three nor more than ten10 members and that the number of directors, within such limits, shall be determined by resolution of the Board of Directors at any meeting or by the stockholders at the Annual Meeting.

The table below sets forth the names and ages of the nominees for director and the year each nominee first became a Director of the Company. Biographical information on the nominees is set forth under the caption “Management.”

Unless otherwise indicated on any duly executed and dated proxy, the persons named in the enclosed proxy intend to vote the shares that it represents for the election of the nominees listed in the table above for the term specified. The Board of Directors anticipates that the listed nominees will be able and willing to serve, but if any nominee becomes unable or unwilling to serve, the proxy holders may vote such shares at their discretion for a substitute nominee designated by the Board of Directors.

Assuming the presence of a quorum, the affirmative vote of the holders of a plurality of the shares of Common Stock, represented in person or by proxy at the Annual Meeting, is required for the election of directors. Assuming the receipt by each such nominee of the affirmative vote of at least a plurality of the shares of Common Stock represented at the Annual Meeting, such nominees will be elected as directors. Proxies will be voted in accordance with the specifications marked thereon, and if no voting instructions are provided, then shares will not be voted for the nominees.The Board of Directors recommends that Stockholders vote “For”“For�� the election of the nominees for director.

Board’s Leadership Structure and Role in Risk Oversight

Meetings, Committees and Committee Reports

Board and Committee Meetings The Board meets on a quarterly basis and holds special meetings whenever circumstances require. The Board held four regularly scheduled quarterly meetings and twoone special meetingsmeeting during the fiscal year ended June 30, 2014.2015. The independent Board members meet in executive sessions at each quarterly and special Board of Directors meeting. During 2014,2015, each of the directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served that were held during the period in which he or she served as a director or committee member. The Company does not have a policy regarding director attendance at the Company’s Annual Meeting of Stockholders. All of the directors attended the Company’s 20132014 Annual Meeting of Stockholders.

Committees of the BoardThe Board currently has three standing committees: Audit, Compensation and Corporate Governance.

Audit Committee Report.The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Company’s independent registered public accounting firm, UHY,BDO, is responsible for performing an audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting and Oversight Board (United States). In performing its oversight role, the Audit Committee has reviewed and discussed the audited financial statements with management and the independent registered public accounting firm.BDO. The Audit Committee has also discussed with the independent registered public accounting firmBDO the matters required to be discussed by Statement on Auditing StandardsStandard No. 61, Communication16, Communications with Audit Committees, and related interpretations, as amended and currently in effect.Committees. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by PCAOB Rule 3526. The Audit Committee has also considered whether the provision of non-audit services by the independent registered public accounting firm is compatible with maintaining its independence and has discussed with the independent registered public accounting firm its independence.

In overseeing the preparation of the Company’s financial statements and internal control over financial reporting, the Audit Committee met with both management and UHYBDO to review and discuss all financial

statements prior to their issuance, all assessments of internal control over financial reporting and significant accounting issues. Based on the reports, review and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014.

The Audit Committee met four times in the fiscal year ended June 30, 2014.

Compensation Committee Report.The information contained in this “Compensation Committee Report on Executive Compensation” shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information be incorporated by reference into any future filings under the Securities Act, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

Philip C. Zerrillo, Ph.D.          

TheCorporate Governance Committee is appointed by the Board to ensure that the Board is appropriately constituted to meet its fiduciary obligations to the Company and its stockholders. The Corporate Governance Committee assists in monitoring and shaping the corporate governance of the Company and assists the Board in connection with Board nominations matters. The Corporate Governance Committee evaluates the structure and membership of the Board and its committees and assesses the qualifications of prospective nominees to the Board. In evaluating director candidates, the Corporate Governance Committee considers factors it deems relevant, including, at a minimum, each member and nominee’s general understanding of marketing, finance, accounting, or other elements relevant to the success of a publicly traded company in the current business environment, understanding of our business on an operational level, integrity, education and professional background, and willingness to devote time to the Board’s duties.

The Corporate Governance Committee periodically reviews and assesses the adequacy of the Company’s Code of Ethics and makes recommendations to the Board regarding any amendments, modifications or waivers of the provisions thereof.

In addition to the responsibilities listed above, the Corporate Governance Committee undertakes such other duties as the Board delegates to it and performs such other activities as are consistent with the charter of the Corporate Governance Committee.

Stockholders desiring to make recommendations for candidacy to the Board should submit such recommendations to Diana P. Diaz, Corporate Secretary, Sharps Compliance Corp., 9220 Kirby Drive, Suite 500, Houston, Texas 77054. The Corporate Governance Committee will evaluate candidates properly proposed by stockholders in the same manner as all other candidates.

The Corporate Governance Committee met one time during the fiscal year ended June 30, 2014.

