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:

hhgregg, Inc.

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

HHGREGG, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AUGUST 5, 20093, 2010

You are invited to attend the annual meeting of stockholders (the “Annual Meeting”) of hhgregg, Inc. (the “Company”, “we” or “us”), to be held at 2:00 p.m., local time, on August 5, 2009,3, 2010, at the Company’s principal executive offices, 4151 E. 96^th Street, Indianapolis, IN, 46240. The Annual Meeting is being held for the following purposes:

The Board of Directors has set the close of business on June 15, 2009,14, 2010, as the record date for the determination of stockholders who will be entitled to notice of and voting rights at the Annual Meeting (the “Record Date”).Meeting. The list of stockholders entitled to vote at the Annual Meeting will be available for inspection, as required by the Company’s Bylaws,By-Laws, at the Company’s offices, 4151 E. 96^th Street, Indianapolis, IN, 46240, at least ten days before the Annual Meeting.

By OrderWe are pleased to make our proxy materials available via the Internet, as permitted by the rules adopted by the U.S. Securities and Exchange Commission. We believe this e-proxy process expedites our stockholders’ receipt of proxy materials, lowers the cost of our Annual Meeting, and conserves precious natural resources. On or about June 24, 2010 we mailed our stockholders a Notice of Internet Availability of Proxy Materials, containing instructions on how to access our proxy materials via the Internet, as well as how to obtain a paper copy of the Boardproxy materials. If you received a Notice of Directors,Internet Availability by mail, you will not receive printed proxy materials unless you specifically request them.

/s/ Jeremy J. AguilarWhether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you, after reading this proxy statement, to cast your vote via the Internet or by mail as instructed in the Notice as promptly as possible. You may also request a paper proxy card to submit your vote by mail if you prefer. If you attend the meeting, you may vote in person, even if you previously voted by proxy.

Indianapolis, IN

June 25, 200924, 2010

HHGREGG, INC.

PROXY STATEMENT

TABLE OF CONTENTS

i

HHGREGG, INC.

4151 E. 96^th Street

Indianapolis, IN 46240

PROXY STATEMENT FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Important Notice Regarding Availability of Proxy Materials for Annual Stockholder Meeting to be Held on August 5, 2009.3, 2010.

This Proxy Statement and our Annual Report on Form 10-K, or the Annual Report, for the year ended March 31, 20092010 are available to stockholders on our website atwww.hhgregg.comwww.edocumentview.com/HGG.

Why did Isome stockholders receive these proxy materials?a Notice of Internet Availability of Proxy Materials?

We are providing theseCertain of our stockholders will receive a Notice of Internet Availability of Proxy Materials, or Notice, which was or will be sent to stockholders on or about June 24, 2010, containing information on the availability of our proxy materials on the Internet. Stockholders who received the notice by mail will not receive a printed copy of our proxy materials unless requested in connection with the solicitation bymanner described in the Board of Directors of hhgregg, Inc. (which we referNotice. The Notice explains how to herein as hhgregg, the Company, we, us, or our) of proxies to be voted at our 2009 annual meeting of stockholders (or the Annual Meeting)access and at any adjournment or postponement of the Annual Meeting. Thisreview this Proxy Statement was sent to anyone who owned shares ofand our common stock as of the close of business on June 15, 2009, or the Record Date.2010 Annual Report, and how you may vote by proxy. The Annual Meeting will be held at our corporate headquarters, located at 4151 E. 96^th Street, Indianapolis, IN 46240, on August 5, 2009,3, 2010, at 2:00 p.m., local time. These proxy materials are being mailed to our stockholders on or about June 25, 2009.

What happens at the Annual Meeting?

At the Annual Meeting, our stockholders will vote on the mattersproposals described in this Proxy Statement.Statement, including the election of the eleven nominees named below as directors, the ratification of an amendment to the hhgregg, Inc. 2007 Equity Incentive Plan and the ratification of our independent registered public accountants.

What is a “proxy?”

A proxy is your legal designation giving another person permission to vote the stock you own. The person you designate is called your “proxy,” and the document that designates someone as your proxy is called a “proxy” or “proxy card.” ABy completing your proxy card is included with this Proxy Statement. When you sign theor proxy card, you designate Jerry W. Throgmartin and Dennis L. May as your proxies at our Annual Meeting.

Who is paying for this Proxy Statement and the solicitation of my proxy, and how are proxies solicited?

