UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrantx                            Filed by a Party other than the Registrant¨

Check the appropriate box:

AMERICAN SOFTWARE, INC.

American Software, Inc.(Name of registrant as specified in its charter)

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement,person(s) filing proxy statement, if other than the Registrant)registrant)

Payment of Filing Fee (Check the appropriate box):

AMERICAN SOFTWARE, INC.

470 East Paces Ferry Road, N.E.

Atlanta, Georgia 30305

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the 20082011 Annual Meeting of Shareholders of AMERICAN SOFTWARE, INC. (the “Company”) will be held at the offices of the Company, 470 East Paces Ferry Road, N.E., Atlanta, Georgia, on Monday, August 18, 200822, 2011 at 12:3:00 noonp.m. for the following purposes:

Only shareholders of record of the Company at the close of business on July 11, 20088, 2011 will be entitled to vote at the meeting.

Shareholders are requested to vote, date, sign and mail their proxies in the form enclosed even though they plan to attend the meeting. If shareholders are present at the meeting, their proxies may be withdrawn, and they may vote personally on all matters brought before the meeting, as described more fully in the enclosed Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS

July 28, 200827, 2011

IMPORTANT

We encourage you to attend the Annual Meeting. In order that there may be a proper representation at the meeting, each shareholder is requested to return his or her proxy in the enclosed envelope, which requires no postage if mailed in the United States. Attention by shareholders to this request will reduce the Company’s expense in soliciting proxies.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 22, 2011:

This Proxy Statement and the Annual Report on Form 10-K are available at: http://www.rrdezproxy.com/2011/AmericanSoftware/

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

OF AMERICAN SOFTWARE, INC.

TO BE HELD AT

AMERICAN SOFTWARE, INC.

470 EAST PACES FERRY ROAD, N.E.

ATLANTA, GEORGIA

ON AUGUST 18, 200822, 2011

This Proxy Statement is furnished to Class A shareholders by the Board of Directors of AMERICAN SOFTWARE, INC., 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305 (the “Company”), in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting of Shareholders on Monday, August 18, 200822, 2011 at 12:3:00 noonp.m. and at any adjournment or adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and accompanying proxy card and Notice of Annual Meeting are first being mailed to shareholders on or about July 28, 2008.27, 2011.

If the enclosed form of proxy is properly executed and returned, the shares represented thereby will be voted in accordance with its terms. If no choices are specified, subject to the broker non-vote rules discussed under “RECORD DATE AND VOTING OF SECURITIES – Broker Non-votes” below, the proxy will be voted:

FOR—Election of W. Dennis Hogue, Dr. John J. Jarvis and James B. Miller, Jr. as Class A Directors.directors.

FOR—Approval of an amendmentthe advisory resolution regarding executive compensation.

FOR—“1 YEAR” with respect to the frequency of holding an advisory vote on executive compensation.

FOR—Ratification of the appointment of KPMG LLP as the Company’s 2001 Stock Option Plan to increaseindependent registered public accounting firm for the number of Class A Common Shares that may be subject to options granted under that Plan from 4,375,000 Shares to 5,275,000 Shares.fiscal year ending April 30, 2012.

In addition, a properly executed and returned proxy card gives the authority, subject to the broker non-vote rules, to vote in accordance with the proxy-holders’proxy holder’s best judgment on such other business as may properly come before the meeting or any adjournment or adjournments thereof. Any proxy given pursuant to this solicitation may be revoked, either in writing furnished to the Secretary of the Company prior to the meeting or personally by attendance at the meeting, by the person giving the proxy insofar as the proxy has not been exercised at the meeting and the shareholder attending the meeting informs the Secretary of the Company of his or her intent to revoke the proxy.

RECORD DATE AND VOTING OF SECURITIES

Record Date

The Board of Directors has fixed the close of business on July 11, 20088, 2011 as the record date for determining the holders of common stock entitled to notice of and to vote at the meeting. On July 11, 2008,8, 2011, the Company had outstanding and entitled to vote a total of 22,481,55623,577,169 Class A Common Shares (“Class A shares”) and 2,886,5862,627,811 Class B Common Shares (“Class B shares”).

Class A and Class B Shareholder Voting

Other than in the election of directors, in which holders of Class A shares and Class B shares vote as separate classes, each outstanding Class A share is entitled to one-tenth vote per share and each outstanding Class B share is entitled to one vote per share on all matters to be brought before the meeting. The Class A directors and the Class B directors will be elected by a majority of the votes cast by the respective classes. Any other matter submitted to the meeting must be approved or ratified by a majority vote of the outstanding shares (adjusted as described above) present or represented by proxies at the meeting. A one-third quorum of 7,493,8527,859,057 Class A shares and of 962,196875,937 Class B shares is required to be present or represented by proxy at the meeting in order to conduct all of the business expected to come before the meeting. Votes that are withheld, broker or other nominee non-votes on non-routine matters and votes of abstention cast by any shareholder on a particular action will be counted towards the quorum requirement, but will not be counted as a vote for or against the action.

Broker Non-votes

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 Stock Market, 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. The uncontested election of directors (Proposal 1) is now considered non-routine; the advisory votes on executive compensation and frequency of advisory voting (Proposals 2 and 3) are also non-routine matters.Please provide instructions to your broker or nominee on how to vote your shares.If you do not provide such voting instructions, your shares will not be voted for Proposals 1, 2 and 3. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2011 (Proposal 4) is considered routine. Because at least one routine item is to be voted on at the meeting, shares held in the name of brokers or other nominees and voted on Proposal 4 will be counted for purposes of the quorum requirement, as noted above.

2

PROPOSAL 1: ELECTION OF DIRECTORS

Overview

The directors of the Company are elected annually to hold office until the election and qualification of their successors at the next Annual Meeting of Shareholders. Of the seven directors to be elected, three are to be elected by the holders of the outstanding Class A shares and four are to be elected by the holders of the outstanding Class B shares. The persons named in the enclosed proxy card intend to vote Class A shares for the election of W. Dennis Hogue, Dr. John J. Jarvis and James B. Miller, Jr., the Class A director nominees. In the event any of these individuals should be unavailable to serve as a director, the proxy will be voted in accordance with the best judgment of the person or persons acting under it. The Board of Directors has no reason to believe that any director nominees will be unavailable for election as a director. If any of the nominees is unable to serve, the remaining Board members may elect a substitute to fill the resulting vacancy.

It is anticipated that Mr. Edenfield and Dr. Newberry, who together own all of the Class B shares, will vote their Class B shares in favor of the election of James C. Edenfield, J. Michael Edenfield, Dr. Thomas L. Newberry and Thomas L. Newberry, V as Class B directors. Thus, it is expected that James C. Edenfield, J. Michael Edenfield, Dr. Thomas L. Newberry and Thomas L. Newberry, V will be elected as Class B directors.

Director Background and Qualifications

The Board seeks directors with strong reputations and experience in areas relevant to the strategy and operations of the Company’s business, particularly industries and segments that the Company serves. Each of the nominees for election as a director at the Annual Meeting of Shareholders has substantial and meaningful experience in core management skills, such as strategic, financial and operational planning, financial reporting, corporate governance, risk management, and leadership development. The information set forth below as to each of our directors includes a summary of the ways in which we believe their individual qualifications, experience, attributes and skills add to the strength of our Board of Directors.

Candidates for membership on the Board are recommended by current members of the Board or management. When evaluating candidates for membership on the Board, the Board considers a number of factors, including:

The directors, their ages, their principal occupations for at least the past five years, other public company directorships held by them and the year each was first elected as a director of the Company are set forth below.

23

Class A Directors

W. Dennis Hogue.    Since January 2005, Mr. Hogue has served as Chief Executive Officer of Hogue Enterprises, Inc., a real estate investment company. Since November 2007, Mr. Hogue has served as President of American Durahomes, a provider of durable and affordable homes. From July 2003 to January 2005, he served as Chief Executive Officer of Datatrac Corporation, a software developer and wireless communications provider for the expedited product delivery industry. Mr. Hogue earned a Bachelor of Science degree in Psychology from Florida State University in 1974.

Mr. Hogue’s many years of executive-level experience at other companies, his education and training and his in-depth knowledge of the Company’s operations and technology gained in more than twelve years with the Company, from 1983 to 1996, as Group Vice President and in other positions, enable him to provide our Board with strong and capable leadership.

John J. Jarvis.    Dr. Jarvis is retired. From 2001 until January 1, 2004 he was Executive Director of The Logistics Institute—Asia Pacific, which is a collaboration between the National University of Singapore and the Georgia Institute of Technology. Dr. Jarvis has served as President of the Institute of Industrial Engineers (IIE), Secretary of the Institute of Management Sciences (TIMS) and President of the Operations Research Society of America (ORSA). He has served on the Councils of ORSA and TIMS and on the Boards of the Institute for Operations Research and Management Sciences and IIE. Dr. Jarvis earned a Bachelor of Science degree in Industrial Engineering in 1963 and a Masters of Science degree in Industrial Engineering in 1965, both from the University of Alabama, and a Ph.D. from Johns Hopkins University in 1968.