Non-Employee Board of Director Compensation PolicyOn November 20, 2013,2014, the Compensation Committee approved Board of Director compensation for the Company’s non-employee directors effective for the service period from October 1, 20132014 through September 30, 2014,2015, paid or issued quarterly (except for special board meetings) as follows:

This Compensation Discussion and Analysis is intended to provide context for the decisions underlying the compensation reported in the Summary Compensation Table included below in this proxy statement for the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the threefour other executive officers of the Company who had the highest total compensation for fiscal 20142015 as set forth in such table (these fivesix executive officers being collectively referred to below as the “Named Executive Officers”). This Compensation Discussion and Analysis will discuss corporate and individual performance, targets and goals for senior executive officers, including the Named Executive Officers. These targets, goals and performance are disclosed in the limited context of the Company’s executive compensation program. You should not interpret them as statements of the Company’s expectations or as any form of guidance. We caution you not to apply the statements or disclosures in the Compensation and Discussion Analysis in any other context.

Overview of 20142015 Company PerformanceFiscal 2014year 2015 was a pivotal year as we have transformed the Company into a leading full-service provider of comprehensive waste management services including the management of medical, pharmaceutical and hazardous.  Over the past two years,hazardous waste. In July 2015, we have developed aaugmented our network of medical and hazardous waste service providers including those with route based pick-up services which allowsan acquisition of a route-based pickup service in the Companynortheast serving Pennsylvania, Maryland and parts of Ohio. Additionally, we began to serveservice parts of Texas and Louisiana with route-based pickup service. With the entire U.S.addition of these route-based pickup regions and the network of medical and hazardous waste market.service providers servicing the entire U.S., we offer customers a blended product portfolio to effectively manage multi-site and multi-sized locations, including those that generate larger quantities of waste. The network has had a significant positive impact on our pipeline of sales opportunities — over 60% of this pipeline is attributable to opportunities providing comprehensive waste management service offerings where both the mailback and pickup service are integrated into the offering. We are now positioned to address the needs of multiple markets including pharmaceutical manufacturers, home healthcare providers, assisted living/long-term care facilities, retail pharmacies and clinics and the professional market which is comprised of physicians, dentists, and veterinary practices. While medical, pharmaceutical and hazardous waste challenges continue to multiply across the country, our ability to provide complete solutions has strengthened our position in our target markets. We offer clients a blended product portfolio to effectively target current and prospective customers with multi-site and multi-sized locations including those that generate larger quantities of medical and hazardous waste. The offering includes a single point of contact, consolidated billing, regulatory support and complete integration of our Sharps Tracer System. The Company believes the comprehensive offering will continue to assist the Company in landing larger opportunities whereby the customer has both large and small quantity facilities generating medical waste, used healthcare materials and hazardous waste. We have seen continued success from the execution of this strategy during fiscal year 2014,2015, and expect it to drive further growth and stockholder value in years to come.

Solid Growth – Stable Performance  Sharps The Company recorded revenue of $30.9 million in fiscal 2015, an increase of 16% compared to revenue of $26.6 million in fiscal 2014, an increase of 23% compared2014. Customer billings increased 18% to revenue of $21.5$31.5 million in fiscal 2013.  Customer billings increased 25% to $26.6 million in fiscal 20142015 reflecting strong growth in our key target markets including a 38% increase in Professional billings, a 55% increase in Pharmaceutical Manufacturer billings, a 27%36% increase in Retail billings, and over 300%a 255% increase in EnvironmentalGovernment billings, a 30% increase in Pharmaceutical

Manufacturer billings, and a 17% increase in Professional billings. Operating income increased to $1.2 million for fiscal year 2015 compared to $1.0 million for fiscal year 2014 compared to an operating loss of $2.7 million2014. Operating income for thefiscal year fiscal 2013, which2014 was positively impacted by a $1.5 million legal settlement related to the Company’s claims against the U.S. government related to a contract termination. In addition toWithout the impact of the prior year legal settlement, improvement in operating income resultedincreased $1.8 million over the prior year resulting from higher billings along with improved gross margin as a result ofdue to greater operating leverage gained from higher revenue.

The increase in Retail market billings to $6.4$8.7 million in fiscal 2014year 2015 is due to increases in flu shot related business. RetailThe growing trend of retail pharmacies are increasing the amount and variety ofexpanding their healthcare services they provide and this segment represents a long-term growth driver and key competitive advantage, given Sharps’the Company’s estimated 75% market share in this segment.

The increase in Government market billings to $1.8 million is primarily related to increased sales of the Company’s Takeaway Medication Recovery System envelopes and MedSafe solutions to multiple government agencies.

The increase in Pharmaceutical Manufacturer market billings to $3.7$4.9 million in fiscal year 20142015 is due to continued rollout, including resupply orders, of several patient support programs.  During the second half of calendar year 2014, the Company will launch twoprograms including three new patient support program launches in the current year. The programs for new drugs.  In addition, during calendar year 2015include the direct fulfillment of the Sharps Recovery System to the pharmaceutical manufacturers’ program participants, which provides the proper containment, return and throughtreatment of the first half of calendar 2016, Sharpsneedles or injection devices utilized in therapy. The Company expects to launch fourtwo additional patient support programs for new drug therapies.therapies over fiscal year 2016. We believe the Company is the leader in providing solutions of this type to this market.