We will pay the entire cost of soliciting proxies for the Annual Meeting. Our directors, officers and employees may solicit proxies personally or by mail, telephone or other means of communication. In addition, we may request brokerage firms, banks and other custodians, nominees and fiduciaries willto send copies of these proxy materials to the beneficial owners of theour stock held by them. We will reimburse these institutions for the reasonable costs they incur to do so. Though we do not plan to do so now, we may later decide to retain a professional proxy solicitation service. The cost of that service would be paid by hhgregg.us.

Who is entitled to vote?

Only the stockholders of record holders of our common stock at the close of business on June 14, 2010, or the Record Date, will be entitled to vote at the Annual Meeting. The list of stockholders entitled to vote at the Annual Meeting will be available for inspection, as required by our Bylaws,By-Laws, at our corporate offices, located at 4151 E. 96^th Street, Indianapolis, IN 46240, at least ten days before the Annual Meeting.

How many votes do I have?

For each matter to be voted upon, you have one vote for each share of our common stock that you owned as of the close of business on the Record Date. On the Record Date, 32,895,29639,411,457 shares of our common stock were outstanding. You do not have cumulative voting rights.

What is the difference between holding shares as a “stockholder of record?”record” and as a beneficial owner?

If your shares are registered in your name with our transfer agent, National City Bank,Computershare, then you are considered the stockholder of record for those shares. We send proxy materials directly to all stockholders of record.

If your shares are held through a stock broker, bank or other nominee, you are considered the beneficial owner of those shares, even though you are not the stockholder of record. In that case, these proxy materialsthe Notice of Internet Availability of Proxy Materials have been forwarded to you by your stock broker, bank or other nominee (who is actually considered the stockholder of record). As the beneficial owner of shares of our common stock, you have the right to tell your broker, bank or other nominee how to vote using the proxy materials. However, because you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy from the stockholder of record.record and present it to the inspector of elections at the Annual Meeting.

What am I voting on?

You will be voting on:on the following three proposals:

What are the voting recommendations of the Board of Directors?

The Board of Directors recommends that the stockholders voteFOR each Proposal. Unless you indicate otherwise on your proxy card, your proxies will be voted in favor of each Proposal.

Will any other matters be voted on?

The Board of Directors does not intend to present any other matters at the Annual Meeting, nor does the Board know of any other matters that will be brought before our stockholders for a vote at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, your returned proxy gives authority to Jerry W. Throgmartin and Dennis L. May as proxies to vote such matters in their discretion.

How do I vote by proxy?

You may give a proxy to be voted at the Annual Meeting either:

How can I vote my shares in person at the Annual Meeting?

All stockholders of record may vote in person at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you hold your shares through a bank, broker or other nominee, you must obtain a legal proxy from your bank, broker or other nominee and present it to the inspector of elections with your ballot to be able to vote in person at the Annual Meeting.

Can I change or revoke my vote after returningI vote online or return my proxy card?

Any stockholder giving a proxy can revoke it any time before it is exercised by (i) delivering written notice of revocation to the Corporate Secretary of hhgregg at 4151 E. 96^th Street, Indianapolis, IN 46240; (ii) timely delivering a valid, later-dated proxy or a later-dated vote by telephone or via the Internet; or (iii) attending the Annual Meeting and voting in person. If you respond to this solicitation with a valid proxy and do not revoke it before it is exercised, it will be voted as you specified in the proxy.

If your shares are held in street name, you must follow the specific directions provided to you by your bank or broker to change or revoke any instructions you have already provided to your bank or broker.

How many votes must be present to hold the Annual Meeting?

A majority of the shares of our common stock outstanding on the Record Date must be present, either in person or by proxy, for there to be a quorum at the Annual Meeting. On the Record Date, 32,895,29639,411,457 shares of our common stock were outstanding.outstanding and, therefore, 19,705,729 shares must be present, either in person or by proxy, for there to be a quorum at the Annual Meeting. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained. See “ See “HowHow will abstentions and broker non-votes be treated?” in this Proxy Statement for more information.

How many votes are necessary to approve each proposal?

Proposal No. 1: Our directors are elected by a plurality of the votes of shares present at the Annual Meeting, either in person or by proxy. This means that the candidate who receives the most votes for a particular slot will be elected for that slot, whether or not the votes for that candidate represent a majority.