Dr. Jarvis has a history of demonstrated leadership in the logistics software industry, both as a software company executive and in academic and research environments. His ability to bring these diverse perspectives to the Board enhances its effectiveness and strengthens its ability to adapt to changing industry conditions.

James B. Miller, Jr.    Mr. Miller is currently the Chairman of the Board and Chief Executive Officer of Fidelity Southern Corporation, the parent corporation of Fidelity Bank, positions he has held since 1979. He has been Chairman of Fidelity Bank since 1998. He is a director of Interface, Inc., a publicly held textile manufacturing company. Mr. Miller is chairman of privately held family real estate businesses and an automobile dealership. Mr. Miller holds a Bachelor of Arts Degree from Florida State University and an L.L.B. from Vanderbilt University Law School.

Mr. Miller’s long leadership experience at Fidelity Southern Corporation and its subsidiary Fidelity Bank, as well as his board experience with other companies in a variety of industries, brings to the Board the business and financial acumen of an experienced senior executive. We believe his financial expertise and legal background; his role as Chairman of the Board of Fidelity Southern Corporation, a publicly held company; and his service on the Interface, Inc. audit committee qualify him well to serve on our Board, and in particular to serve as chair of our Audit Committee. The Board has determined he is an “audit committee financial expert.”

4

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CLASS A

SHAREHOLDERS VOTE “FOR” MESSRS. HOGUE, JARVIS AND MILLER.

3

5

CORPORATE GOVERNANCE

Board Meetings

The Board of Directors held sevenfour meetings during fiscal 2008.2011. No director of the Company attended fewer than 75% of the total meetings of the Board of Directors and committee meetings on which such Board member served and was eligible to attend during this period.

Director Attendance at Annual Meetings

Although the Company does not have a policy with regard to Board members’ attendance at the Company’s Annual Meetings of Shareholders, all of the directors are encouraged to attend such meetings. All of the Company’s directors were in attendance at the 2010 Annual Meeting.

Director Independence

Each of Mr. James C. Edenfield and Dr. Thomas L. Newberry have stated in their respective Schedule 13Gs, as filed with the Securities and Exchange Commission (sometimes referred to herein as the “SEC”), that they, acting as a group, share voting power with respect to all shares beneficially held by them because they have established a practice of consulting with each other regarding the voting of such shares. As a result, the Company qualifies as a “controlled company” as defined in Rule 4350(c)(5) of the Nasdaq Marketplace Rules. Please see “Security Ownership of Management and Certain Beneficial Owners,” below. Therefore, the Company is not subject to the provisions of Rule 4350(c) of the Nasdaq Marketplace Rules that otherwise would require the Company to have (i) a majority of independent directors on the Board; (ii) a compensation committee composed solely of independent directors; (iii) a nominating committee composed solely of independent directors; (iv) compensation of the Company’s executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and (v) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.

Director Nominations

In light of the voting power of Mr. Edenfield and Dr. Newberry, and in view of the fact that Board vacancies occurhave occurred infrequently, the Board has determined that the Board, rather than a nominating committee, is the most appropriate body for identifying director candidates and selecting nominees to be presented at the Annual Meeting of shareholders. Each member of the Board participates in this process. It is the view of the Board that this function has been performed effectively by the Board, and that it is appropriate for the Company not to have a separate nominating committee or charter for this purpose. The Board has further determined that it would not be productive to have a fixed policy with respect to consideration of candidates recommended by security holders. However, if a shareholder communication includes a recommendation of a candidate for director, the Board will consider that candidate along with any other candidates for a Board position.

Candidates for membership on the Board are recommended by current members of the Board or management. When evaluating candidates for membership on the Board, the Board considers a number of factors, including:Diversity

Shareholders may contact the Board or any of the individual directors by writing to them c/o Mr. Vincent C. Klinges, Chief Financial Officer, American Software, Inc., 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305. Inquiries sent by mail may be sorted and summarized by Mr. Klinges or his designee before they are forwarded to the addressee.

Although theThe Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees. The Board members’ attendance atstrives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, and expertise to oversee the Company’s Annual Meetings of shareholders, allbusinesses.

Board Leadership Structure

The Board does not have a policy regarding the separation of the directorsroles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Currently, the positions of Chief Executive Officer and Chairman are encouraged to attend such meetings. Allseparate and the Board believes this structure is in the best interest of the Company’s directors were in attendanceshareholders at the 2007 Annual Meeting, except for Mr. Miller, who could not attend.this time.

4

The Company has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers and employeesCommittees of the Company, including its Chief Executive Officer, Chief Financial Officer and Controller. The CodeBoard of Business Conduct and Ethics is available on the Company’s website atwww.amsoftware.com/marketing.Directors

The Board of Directors has an Audit Committee, which presently consists of Messrs. Miller (Chairman), Hogue and Jarvis. The Audit Committee held four meetings during fiscal 2008,2011, in addition to its consultations with our independent registered public accounting firm and management in connection with review of interim financial statements. The Rules of the Nasdaq Stock Market (“Nasdaq Rules”) require audit committees to be composed of not less than three members who are “independent,” as that term is defined in the Nasdaq Rules. The Board of Directors has determined that all of the Audit Committee members meet the Nasdaq definition of “independent.”

The Company’s Audit Committee Charter outlines the composition requirements of the Audit Committee, as described above, as well as its duties and responsibilities. The primary responsibility of the Audit Committee is to provide assistance to the Company in connection with the financial reporting process. The functions of the Audit Committee include making an annual recommendation of independent public accountants to the Company, reviewing the scope and results of the independent public accountants’ audit, monitoring the adequacy of the Company’s accounting, financial and operating controls, reviewing from time to time the Company’s periodic financial statements and other financial reports with management and with the independent registered public accounting firm, pre-approving audit services and permitted non-audit services and related fees, and reviewing with management and the independent registered public accounting firm the financial statements to be included in the Company’s annual report.Annual Report. The Board of Directors has determined that James B. Miller, Jr., Chairman of the Audit Committee, is an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission.

The Board has a Compensation Committee, consisting of John J. Jarvis and Thomas L. Newberry. During fiscal 2008,2011, the Compensation Committee met on two occasions.one occasion. The Compensation Committee has authority to establish the compensation of Chief Executive Officer and to consult with the Chief Executive Officer about the compensation of the other named executive officers. In addition, the Compensation Committee, acting as the Special Stock Option Committee, has had the authority to grant stock options to the Chief Executive Officer and the other named executive officers under the Company’s 2001 Stock Option2011 Equity Compensation Plan. See “Executive Compensation—Compensation – Compensation Discussion and Analysis,” below, for a further discussion of the Compensation Committee and the functions it performs.

Two different committees of the Board administer the 2011 Equity Compensation Plan, the 2001 Plan and the Logility Plans (see “Executive Compensation – Stock Option Plan,Options”), depending on whether the option grant is to an executive officer or director or to other employees. The Special Stock Option Committee, which consists of John J. Jarvis and Thomas L. Newberry, as the members of the Compensation Committee, administers stock option grants to executive officers and directors. The Stock Option Committee, which consists of James C. Edenfield and Thomas L. Newberry, administers grants to other employees. The functions of these Committeescommittees are to grant stock options and establish the terms of those stock options, as well as to construe and interpret the Planplans and to adopt related rules in connection therewith.and procedures. During fiscal 2008,2011, the Stock Option Committee acted by written consent on eightten occasions in connection with the grant of stock options under the Company’s 2001 Stock Option2011 Equity Compensation Plan. The Special Stock Option Committee, concurrently with its role as the Compensation Committee, acted by written consentmet on one occasion during fiscal 2008.2011.

Risk Oversight

We believe that understanding and managing risk is the responsibility of each employee of the Company. However, management is ultimately accountable to our Board of Directors and shareholders for the day-to-day management of risks we face. Our Board of Directors, as a whole and through its committees, oversees planning and responding to risks arising from changing business conditions or the initiation of new activities, strategies or products. Our Board of Directors also is responsible for overseeing compliance with laws and regulations, responding to recommendations from auditors and supervisory authorities, and overseeing management’s conformance with internal policies and controls addressing the operations and risks of significant activities.

57

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers and employees of the Company, including its Chief Executive Officer, Chief Financial Officer and Controller. The Code of Business Conduct and Ethics is available on the Company’s website atwww.amsoftware.com/marketing.

Communications Between Shareholders and Directors

Shareholders may contact the Board or any of the individual directors by writing to them c/o Mr. Vincent C. Klinges, Chief Financial Officer, American Software, Inc., 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305. Inquiries sent by mail may be sorted and summarized by Mr. Klinges or his designee before they are forwarded to the addressee.