The increase in EnvironmentalProfessional market billings to $0.8$6.2 million was driven by focused marketingin fiscal year 2015 is a result of continued targeted telemarketing initiatives around third party treatment services which are startingand promotional activities to gain traction.

Capturing Opportunities – Creating Growth Our The Company is well positioned to benefit from the continuing changes in healthcare delivery from traditional to alternative sites, from the aging population and from increasing regulations related to the disposal of unused medications and medical waste. Likewise, we continue to build our already strong position with pharmaceutical manufacturers in providing patient medication adherence, increasing patient engagement and enhancing branding.

The Company believes that the initiatives discussed in this section and launched in fiscal year 20142015 will be critical components to achieving expected revenue growth in fiscal year 20152016 and beyond.

2014015 Compensation Actions Related to Named Executive OfficersDuring the year ended June 30, 20142015 and as detailed more in the Summary Compensation Table, the following compensation related actions occurred:

Role of the Compensation ConsultantPursuant to its charter, the Compensation Committee is authorized to engage, at the expense of the Company, a compensation consultant to provide independent advice, support, and expertise to assist the Compensation Committee in overseeing and reviewing our overall executive compensation strategy, structure, policies and programs, and to assess whether our compensation structure establishes appropriate incentives for management and other key employees. AG Ferguson LLC, the Compensation Committee'sa Texas limited liability company (“AG Ferguson”), an independent compensation consultant to the Compensation Committee, was recently engaged to assist with executive pay decisions and work with the Compensation Committee to formulate the design of the executive compensation program for 2015. AG Ferguson LLC reportsreported directly to the Compensation Committee and providesprovided no other remunerated services to the Company or any of its affiliates. In accordance with SEC rules and requirements, the Company has affirmatively determined that no conflicts of interest exist between the Company and AG Ferguson LLC (or any individuals working on the Company'sCompany’s account on AG Ferguson’s behalf). Total fees paid to AG Ferguson LLC’s behalf).

Consideration of Recent Stockholder Advisory Votes on Executive Compensation At the Company’s most recent annual meeting of stockholders held on November 21, 2013,20, 2014, the Company’s stockholders approved by a favorable vote of 97.1%97.2% of the shares voted on such proposal, the compensation of the Company’s Named Executive Officers as described in the Company’s proxy statement for such annual meeting. Although this vote is non-binding, the Compensation Committee viewed this strong endorsement of the executive compensation philosophy, policies and decisions as an additional factor supporting the Compensation Committee’s conclusion that the existing approach to executive compensation is appropriate and successful for the Company.

Compensation Philosophy The Company’s executive compensation policies have four primary objectives: (i) to attract and retain highly competent executives to manage the Company’s business, (ii) to offer executives appropriate incentives for accomplishment of the Company’s business objectives and strategy, (iii) to encourage stock ownership by executives to enhance mutuality of interest with stockholders and (iv) to maximize long-term stockholder value.

Elements of Compensation The key elements of the Company’s executive compensation are base salary and an annual compensation pool that includes both cash bonuses (short-term) and stock options (long-term). These key elements are addressed separately below. In determining compensation, the Compensation Committee considers all elements of an executive’s total compensation package.

Base SalaryBase salaries for executives are determined initially by evaluating the executive’s level of responsibility, prior experience, breadth of knowledge, internal equity issues and external pay practices. Increases to base salaries are driven primarily by individual performance. Individual performance is evaluated based on sustained levels of individual contribution to the Company. When evaluating individual performance, the Compensation Committee considers the executive’s efforts in promoting Company values, continuing educational and management training, improving product quality, developing relationships with customers and vendors and demonstrating leadership abilities among co-workers.

Annual IncentivesEach year, the Compensation Committee evaluates the performance of the Company as a whole, as well as the performance of each individual executive. Factors considered include Company performance versus expectations, as well as individual accomplishments.  The Compensation Committee does not utilize formalized mathematical formulae, nor does it assign weightings to these factors.  The Compensation Committee, in its sole discretion, determines the amount, if any, of incentive payments to each executive.  The Compensation Committee believes that the Company’s performance versus expectations and individual accomplishments require subjectivity on the part of

On March 4, 2015, the Compensation Committee when determining incentive payments.

The following table sets forth compensation earned by the Company'sCompany’s Named Executive Officers for the fiscal years ended June 30, 2015, 2014 2013 and 2012.

The following table provides information about option awards granted to the Named Executive Officers during the fiscal year ended June 30, 2014.2015. There were no stock awards or non-equity incentive plan awards granted during the year.