Proposal No. 2: The ratification of the appointmentaction of KPMG, LLP as our independent registered public accounting firmBoard of Directors in amending the hhgregg, Inc. 2007 Equity Incentive Plan to increase the number of shares of common stock authorized for the fiscal year ending March 31, 2010issuance thereunder from 3,000,000 to 6,000,000 requires the affirmative vote of a majority of shares present at the Annual Meeting, either in person or by proxy, and entitled to vote at that meeting.the Annual Meeting.

Proposal No. 3:The ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending March 31, 2011 requires the affirmative vote of a majority of shares present at the Annual Meeting, either in person or by proxy, and entitled to vote at the Annual Meeting.

What is a “broker non-vote”?

If your shares are held in “street name” by a broker, your broker is the stockholder of record; however, the broker is required to vote the shares in accordance with your instructions. If you do not give instructions to your broker, the broker may exercise discretionary voting power to vote your shares with respect to “routine matters,” but not “non-routine” items. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Proposals No. 1 and 2 are “non-routine matters”; accordingly, banks, brokers and other holders of record holding shares for a beneficial owner cannot vote with respect to Proposal No. 1 or Proposal No. 2 unless they receive voting instructions from the beneficial owner.

Proposal No. 13 andProposal No. 2 areis a “routine matters.matter.”

How will abstentions and broker non-votes be treated?

Abstentions will be counted for the purpose of determining the existence of a quorum and will have the same effect as a negative vote on matters other than the election of directors. Only votes “for” or “withheld” are counted in determining whether a plurality has been cast in favor of a director. If a nominee holding shares for a beneficial owner indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter or otherwise does not vote such shares, including, for example, in the case of a broker non-vote, those shares will not be considered present and entitled to vote with respect to that matter, but will be counted for the purpose of determining the existence of a quorum. As a result, a “broker non-vote” will not have an effect on the vote for Proposal No. 1 or Proposal No. 2.

Who will count the votes?

An automated system administered by National City Bank Shareholder Services.Computershare Investor Services will tabulate votes cast by proxy at the Annual Meeting. A representative of hhgregg will be appointed to act as the inspector of elections and tabulate votes cast in person at the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

We willplan to announce preliminary voting results at the Annual Meeting. Additionally, we will publish final voting results in our fiscal 2010 second quartera Current Report on Form 10-Q Report8-K to be filed with the Securities and Exchange Commission, or the SEC.

Do you provide electronic access to the hhgregg Proxy Statement and annual report?Annual Report?

Yes. You may obtain copies of this Proxy Statement and our Annual Report for the year ended March 31, 20092010 by visiting www.hhgregg.com and clicking the “Investor Relations” link. Once you are in the Investor Relations section of our website, click the “SEC Filings” link. You may also obtain a copy of our Annual Report (without exhibits), without charge, by sending a written request to: Investor Relations at hhgregg, Inc., 4151 E. 96^th Street, Indianapolis, IN, 46240. We will provide copies of the exhibits to the Annual Report upon receipt of a request addressed to Investor Relations and payment of a reasonable fee.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name and who do not participate in electronic delivery of proxy materials will receive only one copy of our Notice of Annual Meeting, Proxy Statement and Annual Report, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure willis intended to reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings.

If you received a householdedhouseholding mailing this year and you would like an additional copy of this Proxy Statement or our Annual Report mailed to you, we will deliver a copy promptly upon your request to: Investor

Relations at hhgregg, Inc., 4151 E. 96^th Street, Indianapolis, IN, 46240 or by calling (317) 848-8710 and asking for Investor Relations. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of our Notice of Annual Meeting, Proxy Statement and Annual Report, or if you hold our stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our transfer agent, National City Bank, Dept 5352, Shareholder Services,Computershare, P.O. Box 92301, Cleveland, OH 44193-0900,43078, Providence, RI 02940, telephone: (800) 622-6757.

PROPOSALS SUBMITTED FOR STOCKHOLDER VOTE

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the Annual Meeting, nineeleven directors are to be elected to serve until the next annual meeting of stockholders or until their respective successors are elected and qualified. The number of directors is established by our Board of Directors pursuant to our Bylaws and is currently set at nine.eleven. Our Board of Directors has nominated Mr. Jerry W. Throgmartin, Mr. Dennis L. May, Mr. Lawrence P. Castellani, Mr. Benjamin D. Geiger, Ms. Catherine A. Langham, Mr. John M. Roth, Mr. Charles P. Rullman, Mr. Michael L. Smith, Mr. Peter M. Starrett, Ms. Kathleen C. Tierney and Mr. Darell E. Zink for election as directors. Votes cast pursuant to the enclosedyour proxy will be cast forFOR the election of the nineeleven nominees named below unless authority is withheld. All nominees are currently members of theour Board of Directors. Each nominee has consented to being named in this proxy statementProxy Statement as a nominee and has agreed to serve as a director if elected. If for any reason any nominee shall not be a candidate for election as a director at the Annual Meeting (an event that is not now anticipated), the enclosedyour proxy will be voted for sucha substitute nominee, if any, as shall be designated by theour Board of Directors.