8

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We believe that attracting, retaining and motivating effective executive officers is critical to the overall success of our business. To achieve these goals we have adopted executive compensation programs that we have designed to reward performance and emphasize the creation of shareholder value. Our Compensation Committee and Chief Executive Officer are responsible for establishing executive compensation policies and overseeing executive compensation practices. In the following Compensation Discussion and Analysis we describe the material elements of compensation for our executive officers identified in the Summary Compensation Table (the “named executive officers”). Our named executive officers are: James C. Edenfield, President and Chief Executive Officer; J. Michael Edenfield, Executive Vice President and Chief Operating Officer of the Company, and President and Chief Executive Officer of Logility; Jeffrey W. Coombs, Senior Vice President of American Software USA,Logility, Inc.; and Vincent C. Klinges, Chief Financial Officer of the CompanyOfficer; and of Logility, Inc.James R. McGuone, Vice President and General Counsel. Please see the Summary Compensation Table below for detailed components of their fiscal 20082011 compensation.

Oversight of Compensation Program

The Compensation Committee of the Board (the “Committee”) is responsible for establishing and reviewing theour overall compensation philosophy of the Company.philosophy. The Committee and the Chief Executive Officer together review and establish executive compensation plans. The Committee and the Chief Executive Officer share these responsibilities in the manner described below.

Role of Compensation Committee. The Committee reviews and establishes all elements of compensation of the Chief Executive Officer. The Committee also reviews and consults with the Chief Executive Officer about salaries and other compensation of the other executive officers and acts as the Special Stock Option Committee with respect to stock option grants to all executive officers, including the Chief Executive Officer. In making decisions about stock option grants, the Committee obtains from Logility information about, and takes into consideration, stock option grants made or proposed to be made by Logility under its own stock option plan to the named executive officers of the Company.

Role of Chief Executive Officer.    The Chief Executive Officer reviews and establishes all non-equity related elements of compensation of the executive officers of the Company and its subsidiaries, other than his own compensation. With respect to the major elements of executive compensation plans, the Chief Executive Officer consults with and seeks input from the Committee. The Chief Executive Officer has no direct authority in connection with stock option grants to executive officers, but makes recommendations to the Committee regarding levels of option grants to specific individuals.individuals, as input to the Committee’s final decision.

J. Michael Edenfield.    J. Michael Edenfield is Executive Vice President of the Company, and also serves as President and Chief Executive Officer of Logility, Inc., which is 88% owned by the Company. Logility’s common stock is publicly held and is listed on the Nasdaq Stock Market. As Mr. Edenfield’s day-to-day responsibilities focus primarily on Logility, the compensation committee of the Logility board of directors, by mutual agreement between the Company and Logility, has assumed responsibility for establishing most of the primary elements of his compensation, including his salary, annual bonus plan, participation in the Logility stock option plan and employee benefits. The Committee retains the authority to grant stock options to Mr. Edenfield under our stock option plan, and communicates with the Logility compensation committee in order to coordinate stock option decisions.

Vincent C. Klinges.    Vincent Klinges serves both as our Chief Financial Officer and as Chief Financial Officer of Logility. By mutual agreement between the Company and Logility, we establish most of the primary elements of Mr. Klinges’ compensation, including Mr. Klinges’ salary, annual bonus plan, participation in our stock option plan and other employee benefits. The Logility compensation committee retains the authority to grant stock options to Mr. Klinges under the Logility option plan, and communicates with the Committee in order to coordinate stock option decisions.

6

Executive Compensation Philosophy

We believe that a compensation program which promotes our ability to attract, retain and motivate outstanding executives will help us meet our long-range objectives, thereby serving the interests of the Company’s shareholders. Our executive officer compensation program is designed to achieve thesethe following objectives:

In developing compensation plans for our executive officers, we have taken note of and considered compensation paid by our competitors, but historically we have not performed systematic reviews of competitors’ compensation policies nor engaged in benchmarking of executive compensation. Consequently, information about competitors’ specific compensation policies has not been a primary consideration in forming our compensation policies and decisions. As with many other U.S. technology companies, we traditionally have emphasized the use of stock options and individualized bonus plans in compensating and motivating our executives. We have found that the value of these compensation components is difficult to measure, and therefore comparing them in an objective way to similar arrangements developed by other companies, including competitors, has been of limited value.

9

Elements of Compensation

General.    We have selected and have structured the components of our executive officer compensation in order to achieve our objectives of attracting, retaining and motivating such officers. We consider these components – salary, bonus plan, stock options, and personal benefits such as insurance and retirement plans – together to achieve a balanced compensation package that addresses the above objectives, and separately in order to evaluate their reasonableness. Taken as a whole, we believe that these elements of our compensation structure reward past performance and provide appropriate motivation to achieve both long- and short-term objectives that benefit shareholders.

In our approach to executive compensation we generally have emphasized bonus plans and stock options, as we believe those components have the greatest potential for directly aligning the future interests of executive officers with those of shareholders. We also believe that our practice of emphasizing stock option grants, which we have followed over a long period, has helped to motivate our executives to develop strategies that further our long-term interests. We intend for our executive bonus plans to motivate executive officers over a shorter term, based upon achieving operating results that enhance shareholder value without taking undue business risks. In reviewing salaries of executive officers, we consider the executive’s previous salary level in light of prior year performance, rate of inflation and trends in executive compensation among our competitors. In selecting insurance and retirement plans, we have taken into account the needs of our entire workforce, on the principle that these kinds of plans are most effective and most valued if they are made available across all levels of compensation within the Company.

Base Salaries.We establish the salaries of our named executive officers at levels that we believe are, when viewed in conjunction with their potential bonus income and stock option grants, competitive and reasonable in light of their experience, prior performance and level of responsibility. The Committee reviews and establishes the salary of our Chief Executive Officer, while the Chief Executive Officer reviews and establishes the salaries of our other officers, including the named executive officers, except thatwith input from the compensation committee of the Logility Board of Directors establishes the salary of the chief executive officer of Logility, J. Michael Edenfield, who also is a named executive officer of the Company.Committee.

Salaries of our named executive officers in fiscal 20082011 are shown in the “Salary” column of the Summary Compensation Table, below.

Incentive Compensation.    Each of our named executive officers has a bonus plan established during the first quarter of a fiscal year, covering that fiscal year. The Committee establishes the bonus plan for our Chief Executive Officer. Our Chief Executive Officer, after consulting with the Committee, establishes the bonus plans for our other officers, including the other named executive officers, except that the compensation committee of the Logility Board of Directors establishes the bonus plan for the chief executive officer of Logility, J. Michael Edenfield.officers. In each case, the bonus plan is customized for the individual executive officer. We use these bonus plans, in tandem with stock option grants, as tools to attract and retain qualified executives while at the same time aligning their interests with those of our shareholders. To accomplish this, we establish bonus plans with attainable goals, using formulas tied to important factors that positively affect return on investment.

The following summarizes the incentive compensation arrangements for the named executive officers in the fiscal years ended April 30, 20082011 and 2009:2012:

James C. Edenfield.    From May 1, 1983 through April 30, 1995, the compensation of James C. Edenfield, President��   In both fiscal 2011 and Chief Executive Officer of the Company, was determined under an employment contract entered into by him and the Company on January 17, 1983, as subsequently amended. The contract expired at the end of fiscal 1995, but his compensation has continued to be determined on substantially the same basis after that time. The original contract provided for an annual base salary of $434,500, payable monthly, plus expenses and normal employee fringe benefits. In fiscal 2008,2012, Mr. Edenfield’s salary was maintained at $512,500. For both fiscal 2009,years, the Committee hasalso decided to continue the existing salary level of $512,500. In addition, Mr. Edenfield’s original employment contract provided for an annual bonus ofarrangement, which provides for a bonus equal to 5% of the increase of eachthe fiscal year’s pre-tax earnings over the pre-tax earnings of the preceding fiscal year. The Committee determined that the same bonus terms would continue for fiscal 2008 and fiscal 2009. For fiscal 2008,2011, Mr. Edenfield did not receivereceived a bonus.bonus equal to $92,304 under this formula.

7

J. Michael Edenfield.    For fiscal 2008,2011, the compensation committee of the Logility Board of DirectorsCommittee established Mr.J. Michael Edenfield’s base salary at $286,000 and approved certain perquisites,$311,000, as set forth in the Summary Compensation Table, below. The committeeCommittee also establisheddetermined that he would have the opportunity to receive a bonus targeted at $370,000 based upon Logility achieving a specified target level of operating income, with ano limitation on the maximum potential bonus of $600,000.bonus. For fiscal 2008,2011, Mr. Edenfield did not receivereceived a bonus as Logility, did not achieve the required operating income level. equal to $415,390 under this formula.

10

For fiscal 2009, the compensation committee2012, Company has established an incentive compensation plan for Mr.J. Michael Edenfield similar to the plan in effect for fiscal 2008.2011. His salary has been increased to $320,000, an increase of approximately 3% over the previous year salary, which is consistent with the average increase in Company employee salaries. The potential bonus again is targeted at $370,000,$390,000, an increase of $20,000 over the previous three years, based upon Logility achieving the specified target level of operating income, with aincome. There is no limitation on the maximum potential bonus amount for fiscal 2012. The level of $600,000.operating income required to achieve the bonus target is approximately 37.3% higher than the corresponding target in fiscal 2011, and believed to be substantially more difficult to achieve than the operating income achieved by Logility in fiscal 2011. Mr. Edenfield will not receive an incentive bonus for 20092012 unless Logility attains at least 84%approximately 83% of the operating income bonus target. If that level is reached, the minimum bonus will be $100,000,$130,000, with the actual incentive bonus being pro rated between $100,000$130,000 and $370,000$390,000 depending on the level of actual operating income between the minimum and the target level. If actual operating income exceeds the operating income bonus target, the bonus amount will be equal to actual operating income divided by the operating earnings bonus target amount, multiplied by $370,000. $390,000.

The above incentive plan reflects the committee’sour belief that incentive compensation plans should provide for a minimum bonus if Logilitythe business area for which the executive has responsibility achieves operating results that are reasonably attainable and a higher bonus if operating results reach exceptional levels. Our policy is to not provide guidance or projections as to future earnings or revenues. Accordingly, without providing any such specific guidance or projections, we believe that for Logility to achieve the results necessary for J. Michael Edenfield to reach the targeted bonus will require a level of profitability in our Logility subsidiary that would substantially exceed our expectations of Logility’s profitability in the current economic climate.

Vincent C. Klinges.    For fiscal 2008,2011, Mr. Klinges receivedwas eligible to receive a bonus equal to 2.25% of the increase in our operating income of the Company in fiscal 20082011 over fiscal 2007,2010, excluding stock option-related expenses, with a maximum bonus of $75,000$100,000 and a minimum bonus of $9,000,$10,000, provided that he remained with the Company on June 30, 2008.2011. For fiscal 2008,2011, Mr. Klinges received a bonus of $9,000.$33,408. For fiscal 2009, his2012, Mr. Klinges is eligible to receive a bonus arrangement remainsequal to 2.5% of the same, except that theincrease in our operating income in fiscal 2012 over fiscal 2011, excluding stock option-related expenses, with a maximum bonus is increased to $85,000of $125,000 and thea minimum bonus is increased to $10,000. His continuation requirement for bonus eligibility isof $10,000, provided that he remains with the Company on June 30, 2009.2012. Mr. Klinges’ salary has been increased by $10,000 to $198,000$219,000 for fiscal 2009.2012, an increase of approximately 4.8% over the previous year salary. In addition, in June 2011, Mr. Klinges was awarded a discretionary bonus of $10,000 related to his efforts in fiscal 2011.

Jeffrey W. CoombsJames R. McGuone.    For fiscal 2008,2011, Mr. Coombs hadMcGuone was eligible to receive a bonus arrangement based upon the operating performanceequal to 1% of the ERP Divisionincrease in our operating income in fiscal 2011 over fiscal 2010, with a maximum bonus of $50,000, provided that he remained with the Company measured by increases in its total revenue, license fees and contribution to operating income.on June 30, 2011. For fiscal 2008,2011, Mr. CoombsMcGuone received a bonus of $9,000.$10,404. For fiscal 2009, his2012, Mr. McGuone is eligible to receive a bonus arrangement is similar, with increased bonus amounts relativeequal to percentage increases in performance criteria, an1.5% of the increase in theour operating income in fiscal 2012 over fiscal 2011, with a maximum bonus level to $70,000 and an increase inof $100,000, provided that he remains with the minimum bonus to $10,000. His continuation requirement for bonus eligibility isCompany on June 30, 2009.2012. Mr. Coombs’McGuone’s salary has been increased by $10,000 to $199,948$193,996 for fiscal 2009.2012, an increase of approximately 5.4% over the previous year salary.

Bonuses paid to our named executive officers in fiscal 20082011 are shown in the “Bonuses” column of the Summary Compensation Table, below.

Stock Option Plans.Plans

.    The Committee, which is responsible for grants of stock options to the named executive officers, believes that granting stock options to executive officers is an effective means to reward them for their prior performance, to serve as an incentive for promotion of Company profitability and other long-term objectives, and to maintain their overall compensation at competitive levels. Thus, option grants reflect both a retrospective and prospective approach to executive compensation. As compared to executive bonus plans, stock options address longer term compensation and incentives. To establish option grant levels, the Committee has

monitored developments and trends among publicly held technology companies regarding equity and non-equity based incentive compensation. The Committee continues to believe that stock options represent the most efficient and effective means for the Company to achieve the compensatory and incentive objectives referred to above.

11

The Committee typically grants stock options to executive officers once annually, typicallyusually during the month of June or July, while the salary and bonus plans for executives are being considered and finalized. The option exercise prices are fixed as of the close of trading of Class A shares on Nasdaq on the date on which the

8

Committee meets or acts to finalize its option decisions, which is the date of grant. Options granted to executives during the past several years have terms of six years and vest ratably over a five-year period. We expect this practice to continue.

The Committee did not undertake a quantitative analysis in determining the levels of stock option grants to named executive officers for the 2011 or 2012 fiscal years. The Committee developed its decisions on stock option grants based on a qualitative analysis considering the following factors:

12

In October 2007,July 2010, consistent with the above factors and objectives, the Compensation Committee granted stock options to the named executive officers in the following amounts: James C. Edenfield – 100,000 shares; J. Michael Edenfield – 80,000 shares; Vincent C. Klinges – 50,000 shares; and Jeffrey W. CoombsJames R. McGuone – 20,000 shares.shares

In July 2008,June 2011, the Compensation Committee, after again considering the above factors and objectives, granted stock options to the named executive officers in the following amounts: J. Michael Edenfield – 120,000 shares; James C. Edenfield – 100,000 shares; J. Michael Edenfield – 80,00060,000 shares; Vincent C. Klinges – 50,000 shares; and Jeffrey W. CoombsJames R. McGuone – 20,000 shares.

Personal Benefits and Perquisites.    We provide a variety of health, retirement and other benefits to all employees. Our executive officers are eligible to participate in the benefit plans on the same basis as all other employees. These benefit plans include medical, dental, life and disability insurance. Our Chief Executive Officer, James C. Edenfield, receives the use of an automobile owned by the Company and we also pay the cost of two club memberships for him. J. Michael Edenfield, our Executive Vice President and Chief Operating Officer and the Chief Executive Officer of Logility, receives an automobile allowance and is reimbursed for the cost of one club membership. Otherwise, our executive officers do not receive any personal benefits or perquisites that are not available on a non-discriminatory basis to all employees except for limited supplemental insurance expense reimbursement and except for perquisites that the compensation committee of the Logility Board of Directors has approved for J. Michael Edenfield.employees. The perquisites of the named executive officers in fiscal 20082011 were as set forth in the “All Other Compensation” column and footnote 2 to the Summary Compensation Table, below.

Pension Benefits.    We do not provide pension benefit plans to our employees or to our named executive officers.

Non-Qualified Defined Contribution or Other Non-Qualified Deferred Compensation Plans.    We do not provide non-qualified contribution plans or other non-qualified deferred compensation options to any of our employees, or toincluding our named executive officers.

Stock Purchase Plan.We formerly had in place a stock purchase plan for our employees, providing to them an opportunity to acquire our shares at a discount to market prices. We discontinued this plan several years ago after concluding that the cost of maintaining and accounting for such a plan exceeded the benefit that we perceived our employees gained from such a plan.

Impact of Regulatory Requirements

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally disallows a tax deduction to a public company for compensation in excess of $1 million paid to the company’s chief executive officer and any other executive officer required to be reported to its stockholdersshareholders under the Securities Exchange Act of 1934 (the “Exchange Act”) by reason of such executive officer being one of the four most highly compensated executive officers. However, qualifying performance-based compensation is not subject to the deduction limitation if certain requirements are met. Section 409A of the Code provides for certain requirements that a plan that provides for the deferral of compensation must meet, including requirements relating to when payments under such a plan may be made, acceleration of benefits, and the timing of elections under such a plan. Failure to satisfy these requirements will generally lead to an accelerated of timing of inclusion in income of deferred compensation, as well as certain penalties and interest.

Although we consider the tax implications of Section 162(m) and Section 409A of the Code, we do not have a formal policy in place requiring that part or all compensation must qualify under these sections,this section, in order to preserve flexibility with respect to the design of our compensation programs.

9

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the Committee’s review and discussions with management, has recommended to the full Board of Directors that the Compensation Discussion and Analysis be included in the our annual reportAnnual Report on Form 10-K for the year ended April 30, 2008,2011, as well as the Proxy Statement for the 20082011 Annual Meeting.

13

Respectfully submitted by the Compensation Committee of the Board of Directors

John J. Jarvis PhD. (Chairman)

Thomas L. Newberry PhD.

Compensation Policies and Risk

We do not believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on the Company. We are aware that incentive compensation arrangements can be structured in such a way as to encourage undue risk-taking by executives, who make decisions that tend to maximize short-term compensation at the expense of the long-term interests of the enterprise. We believe that in the past our incentive compensation plans have motivated management to act in ways that are consistent with the long-term interests of our shareholders: promoting growth while maintaining substantial cash reserves, avoiding debt, managing expenses and carefully evaluating potential acquisitions. We have structured current incentive compensation arrangements for executive officers in a manner consistent with past practices, and believe that those arrangements contribute to our long-term goals without encouraging undue risk-taking.