Nominees for Election to our Board of Directors

The following information is furnished with respect to the nineeleven nominees. The Board of Directors has determined that each of the nominees, other than Messrs. Throgmartin and May, are independent directors within the meaning of the New York Stock Exchange, or NYSE, listing standards and the rules and regulations of the SEC.

Jerry W. Throgmartin, 5455, our Chairman and Chief Executive OfficerChairman and a Director, joined our companyus in 1975.1975 and has served as a Director since 1988. He has served as our Executive Chairman since August 2009. From January 2003 until August 2009, he served as our Chairman and Chief Executive Officer since January 2003 and as a Director since 1988.Officer. From 1999 to January 2003 he also served as our President. From 1988 to 1999 he served as our President and Chief Operating Officer. Other positions previously held by Mr. Throgmartin within our companyCompany include store manager, district manager, advertising director and Vice President of Store Operations. Effective immediately after the Annual Meeting, Mr. Throgmartin will resignwas selected to serve as Chief Executive OfficerChairman and will continue withDirector of our Board of Directors due to his extensive experience and depth of knowledge of the Company as Executive Chairman.and the retail industry gained in his 35 years working for the Company.

Dennis L. May, 4142, our President, Chief OperatingExecutive Officer and a Director, joined us in January 1999. He has been our Chief Executive Officer since August 2009. From 1999 to January 2003 he served as the Executive Vice President and Chief Operating Officer and was appointed President and Chief Operating Officer in January 2003. He became a Director in connection with our recapitalization in February 2005. Mr. May joined our companyCompany as part of the acquisition of certain store leases of Sun TV & Appliance, Inc., a retailer of consumer electronics and appliances, where he held the positions of Vice President of Marketing, Executive Vice President and Chief Operating Officer. Effective immediately after the Annual Meeting, Mr. May will becomebrings to our Board of Directors expertise in the Presidentstrategic and Chief Executive Officeroperational aspects of the Company.retail industry that he has gained during his 24 years working in the industry.

Lawrence P. Castellani, 63,64,became a Director in July 2005. From February 2003June 2006 to May 2005,2008, Mr. Castellani served as the Chairmana Director of Advance Auto Parts, Inc., a specialty retailer of auto parts, where he also served as the Chairman from February 2003 to May 2006 and served as its Chief Executive Officer from 2000 until May 2005. Mr. Castellani served as President and Chief Executive Officer of Ahold Support Services in Latin America (a division of Royal Ahold, a supermarket company) from 1998 to 2000, as Executive Vice President of Ahold USA from 1997 through 1998, and as President and Chief Executive Officer of Tops Friendly Markets, a grocery store chain, from 1991 through 1997. Mr. Castellani was selected to serve as a Director on our Board of Directors due to his extensive experience in executive leadership in the retail industry.

Benjamin D. Geiger, 34,35,became a Director in connection with our recapitalization in February 2005. Mr. Geiger joined Freeman Spogli & Co., a private equity investment firm, in 1998 and became a partner in July 2008. From 1996 to 1998, Mr. Geiger was employed by Merrill Lynch & Co. in the Mergers and Acquisitions Group.

Group. Mr. Geiger brings to our Board of Directors experience and insights into strategic expansion opportunities, transactional structuring and debt and equity financing.

Catherine A. Langham, 52, became a Director in February 2010. Ms. Langham is the co-founder, President and Chief Executive Officer of Langham Logistics, Inc., a global freight management company specializing in expedited transportation, warehousing and distribution. Ms. Langham also serves on the boards of directors for The Finish Line, an athletic shoe retailer, and Celadon Group, Inc., a trucking company. Ms. Langham has also served as a director of Marsh Supermarket, Inc. Ms. Langham brings to our Board of Directors extensive experience in logistics and executive leadership gained in her 20 years serving as a leader in the logistics industry and as a member of the board of directors for multiple public companies.