Compensation Committee Interlocks and Insider Participation

Dr. Jarvis and Dr. Newberry have been selected by the Board of Directors to serve on the Compensation Committee. NeitherSince the beginning of fiscal 2011, neither member of the Committee washas been an officer or employee of the Company or had any relationship with the Company requiring disclosure under Securities and Exchange Commission regulations. Dr. Newberry was an officer of the Company until 1989 and since that time has served as Board Chairman.

14

Summary Compensation Table

The following table reflects compensation paid to the Company’s Chief Executive Officer, Chief Financial Officer and each of the other executive officers of the Company (referred to herein as the(the “named executive officers”) for fiscal 20072009, fiscal 2010 and fiscal 2008.2011.

10

SEC reporting purposes.

Employment Agreements

We do not have formal employment contracts with our executive officers covering compensation matters. Accordingly, we set their compensation annually, under compensation plans individualized for each executive officer.

Change of Control Agreements

We do not have contracts that provide for compensation of our executive officers, or any of our other employees, that are triggered by change of control events. StockHowever, a change of control may accelerate the vesting of stock option grants to our employees do, however, include provisions that cause the vesting of those options to be accelerated in the event of a change of control, as defined in the applicableunder our stock option plan.plans.

15

Stock Options

Stock Option Plans

We haveAs of April 30, 2011, we had outstanding stock options granted under threefour stock option plans. We adopted the 1991 Employee Stock Option Plan (the “Employee Option Plan”) and the Directors and Officers Stock Option Plan (the “Directors and Officers Option Plan”) in 1991. These Plans terminated effective September 1, 2000 when we replaced them with theThe 2001 Stock Option Plan (the “2001 Option Plan”). Options was adopted in 2001 and terminated effective May 16, 2010. Any options outstanding under the Employee Option Plan and the Directors and Officers Option2001 Plan remain in effect, but since the termination of these plansthis plan we have not been able to grant new options under them.it. All directors of the Company and employees of the Company and its subsidiaries, totaling 315302 persons as of April 30, 2008,2011, are eligible to participate in the 2001 Option2011 Equity Compensation Plan. We also have outstanding options granted under the Logility, Inc. 1997 Stock Plan and the Logility, Inc. 2007 Stock Plan (the “Logility Plans”). The following sections describe these three stock option plans.

1991 Employee Stock Option Plan.    We designed this Plan to provide additional incentives to increase employees’ efforts on our behalf and remain in our employ. We selected participants from key personnel, but no director, officer or 10% shareholder of the Company was eligible to participate. These options are exercisable at any time within the option period, but no more than ten years from the grant date. As of April 30, 2008, there were outstanding under this Plan options to purchase 329,095 Class A shares.

Directors and Officers Stock Option Plan.    We designed this Plan to provide our directors and officers and those of our subsidiaries with additional incentives to increase their efforts on our behalf and, for employees, to remain in our employ. We selected participants from among the directors and officers of the Company or a subsidiary. We determined the number of options granted under this Plan to officers on a case by case basis. The option prices for officer option grants were equal to the closing market price of the shares

11

on the grant dates and became exercisable over a four-year period from the grant date. Each non-employee member of our Board of Directors received an automatic grant of nonqualified stock options to purchase 5,000 shares on April 30 and October 31 of each year. The option prices for director option grants were equal to the closing market price of the shares on the grant dates and were exercisable one year after grant. Once vested, these options are exercisable at any time within the option period, but no more than ten years from the date of grant. As of April 30, 2008 there were outstanding under this Plan options to purchase 250,000 Class A shares.

2001 Stock Option Plan.    The 2001 Stock Option PlanThis plan became effective September 1, 2000, and was amended in 20072008 and 2009 to increase the number of authorized shares. We designed this Planplan to attract and retain the best available talent and encourage the highest level of performance by officers, employees, directors, advisors and consultants, and to provide them with incentives to put forth maximum efforts for the success of our business. We grantgranted options to purchase Class A shares under this Planplan in the form of incentive stock options and non-qualified stock options. We determinedetermined the number of options we grantgranted under this Planplan on an individual basis, except with respect to non-employee directors, who receivereceived grants of non-qualified options to purchase 5,000 shares upon election and 3,000 shares at the end of each fiscal quarter. The price of each grant iswas equal to the closing market price of the shares on the date of grant. As of the close of business on June 30, 2008, the market value of Class A shares was $5.64 per share.

In February 2005, the Board reduced the duration of standard stock option grants from ten years to six years, both for employee stock options and stock options granted to non-employee directors. At that time, the option vesting schedule was increased, in general, from four to five years. Stock options we grantgranted to a person who ownsowned 10% or more of the combined voting power of all classes of capital stock of the Company at the time of grant arewere limited to a five-year term (with a four-year vesting schedule) if the option is to bewas classified as an incentive stock option. In the event of a change in control, all options automatically become fully vested.

We have authorized a total of 4,375,000 Class A shares for issuance pursuant to options granted under this Plan. As of April 30, 2008,2011, under this Planplan option holders had exercised 1,633,5762,206,969 option shares, there were 2,338,0762,869,798 option shares outstanding, and 403,348no shares remained available for stock option grants. The 2001 StockPlan expired on May 16, 2010. Accordingly, no stock options have been granted after that date under this plan.

Logility Plans.    On June 29, 2009 we successfully completed our tender offer to acquire all of the outstanding shares of common stock of Logility, Inc. that we did not previously own, followed by the merger of Logility, Inc. with our wholly-owned subsidiary, ASI Acquisition, Inc., effective July 9, 2009 (the “Merger Date”). Immediately prior to the commencement of the tender offer, there were outstanding options to purchase 600,000 shares of Logility common stock (“Logility Options”) granted under the Logility Plans. Prior to the Merger Date, 374,000 of the Logility Options were exercised, leaving Logility Options to purchase 226,000 shares. The Logility Options had been granted over the ten years prior to the Merger Date and had a variety of exercise prices. All of the remaining Logility Options except options to purchase 6,788 shares of Logility stock were fully vested or by their terms became fully vested upon the effectiveness of the merger.

Effective as of the Merger Date, we adopted the Logility Plans as equity plans of American Software, and each outstanding Logility Option was converted into an option to purchase our Class A shares (“Replacement Options”). As of April 30, 2011, the Replacement Options provided in the aggregate for the purchase of 252,506 Class A shares. The Replacement Options are held by eight employees and three former independent directors of Logility, Inc. No additional options will be granted under the Logility Plans. Accordingly, any shares that are subject to Replacement Options that are terminated, expire unexercised, are forfeited or are surrendered will not be available for issuance of new stock options. While the Logility Plans provide for the granting of stock appreciation rights, no stock appreciation rights have been granted and none will be granted in the future.

16

2011 Equity Compensation Plan. The 2011 Equity Compensation Plan is proposedbecame effective on August 16, 2010. We have authorized a total of 2,500,000 Class A shares and 500,000 stock appreciation rights for issuance pursuant to be amendedoptions granted under this plan. As of April 30, 2011, under this plan option holders had exercised no option shares, there were 710,357 option shares outstanding, and is more fully described in “Proposal 2: Amendment of 2001 Stock Option Plan,” below.1,789,643 shares remained available for stock option grants.

Stock Option Committees.    

Two separate committees administer the 2001 Stock Option Plan:our stock option plans: (i) the Special Stock Option Committee (comprised of John J. Jarvis and Thomas L. Newberry, as members of the Compensation Committee) is responsible for option grants to officers and directors, and (ii) the Stock Option Committee (comprised of Mr.James C. Edenfield and Thomas L. Newberry) is responsible for other option grants. The members of these Committees are not eligible to participate in the portion of the Planplan that they administer, except pursuant to the formula option grant program for non-employee directors. Under the Plan,plans, the functions of these Committeescommittees are to grant options and establish the terms of those options, as well as to construe and interpret the Planplans and adopt rules in connection with options that the particular committee grants. Except for the 2011 Equity Compensation Plan, the function of these committees is limited to continuing and interpreting the plans.

12

Fiscal 20082011 Grants of Stock Options

The following table discloses the potential payouts under the stock options awarded to the named executive officers forduring the fiscal year ended April 30, 2008.2011.

13

20082011 Outstanding Equity Awards at Fiscal Year-End

The table below discloses outstanding exercisable and unexercisable stock options outstanding as of April 30, 20082011 for the named executive officers.

14

18

20082011 Option Exercises and Stock Vested

The following table sets forth the actual value received by the named executive officers upon the exercise of stock options in fiscal 2008.2011.

15

DIRECTOR COMPENSATION

During fiscal 2008,2011, the Company compensated Dr. Newberry, the Chairman of the Board, at the rate of $18,000 per annum, and other Directorsdirectors who are not employed by the Company at the rate of $12,000 per annum, plus $600 for each half-day or $1,200 for each full day meeting of the Board of Directors or any committee of the Board that they attended. For fiscal 2012, annual compensation has been increased to $24,000 for the Chairman and $15,000 for each non-employee director, and the Chairmen of the Audit and Compensation Committees will each receive an additional $2,000; compensation for meeting attendance has not changed.

Directors are eligible to receive stock option grants under the Company’s 2001 Stock Option2011 Equity Compensation Plan. UnderBy resolution of the terms of that Plan,Board, newly-elected Directorsdirectors who are not employed by the Company automatically receive stock option grants of 5,000 shares each upon their initial election and 3,000 shares each as of the end of each fiscal quarter, with an exercise pricesprice equal to the closing market price on the datesdate of each such grants.grant. These options become exercisable one year after the date of grant and expire six years after the date of grant (ten years for options granted prior to March 2005).grant. They do not terminate if the director ceases to serve on the Board of the Company after the options becomebecame exercisable. Under this program, W. Dennis Hogue, John J. Jarvis, James B. Miller, Jr., Thomas L. Newberry and Thomas L. Newberry, V each received option grants totaling 12,000 shares in fiscal 2008.2011.

The following table provides compensation information for non-employee members of our Board for the fiscal year ended April 30, 2008.2011.

CERTAIN TRANSACTIONS

The Company and Logility have previously entered into various agreements (the “Intercompany Agreements”), includingDuring fiscal 2011, we were not a Services Agreement,party to any transactions involving amounts in excess of $120,000 in which any related person had a Facilities Agreement and a Tax Sharing Agreement. The Intercompany Agreementsdirect or indirect interest.

20

PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are furtherrequesting our shareholders to approve, on an advisory basis, the compensation of our executive officers, each of whom is named in the Summary Compensation Table, as described in the “Compensation Discussion and Analysis” and disclosed in the Summary Compensation Table and related compensation tables and narrative discussion presented under “Executive Compensation” in this Proxy Statement.

Our executive compensation program has been designed to attract, retain and motivate our executive team by providing competitive compensation within our market. We believe that our executive compensation program provides an appropriate balance between salary and “at-risk” forms of incentive compensation, as well as a mix of incentives that encourage our executives to focus on both long- and short-term objectives without encouraging inappropriate risks to achieve performance.

As an advisory vote, this proposal is not binding on the Company. However, our Compensation Committee and our Board of Directors value the opinions of our shareholders expressed through your vote on this proposal and will consider the outcome of this vote in making future compensation decisions for our executive officers.

Accordingly, we will present the following resolution for vote at our 2011 Annual Meeting of Shareholders:

“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s Annual Reportnamed executive officers, as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related tables and narrative discussion set forth in the Proxy Statement.”

The proposal to approve, on Form 10-Kan advisory basis, the compensation of our executive officers requires the affirmative vote of the majority of the shares represented in person or by proxy at the annual meeting and entitled to vote on the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE FOREGOING RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THIS PROXY STATEMENT.Each proxy solicited on behalf of our Board of Directors will be voted FOR the approval of the compensation of our named executive officers unless the shareholder instructs otherwise in the proxy.

21

PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTING ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are also asking that shareholders vote, on an advisory basis, on how frequently we present a request for an advisory vote on the compensation of our executive officers. Shareholders will be able to cast their votes on whether we present the advisory vote on our executive compensation every one year, every two years, or every three years.

We recognize that there are advantages and disadvantages to each of these options for the frequency of an advisory vote on executive compensation, and we are recommending that our shareholders select a frequency of every one year for the advisory vote on the compensation of our executive officers. Although the Board of Directors recommends a vote every year, shareholders will be able to specify one of the three choices set forth above or they may abstain from voting on this proposal. Shareholders are not voting to approve or disapprove the Board’s recommendation.

The Board of Directors will consider the frequency choice receiving the highest number of votes cast as the shareholders’ preferred choice for the frequency of advisory voting on the compensation of our named executive officers. Although, as an advisory vote, this proposal is not binding upon the Company or the Board of Directors, we value the opinions of our shareholders, and therefore the Board will carefully consider the shareholder vote on this proposal, along with all other expressions of shareholder views it receives on this matter.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE, ON AN ADVISORY BASIS, FOR A FREQUENCY OF “1 YEAR” FOR ADVISORY VOTING ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. Each proxy solicited on behalf of our Board of Directors will be voted for “1 YEAR” for the frequency of future votes to approve the compensation of our named executive officers unless the shareholder instructs otherwise in the proxy.

22

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors, upon the recommendation of the Audit Committee, has appointed KPMG LLP (“KPMG”) to serve as its independent registered public accounting firm for the fiscal year ending April 30, 2012. KPMG acted in such capacity during the fiscal year ended April 30, 2008, filed with the Securities and Exchange Commission. In fiscal 2008, Logility paid the following amounts2011. This appointment is being presented to the shareholders for ratification. Although the Company underis not required to obtain shareholder ratification, the termsCompany has elected to do so in order to provide the shareholders with an opportunity to participate in this decision. In the event that the shareholders do not ratify the appointment of KPMG as the independent registered public accounting firm of the Intercompany Agreements: Services Agreement— $1,233,953, and Facilities Agreement—$427,846. Under the Tax Sharing Agreement, the Company, accrued a receivable of $909,454 and received a payment of $1.76 million from Logility during fiscal 2008.

As a result of the various transactions between the Company and Logility, amounts payable to and receivable from Logility arise from time to time. On April 30, 2008, there was a receivable from Logility in the amount of $638,139.

16

PROPOSAL 2: AMENDMENT OF 2001 STOCK OPTION PLAN

General

On June 30, 2008, the Board of Directors approved, subjectwill consider the retention of another independent registered public accounting firm.

The Company expects that representatives of KPMG will attend the Annual Meeting of Shareholders. These representatives will be available to shareholder approval, an amendmentrespond to appropriate questions raised orally and will be given the American Software, Inc. 2001 Stock Plan (the “Plan”) that would increaseopportunity to make a statement if they so desire.

During the number of shares of Common Stock that may be subject to options granted under the Plan by 900,000 shares, from 4,375,000 shares to 5,275,000 shares.

Under the Plan,fiscal year ended April 30, 2011, the Company may grant optionsengaged KPMG to executive officers or other key employeesprovide certain audit services, including the audit of the annual financial statements, quarterly reviews of the financial statements included in our Quarterly Reports on Form 10-Q, services performed in connection with filing this Proxy Statement and the Annual Report on Form 10-K by the Company orwith the SEC, attendance at meetings with the Audit Committee and consultation on matters relating to accounting, tax and financial reporting. KPMG has acted as independent registered public accounting firm for the Company since 1983. Neither KPMG nor any subsidiary, advisors or consultantsof its associates has any relationship to the Company or any subsidiary, or members of the Board of Directors. Option grants may beits subsidiaries except in the form of Nonexempt Grants, which may not necessarily comply with the requirements of Rule 16b-3 of the Securities Exchange Act of 1934 (“Rule 16b-3”), or Exempt Grants, which are intended to comply with the requirements of Rule 16b-3. Option grants to directors and to officers who are subject to Section 16 of the Securities Exchange Act of 1934 are intended to comply with the requirements of Rule 16b-3.

Options may be either incentive stock options or nonqualified stock options. The number of options granted is determined by the particular committee that administers such grants. See “Administration,” below. Option grants to nonemployee directors can only be nonqualified stock options, the number of which is fixed by the Planits capacity as follows: each nonemployee director who is newly elected or appointed subsequent to the date on which the Plan became effective is granted an option to purchase 5,000 shares of Common Stock upon his or her election or appointment, and thereafter is granted an option to purchase 3,000 shares of Common Stock as of the last day of each fiscal quarter, beginning on the last day of the first full fiscal quarter following his or her election or appointment.independent registered public accounting firm.

The following summary of the Plan is qualified in its entirety by reference to the full text of the Plan, which governs in the event of any conflict. Copies of the Plan are available from the Company upon written request, to the attention of Pat McManus, Investor Relations, 470 East Paces Ferry Road, Atlanta, Georgia 30305.

Purpose of Plan

The purpose of the Plan is to attract and retain the best available talent and encourage the highest level of performance by officers, employees, directors, advisors and consultants, and to provide them with incentives to put forth maximum efforts for the success of the Company’s business.

Shares Subject to the Plan

Currently, the Class A shares that may be issued under the Plan cannot exceed in the aggregate 4,375,000 shares, subject to adjustment as provided below. Such shares may be shares of original issuance or treasury shares. Any shares that are subject to Stock Options granted under the Plan that are terminated, expire unexercised, are forfeited or are surrendered will again be available for issuance under the Plan.

As of June 30, 2008, 1,633,576 shares have been issued pursuant to the exercise of stock options and 2,337,826 shares were subject to outstanding options, leaving only 403,598 shares available for new options. If approved, the proposed amendment would increase the number of available shares under the Plan to 1,303,598 shares as of June 30, 2008.

The Board or the applicable stock option committee makes or provides for such adjustments in the maximum number of shares, in the number of shares covered by outstanding options granted under the Plan, in the option exercise price applicable to any such options or in the kind of shares covered under the Plan (including shares of another issuer), as the Board or such committee, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of participants that otherwise

17

would result from any stock dividend, stock split, combination, spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase securities or any other corporate transaction or event having an effect similar to any of the foregoing.