John M. Roth, 50,51,became a Director in connection with our recapitalization in February 2005. Mr. Roth joined Freeman Spogli & Co., a private equity investment firm, in 1988 and became a general partner in 1993. From 1984 to 1988, Mr. Roth was employed by Kidder, Peabody & Co. Incorporated in the Mergers and Acquisitions Group. Mr. Roth serves as a director on the Board of El Pollo Loco, Inc., a restaurant chain. In the past five years, Mr. Roth has also served on the Boards of Directors of AFC Enterprises, Inc., a restaurant franchisor and operator, and Asbury Automotive Group, Inc., an automotive retailer. Mr. Roth brings to our board extensive experience as a board member of numerous retail and consumer businesses and has extensive experience and insights into strategic expansion opportunities, capital markets and capitalization strategies.

Charles P. Rullman, 61,62,has served as a Director since March 2005. Mr. Rullman joined Freeman Spogli & Co., a private equity investment firm, in 1995 as a general partner. Mr. Rullman retired from his position at Freeman Spogli & Co., in December 2005. From 1992 to 1995, Mr. Rullman was a general partner of Westar Capital, a private equity investment firm specializing in middle market transactions. Prior to joining Westar Capital, Mr. Rullman spent 20 years at Bankers Trust Company, a banking conglomerate, and its affiliate, BT Securities Corporation, where he was a Managing Director and Partner. Mr. Rullman has served on the boards of diverse businesses including many national and multi regional retailers, and has extensive experience and insights into strategic expansion opportunities and debt and equity financing and structuring.

Michael L. Smith, 60,61, became a Director in July 2005. Mr. Smith served as Executive Vice President and Chief Financial and Accounting Officer of Wellpoint, Inc., a health benefits company, from 2001 tountil his retirement in January 2005. He served as Executive Vice President and Chief Financial Officer of Anthem, Inc., a health benefits company, from 1999 to 2001.2004. From 1996 to 1998, Mr. Smith served as Chief Operating Officer and Chief Financial Officer of American Health Network, Inc., a former subsidiary of Anthem, Inc. He was Chairman, President and Chief Executive Officer of Mayflower Group, Inc., a transport company, from 1989 to 1995. He is a director of Kite Realty Group Trust, a REIT; Emergency Medical Services Corp., a provider of emergency medical services; and Vectren Corporation, a gas and electric utility. Mr. Smith brings to our Board of Directors expertise in dealing with financial and accounting matters through his prior experience in serving as chief financial officer of public companies. His experience in evaluating financial results and overseeing the financial reporting process of public companies make him a valuable resource in his role as Chairman of the Audit Committee, and as a member of our Board of Directors.

Peter M. Starrett, 61,62,became a Director in connection with our recapitalization in February 2005 and served as Vice Chairman of our Board from February 2005 until April 2007. In 1998, Mr. Starrett founded Peter Starrett Associates, a retail advisory firm, and currently serves as its President. From 1990 to 1998, Mr. Starrett served as the President of Warner Bros. Studio Stores Worldwide, a specialty retailer. Previously, he held senior executive positions at both Federated Department Stores, a department store retailer, and May Department Stores, a department store retailer. Mr. Starrett serves on the boards of directors of Pacific Sunwear, Inc., a clothing retailer and PETCO Animal Supplies, Inc., a retailer of pet food and supplies. Mr. Starrett also has served on the board of directors of Guitar Center, a retailer of musical instruments. Mr. Starrett was selected to serve as a Director on our Board due to his extensive experience as an officer and director of both public and private companies in the retail industry.

Kathleen C. Tierney, 65, served as the Chief Executive Officer of Sur La Table, a privately held retailer of kitchenware and tabletop accessories, from 2004 until 2008 and as Executive Vice Chairman from 2008 to 2010. She currently serves on the board of directors of Sur La Table. Prior to joining Sur La Table, Ms. Tierney was an independent management consultant for a variety of national clients. From 1993 to 1999, Ms. Tierney held the position of CEO and President of Smith Hawken, the multi-channel gardening life-style company based in Mill Valley, California. From 2000 to 2004 she was a trustee at Dominican University of California, where she is now an adjunct professor in the Leadership Institute. Ms. Tierney brings to our Board of Directors extensive experience in marketing, multi-channel retailing and leadership studies.