Administration

The Plan is administered by the Board of Directors and by the Stock Option Committee and the Special Stock Option Committee. The Special Stock Option Committee, composed of nonemployee directors, is responsible for the administration and granting of stock options to executive officers of the Company. The Stock Option Committee, consisting of other directors of the Company, is responsible for the administration and granting of stock options to other employees and eligible persons. The Stock Option Committee is composed of James C. Edenfield and Thomas L. Newberry. The Special Stock Option Committee is composed of John J. Jarvis and Thomas L. Newberry.

Eligibility

All Directors and employees (315 persons as of April 30, 2008) are eligible to participate in the Plan. Additionally, advisors and consultantsfees billed to the Company may be eligibleby KPMG for option grants, if deemed appropriate byservices rendered during fiscal 2011 and fiscal 2010, including fees billed in connection with services rendered to Logility, Inc., are summarized below:

Audit Fees.    Fees for audit services totaled approximately $582,500 in fiscal 2011 and approximately $619,000 in fiscal 2010, including fees associated with the Stock Option Committee.annual audit and the reviews of financial statements in Quarterly Reports on Form 10-Q, including Sarbanes Oxley 404 audit fees.

Exercise PriceAudit Related Fees.    Fees for audit related services totaled zero in fiscal 2011 and fiscal 2010.

The exercise price per share of any option granted under the Plan is set in each case by the respective Committee that administers the Plan or by the entire Board. For incentive stock options granted under the Plan, the exercise price must be at least 100% of the fair market value of Common Stock on the date of grant (110%Tax Fees.    There were no fees for 10% stockholders). For nonqualified stock options granted under the Plan, the exercise price may be less than the fair market value per share on the date upon which the option is granted. For option grants to Nonemployee Directors, which may be only nonqualified stock options, the exercise price per share shall not be less than 100% of the market value of the Company’s Common Stock on the date of grant. As of the close of business on June 30, 2008, the market value of Common Stock was $5.64 per share.

Terms of Options

The terms of individual option grants are determined by the particular Board committee granting the option, as discussed above in “Administration”. If the committees continue their current practices, options granted pursuant to the Plan generally will expire on the sixth anniversary of the grant datetax services, including tax compliance, tax advice and will become exercisable in equal portions over a five-year period (other than options granted to non-employee directors, which vest one year following the date of grant).

Exercise of Options

Options granted pursuant to the Plan are exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee that administers the option and as set forth in the option grant agreement relating to the options being exercised. The option plan agreement may specify whether the option price may be paid by the participant (i) in full by payment of cash or check acceptabletax planning, billed to the Company equal toby KPMG in fiscal 2011 or in fiscal 2010.

All Other Fees.    The Company’s independent registered public accounting firm did not receive fees for other services not described above in fiscal 2011 or in fiscal 2010.

During fiscal 2011, KPMG did not utilize any leased personnel in connection with the exercise priceaudit.

In accordance with the rules of Nasdaq and any required tax withholding payment; (ii) by the transfer toSEC, the Company of shares of Company stock owned by the participant for at least six months, having an aggregate fair market value per share at the date of exercise equal to the aggregate option price (except at a time when the Company is prohibited from purchasing or acquiring its own shares); or (iii) by a combination of such methods of payment. In the absence of specification, only the payment method in clause (i) will be permitted. Any option agreement may provide for deferred payment from the proceeds of sale through a bank or broker of some of allapproval of the shares to which such exercise relates.

18

Non-Transferability of Options

An option granted underAudit Committee is required for all independent audit engagement fees and terms and all permitted non-audit engagements (including the Plan is not transferable other than by will orfees and terms thereof) that the applicable laws of descent and distribution. Duringindependent registered public accounting firm performs for the lifetime of a participant, options may be exercised only by such participant or his guardian or legal representative.Company.

Death, Disability, Retirement or Termination of Employment

Following a participant’s termination of employment, options held by such person pursuant to the Plan are generally exercisable only with respect to the portions thereof in which the participant is then vested. Under the Plan, upon termination of employment, stock options remain exercisable for three months, or twelve months if termination results from death or disability, but in any event not beyond the original option term.

Change of Control

Currently, option agreements relating to options granted under the Plan generally provide for exercise of the option prior to normal vesting in the event the Company (i) is merged, consolidated or reorganized into or with another company and, as a result, less than two-thirds of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors (“Voting Stock”) of such corporation immediately after such transaction are held in the aggregate by the holders of Voting Stock of the Company immediately prior to such transaction; (ii) sells or transfers all or substantially all of the assets of the Company and as a result of such sale or transfer less than two-thirds of the combined voting power of the then-outstanding Voting Stock immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer; (iii) any person has become the beneficial owner of securities representing 50% or more of the combined voting power of the then-outstanding voting stock of the Company other than by gift or inheritance; or (iv) during any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Company cease to constitute a majority thereof, subject to certain exceptions, including situations where continuing directors approve the addition of new directors.

Tax Consequences

The following is a brief summary of the principal federal income tax consequences of the grant and exercise of an option under the Plan and the subsequent disposition of shares of Common Stock acquired upon such exercise. Under the Plan, at the time of grant the respective Committee designates each option either an incentive stock option or a nonqualified stock option, with differing tax consequences to the participant and to the Company for each type of option.

Nonqualified Options

The grant of a nonqualified option will not result in any immediate tax consequence to the Company or the participant. Upon exercise of a nonqualified option granted under the Plan, the amount by which the fair market value on the date of exercise of the shares received upon such exercise exceeds the option price will be taxed as ordinary income to the participant, and the Company generally will be entitled to a deduction in an equal amount in the year the option is executed. Such amount will not be an item of tax preference to a participant.

Upon the subsequent disposition of shares acquired upon the exercise of an option (“Option Stock”), a participant may realize short-term or long-term capital gain or loss (assuming such shares of Option Stock constitute capital assets in a participant’s hands), depending upon the holding period of such shares of Option Stock, equal to the difference between the selling price and the tax basis of the shares of Option Stock sold. The tax basis for this purpose will equal the sum of the exercise price and the amount of ordinary income realized by the participant as a result of such exercise.

19

Incentive Options

Neither the grant nor the exercise of an incentive stock option will have any immediate tax consequences to the Company or the participant. (However, in calculating income for purposes of computing an individual participant’s alternative minimum tax, the favorable tax treatment generally accorded incentive stock options is not applicable.)

When a participant sells Option Stock received upon the exercise of his incentive stock options, any amount he receives in excess of the option price will be taxed as a long-term capital gain at the maximum applicable tax rate (and any loss will be a long-term capital loss) if he has held his shares for at least two years from the date of granting the option to him and for at least one year after the issuance of such shares to him. If the shares are not held for more than two years from the date of granting the option to him or are not held for more than one year after the issuance of such shares, (i) ordinary income will be realized in the year of the disposition in an amount equal to the difference between the fair market value of the shares on the date the option was exercised and the option price, and (ii) either capital gain or loss will be recognized in an amount equal to the difference between the selling price and the fair market value of the shares on the date the option was exercised. If the selling price is less than the fair market value on the date the option is exercised, but more than the exercise price, (i) ordinary income equal to the difference between the exercise price and the fair market value on the date of exercise is recognized, and (ii) a capital loss equal to the difference between the fair market value on the date of exercise and the sales price results.

The Company is not permitted to take a deduction for federal income tax purposes because of the granting or exercise of any incentive stock option, except to the extent that ordinary income may be realized by a participant on the exercise or sale of Option Stock.

Termination

The 2001 Stock Plan will terminate on May 16, 2010, unless sooner terminated by the Board of Directors. In general, no amendment, discontinuance or termination of the Plan will have any effect on options outstanding thereunder at the time of termination.

Board Recommendation

The Board of Directors believes it is in the best interest of the Company and its shareholders to approveratify the proposed amendment so thatappointment of KPMG as its independent registered public accounting firm for the Company will be able to continue to provide adequate incentives and to attract and retainfiscal year ending April 30, 2012. Approval of this proposal requires the services of competent personnel. Therefore, the Board of Directors recommends to the shareholders the adoption of the proposed amendment to the 2001 Stock Option Plan, increasing the authorized shares under the Plan from 4,375,000 shares to 5,275,000 shares.

The affirmative vote of a majority of the shares in attendancepresent or represented by proxy and entitled to vote at the Shareholders Meeting is required for approval of the amendment.on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG AS ITS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2012.

PROPOSED AMENDMENT TO THE 2001 STOCK OPTION PLAN.

20

AUDIT COMMITTEE REPORT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The following is the Report of the Audit Committee of the Board of Directors of American Software, Inc. for the fiscal year ended April 30, 2008.2011.

The Board of Directors has adopted a written charter for the Audit Committee. As set forth in the charter, the Audit Committee’s job is one of oversight. It is not the duty of the Audit Committee to prepare the financial statements of the Company, to plan or conduct audits, or to determine that the financial statements of the Company are complete and accurate and are in accordance with generally accepted accounting principles. The Company’s management is responsible for preparing the Company’s financial statements and for maintaining internal controls. The independent registered public accounting firm of the Company is responsible for auditing the financial statements and for expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations, and cash flows to the Company in conformity with U.S. generally accepted accounting principles.