Darell E. Zink, 62,63, became a director in August 2007. Since October 2004, Mr. Zink has served as Chairman and Chief Executive Officer of Strategic Capital Partners, LLC, a real estate investment management firm. Prior to that, Mr. Zink served as Vice Chairman of Duke Realty Corporation, a real estate development and management company, from January 2004 to October 2004 and as Executive Vice President and Chief Financial Officer from October 1993 to December 2003. Prior to that, Mr. Zink was a general partner in the private company predecessor of Duke Realty Corporation from June 1982 to October 1993. Mr. Zink has served as Chief Executive Officer of HKZ Enterprises, a real estate development company, since September 2004. Presently, Mr. Zink serves as a director on the Board of Kite Realty Group Trust, a REIT. He also served as a Director at Duke Realty Corporation and Windrose Medical Properties Trust. Mr. Zink brings to our Board of Directors expertise in real estate, financial and corporate governance matters as a result of his nearly 20 years as an officer and a director of publicly traded companies.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders voteFOR Proposal No. 1 to elect Mr. Throgmartin, Mr. May, Mr. Castellani, Mr. Geiger, Ms. Langham, Mr. Roth, Mr. Rullman, Mr. Smith, Mr. Starrett, Ms. Tierney and Mr. Zink as directors for a one year term.

CORPORATE GOVERNANCE MATTERS AND

COMMITTEES OF THE BOARD OF DIRECTORS

Pursuant to our Bylaws, the Board of Directors has established four standing committees: the Audit, Compensation, Executive, and Nominating and Corporate Governance Committees. We require a majority of theour Board members and all members of each of the Audit, Compensation and Nominating and Corporate Governance Committees to be independent, as defined by the NYSE listing standards and the rules and regulations of the SEC.

The Board has determined, after a review of the relationships between and among each of the directors, the Company and its officers, and after consultation with, and upon the recommendation of, our Nominating and Corporate Governance Committee, that Lawrence P. Castellani, Benjamin D. Geiger, Catherine A. Langham, John M. Roth, Charles P. Rullman, Michael L. Smith, Peter M. Starrett, Kathleen C. Tierney and Darell E. Zink are independent, as defined by the NYSE listing standards, and that no material relationships exist between any such independent directors and hhgreggus other than by virtue of their being directors and stockholders. In addition, the Board has determined that the members of each of the Audit, Compensation, Executive, and Nominating and Corporate Governance Committees are independent under the NYSE listing standards for each such committee, and, with respect to the Audit Committee, Rule 10A-3 of the Securities Exchange Act of 1934, as amended.

The Board of Directors met sixnine times during fiscal 2009.2010. The non-employee independent directors (as defined by the rules of the NYSE) met sixfive times during thefiscal year 2010 in executive session without the presence of management directors or employees of the Company. These meetings were chaired by Jerry W. Throgmartin. All directors attended at least 75% of the Board meetings and meetings held by Committees of which they were members. Pursuant to Corporate Governance Guidelines adopted by the Board, Board members are expected to attend Board meetings on a regular basis and to attend the annual meeting of stockholders. All members of the Board attended the 20082009 annual meeting of stockholders.

The Charters of the Audit, Compensation, Executive and Nominating and Corporate Governance Committees, our Corporate Governance Guidelines, and the Codes of Conduct applicable to our officers, directors and employees are available on our website at www.hhgregg.com under the “Investor Relations” link. Once you are in the “Investor Relations” section of our website, click the “Corporate Governance” link. These documents are also available in print to stockholders upon request.

The principal functions of each of our standing Board Committees, their members and the number of meetings held in fiscal 20092010 are set forth below:

Nominees for Election as Directors

The Nominating and Corporate Governance Committee is responsible for leading the search for and evaluating qualified individuals to become nominees for election as directors. The Nominating and Corporate Governance Committee also considers nominees for director proposed by stockholders. As provided in our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee will seek Board candidates who possess and have exhibited integrity in business and personal affairs and whose professional experiences will assist the Board in performing its duties. The Nominating and Corporate Governance Committee has not established any specific, minimum qualifications for potential nominees. The Nominating and Corporate Governance Committee’s process for evaluating nominees for director will not differ based on whether the nominee is recommended by a stockholder. To recommend a prospective nominee for the Committee’s consideration, stockholders should submit the candidate’s name and qualifications in writing to our Corporate Secretary at the following address: hhgregg, Inc., Attention: Corporate Secretary, 4151 E. 96th Street, Indianapolis, IN, 46240. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. See “Stockholder Proposals” in this Proxy Statement for further information. Nominations must be delivered to the Secretary not less than 120 nor more than 150 days prior to the first anniversary of the date the that our Proxy Statement is delivered to stockholders in connection with the preceding year’s annual meeting. The Nominating and Corporate Governance Committee will evaluate new candidates by performing background checks, reviewing qualifications for specific skills that must be possessed by one or more of the members of the Board, and considering the extent to which the member promotes diversity among directors. See “Stockholder Proposals” in this Proxy Statement for further information. Nominations must be deliveredWhile the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, the Secretary not less than 120 nor more than 150 days prior to the first anniversary the date the Company’s proxy statementCommittee believes that it is delivered to stockholders in connection with the preceding year’s annual meeting.desirable that Board members represent a diversity of backgrounds, as well as a diversity of viewpoints and experiences. The Nominating and Corporate Governance Committee will extend invitations on behalf of hhgreggus to join the Board or to be nominated for election as a director.

Board Leadership Structure

Our Corporate Governance Guidelines and By-Laws allow the Board to separate the roles of Chairman and Chief Executive Officer. Immediately prior to Mr. May’s appointment as President and Chief Executive Officer, Mr. Throgmartin served as Chairman and Chief Executive Officer. At the time of Mr. May’s appointment, the Board decided to retain Mr. Throgmartin as the Executive Chairman of the Board, which will allow Mr. May, as President and Chief Executive Officer, to focus on the development and execution of our strategic priorities in addition to the day-to-day leadership and performance of the Company. Our Executive Chairman provides guidance to our Chief Executive Officer and other executive officers and focuses on board oversight responsibilities and strategic planning. In the future the Board will consider whether to maintain the separation of the roles of Executive Chairman and Chief Executive Officer.

Board’s Role in Risk Oversight

As part of its responsibility for the oversight of the Company’s financial matters and regulatory compliance, the Audit Committee is charged with discussing the guidelines and policies with respect to risk assessment and risk management. The Company’s Director of Internal Audit, who reports to the Audit Committee, has developed an enterprise risk management (ERM) framework through which management has identified the key areas of risk that we face. Upon review of the risks identified by management, the Audit Committee may approve management’s recommendation to assign certain risk areas for oversight by appropriate committees of the Board, or by the full Board of Directors. The Company’s Director of Internal Audit also reviews risk areas with senior management on a regular basis.

Communication with the Board of Directors

Stockholders and other interested parties may communicate with the Board of Directors or the non-management directors as a group by sending correspondence addressed to the applicable party to: Board of Directors, hhgregg, Inc., 4151 E. 96^th Street, Indianapolis, IN, 46240. Pursuant to procedures approved by the independent members of the Board of Directors, all such correspondence related to the Board’s duties and responsibilities will be reviewed by our Corporate Secretary and forwarded to the Chairman of the Board. All such correspondence will be available to any of the directors upon request.

Report of the Audit Committee of the Board of DirectorsREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

During fiscal 2009,2010, Michael L. Smith served as Chairman of the Audit Committee of the Board of Directors. The other members of the Audit Committee during fiscal 20092010 were Charles P. Rullman and Darell E. Zink. The Board of Directors has determined that all members of the Audit Committee are independent and are financially literate as required by the NYSE listing standards, and that Mr. Smith and Mr. Zink are “audit committee financial experts,” as defined by SEC rules, and have accounting or related financial management expertise, as required by the NYSE’s listing requirements.

The Audit Committee has reviewed and discussed the audited financial statements of hhgreggthe Company for fiscal 20092010 with hhgregg’sour management. The Audit Committee has discussed with KPMG LLP, or KPMG, our independent registered public accounting firm,accountants, the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication(Communications with Audit Committees), as amended.amended, and as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee has received the written disclosures and the letter from KPMG required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence.

Based on the Audit Committee’s review and the discussions noted above, the Audit Committee recommended to the Board of Directors that our audited financial statements be included in our fiscal 20092010 Annual Report for filing with the SEC.

THE AUDIT COMMITTEE

Michael L. Smith (Chair)

Charles P. Rullman

Darell E. Zink

NON-DIRECTOR NAMED OFFICERS

The following table lists our executive officers thatwho are not directors, as of March 31, 2009:2010:

Jeremy J. Aguilar, our Interim Chief Financial Officer, joined us in August 2005. Mr. Aguilar became our Interim Chief Financial Officer in MarchSeptember 2009. He has served the Company in several roles since joining the Company in August 2005, including Interim Chief Financial Officer (March 2009—September 2009), Vice President Controller (March 2007—March 2009) and Director of Financial Reporting (August 2005—March 2007). From July 2003 until July 2005, Mr. Aguilar served as a Manager at KPMG LLP, an accounting and consulting firm.