In fulfilling its responsibilities with respect to the fiscal year 20082011 audit, the Audit Committee: (1) reviewed and discussed the audited financial statements for the fiscal year ended April 30, 20082011 with Company management and KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm; (2) discussed with KPMG the matters required to be discussed bypursuant to Statement on Auditing Standards No. 114 relating to61, as amended (AICPA, Professional Standards, Vol. 1, AU section 480), as adopted by the conduct ofPublic Company Accounting Oversight Board (PCAOB) in Rule 3200T; and (3) received the audit; (3) reviewed with management the bases for management’s report on internal control over financial reporting, required under Section 404 of the Sarbanes-Oxley Act of 2002 and related rules; and (4) received written disclosuresdisclosure and the letter from KPMG regarding its independence as required by Independence Standards Board No. 1. The Audit Committeethe applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence and discussed with KPMG theits independence of KPMG from the Company.

Based on the Audit Committee’s review of the audited financial statements and discussions with management and KPMG, 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 April 30, 20082011 for filing with the Securities and Exchange Commission.

The Nasdaq listing requirements require audit committees to be composed of not less than three members who are “independent directors,” as that term is defined in the listing requirements. The Audit Committee believes that its members meet the definition of “independent directors” set forth in those rules.

BY THE AUDIT COMMITTEE:By the Audit Committee:

James B. Miller, Jr., Chairman

W. Dennis Hogue

John J. Jarvis

Independent Registered Public Accounting Firm

General.    During the fiscal year ended April 30, 2008, the Company engaged KPMG to provide certain audit services, including the audit of the annual financial statements, quarterly reviews of the financial statements included in our Forms 10-Q, services performed in connection with filing this Proxy Statement and the Annual Report on Form 10-K by the Company with the SEC, attendance at meetings with the Audit Committee and consultation on matters relating to accounting, tax and financial reporting. KPMG has acted as independent registered public accounting firm for the Company since 1983. Neither KPMG nor any of its associates has any relationship to the Company or any of its subsidiaries except in its capacity as independent registered public accounting firm.

21

The Company expects that representatives of KPMG will attend the Annual Meeting of Shareholders. These representatives will be available to respond to appropriate questions raised orally and will be given the opportunity to make a statement if they so desire. The Audit Committee has appointed KPMG as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2009.

Audit Fees and All Other Fees.    The aggregate fees billed to the Company by KPMG for services rendered during fiscal 2008 and fiscal 2007, including fees billed in connection with services rendered to Logility, Inc., are summarized below:

Audit Fees.Fees for audit services totaled approximately $996,000 in fiscal 2008 and approximately $1,051,000 in fiscal 2007, including fees associated with the annual audit and the reviews of financial statements in quarterly reports on Form 10-Q, including Sarbanes Oxley 404 audit fees.

Audit Related Fees.    Fees for audit related services totaled zero in fiscal 2008 and in fiscal 2007.

Tax Fees.    There were no fees for tax services, including tax compliance, tax advice and tax planning, billed to the Company by KPMG in fiscal 2008 or in fiscal 2007.

All Other Fees.    The Company’s independent registered public accounting firm did not receive fees for other services not described above in fiscal 2008 or in fiscal 2007.

During fiscal 2008, KPMG did not utilize any leased personnel in connection with the audit.

In accordance with the rules of Nasdaq and the SEC, the approval of the Audit Committee is required for all independent audit engagement fees and terms and all permitted non-audit engagements (including the fees and terms thereof) that the independent registered public accounting firm performs for the Company. This authority does not extend to engagement fees and terms of engagement with respect to the engagement of an independent registered public accounting firm by its subsidiary, Logility, Inc.

22

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of June 30, 20082011 (unless otherwise indicated), the beneficial ownership of Class A shares and Class B shares by (i) each stockholderperson known to management to own beneficially more than 5% of the outstanding shares of our common stock; and (ii) each current director, each nominee for director, each of our named executive officers, and our executive officers and directors as a group. Unless otherwise noted, (i) we believe that each of the beneficial ownerowners set forth in the table has sole voting and investment power, and (ii) the address of each person listed below is 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305.

25

23

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “Commission”).Commission. Officers, directors and holders of more than 10% of the Class A shares are required under regulations promulgated by the CommissionSEC to furnish the Company with copies of all Section 16(a) forms they file.

Based upon a review by the Company of filings made under Section 16(a) of the Exchange Act and representations from its 10% shareholders, executive officers and directors, all of the reports required to be filed by such persons during fiscal 20082011 were filed on a timely basis, except for reports relatedthat one Form 4 inadvertently was not filed relating to grantsthe exercise by Dr. John J. Jarvis of stock options to four executive officers during the second quarter and a report filed by the Company’s Secretary, James R. McGuone, with respect to a stock option exercise and sale of shares, which were inadvertently filed after the dates on which they were required to be filed.acquire 9,000 Class A shares.

24

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 20092012 Annual Meeting of Shareholders must be forwarded in writing and received at the principal executive offices of the Company no later than March 30, 200929, 2012, directed to the attention of the Secretary, to be considered for inclusion in the Company’s Proxy Statement for that Annual Meeting. Any such proposals must comply in all respects with the rules and regulations of the Securities and Exchange Commission.

26

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not intend to present, and has not been informed that any other person intends to present, any matter for action at the Annual Meeting other than those matters specifically referred to in this Proxy Statement. If other matters properly come before the meeting, it is intended that the holders of the proxies will act with respect thereto in accordance with their best judgment.

The Company will bear the cost of this solicitation of proxies. In addition to solicitation by mail, employees of the Company may solicit proxies by telephone, in writing or in person. The Company may request brokerage houses, nominees, custodians and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and will reimburse such persons for any reasonable expense in forwarding the material.

Copies of the 20082011 Annual Report of the Company are being mailed to shareholders together with this Proxy Statement, proxy card and Notice of Annual Meeting of Shareholders. Additional copies may be obtained from Pat McManus, Investor Relations, 470 East Paces Ferry Road, N.E., Atlanta, Georgia 30305.

A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED APRIL 30, 2008,2011, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS BENEFICIALLY OR OF RECORD AT THE CLOSE OF BUSINESS ON JULY 11, 2008,8, 2011, ON REQUEST TO PAT McMANUS, INVESTOR RELATIONS, 470 EAST PACES FERRY ROAD, N.E., ATLANTA, GEORGIA 30305.

By Order of the Board of Directors,

James R. McGuone, Secretary

Atlanta, Georgia

July 28, 200827, 2011

25

0                        n

ANNUAL MEETING OF SHAREHOLDERS OF

AMERICAN SOFTWARE, INC.

August 18, 2008

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

Please detach along perforated line and mail in the envelope provided.

20330000000000000000 9

081808

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSALS.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE X

1. Election of Class A Directors: Three Class A Directors to be elected:

FOR ALL NOMINEES

WITHHOLD AUTHORITY FOR ALL NOMINEES

FOR ALL EXCEPT

(See instructions below)

NOMINEES:

W. Dennis Hogue

Dr. John J. Jarvis

James B. Miller, Jr.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:

2. Amendment to 2001 Stock Plan. To increase the number of

shares that may be subject to options under the Plan from

4,375,000 shares to 5,275,000 shares.

FOR AGAINST ABSTAIN

THE CLASS A SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED SHAREHOLDER ON THE REVERSE OF THIS PROXY CARD OR, IF NO DIRECTION IS GIVEN, THEY WILL BE VOTED FOR THE ABOVE PROPOSALS. IN THEIR DISCRETION, THE PROXY HOLDERS

ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Shareholder Date: Signature of Shareholder Date:

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

AMERICAN SOFTWARE, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

AUGUST 18, 200822, 2011 AT 12:3:00 NOONP.M.

470 EAST PACES FERRY ROAD, N.E.

ATLANTA, GEORGIA

FOR HOLDERS OF CLASS A COMMON SHARES

The undersigned hereby appoints James C. Edenfield and Thomas L. Newberry, or either of them, attorneys and proxies, each with full power of substitution to vote, in the absence of the other, all Class A Common Shares of AMERICAN SOFTWARE, INC. ( the “Company”) held by the undersigned and entitled to vote at the Annual Meeting of Shareholders to be held at 12:3:00 noonp.m. on August 18, 2008,22, 2011, and at any adjournment or adjournments thereof, in the transaction of such business as may properly come before the meeting, and particularly the proposals stated below, all in accordance with and as more fully described in the accompanying Proxy Statement.

It is understood that this proxy may be revoked at any time insofar as it has not been exercised and that the shares may be voted in person if the undersigned attends the meeting.

(Continued and to be signed on the reverse side.)

14475

ANNUAL MEETING OF SHAREHOLDERS OF

AMERICAN SOFTWARE, INC.

August 22, 2011

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, Proxy Statement and Proxy Card

are available at http://www.rrdezproxy.com/2011/AmericanSoftware/

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

ê  Please detach along perforated line and mail in the envelope provided.  ê

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1, 2 AND 4 AND FOR “1 YEAR” FOR PROPOSAL 3.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x