Michael D. StoutG. Larimer, our Chief AdministrativeMerchandising Officer, joined us in 1978.March 1999. Mr. StoutLarimer was named Chief AdministrativeMerchandising Officer in October 2005. Mr. Stout served as Chief Financial Officer from 1997 to September 2005.2009. From 1987 to 1997June 2008 through September 2009, he served as TreasurerSenior Vice President of Electronics Merchandising, From 1999 to 2001 he served as the Video Merchandising Manager and was appointed Vice President of Electronics Merchandising in 2001. Prior to joining the Company, Mr. Larimer served as Controllerthe Vice President of Electronics and Appliances at Sun TV & Appliances, Inc., a retailer of consumer electronics and appliances, from 1986 to 1987.1999.

Jeffrey J. McClintic, our Senior Vice President of Appliance Merchandising, joined us in 1975. Mr. McClintic was named Senior Vice President of Appliance Merchandising in June 2008. Mr. McClintic was named Vice President of Appliance Merchandising in 2001. Other positions held by Mr. McClintic with the Company include Director of Commercial Sales, Director of Service, store manager, regional manager and buyer.

Stephen R. Nelson,our Chief Information Officer, joined us in August 2006 when he assumed this role. From 2002 through July 2006 he served as a Vice President and Division President for Telamon Corporation, a telecom resources corporation. From 1998 through 2001 he served as the Chief Information Officer and Vice President of Marketing at AFFINA, a customer service outsourcing group. From 1995 through 2000 he was a principal at Meridian Consulting Group, a consulting group.

Michael D. Stout, our Chief Administrative Officer, joined us in November 1978. Mr. Stout was named Chief Administrative Officer in October 2005. Mr. Stout served as Chief Financial Officer from 1997 to September 2005. From 1987 to 1997 he served as Treasurer and as Controller from 1986 to 1987.

Gregg W. Throgmartin, our Executive Vice President and Chief Operating Officer, joined us in October 2001. Mr. Throgmartin was named Executive Vice President and Chief Operating Officer in September of 2009. Other positions held by Mr. Throgmartin with the Company include Senior Vice President of Store Operations (June 2008—September 2009), Vice President of Sales (April 2006 – June 2008), Director of Strategic Merchandising (March 2004—April 2006), Regional Manager (June 2003 – March 2004), and Store General Manager (January 2001—June 2003).

Charles B. Young, our Chief Human Resources Officer, joined us in January 2008 as Vice President of Human Resources. Mr. Young was named Chief Human Resources Officer in June 2008. Prior to joining our company,Company, Mr. Young served as Vice President of Human Resources Store Operations and Supply Chain for the

Sears Holding Company, a retail company, from February 2006 to December 2007. He also served in the role of Vice President of Human Resources—Sears Retail Stores (April 2005—February 2006) and the Director of Human Resources (July 2004—April 2005) while working for Sears.

Gregg W. Throgmartin, our Senior Vice President of Store Operations, joined us in 2001. Mr. Throgmartin was named Senior Vice President of Store Operations in June 2008. Other positions held by Mr. Throgmartin with the Company include Vice President of Sales (April 2006—June 2008), Director of Strategic Merchandising (March 2004—April 2006), Regional Manager (June 2003—March 2004), and Store General Manager (January 2001—June 2003).

Jeffrey J. McClintic, our Senior Vice President of Appliance Merchandising, joined us in 1975. Mr. McClintic was named Senior Vice President of Appliance Merchandising in June 2008. Mr. McClintic was named Vice President of Appliance Merchandising in 2001. Other positions held by Mr. McClintic with the Company include Appliance Merchandising Manager, Director of Commercial Sales, Director of Service, store manager, regional manager and buyer.

Michael G. Larimer, our Senior Vice President of Electronics Merchandising, joined us in March 1999. Mr. Larimer was named Senior Vice President of Electronics Merchandising in June 2008. From 1999 to 2001 he served as the Video Merchandising Manager and was appointed Vice President of Electronics Merchandising in 2001. Prior to joining the Company, Mr. Larimer served as the Vice President of Electronics and Appliances at Sun TV & Appliances, Inc., a retailer of consumer electronics and appliances, from 1986 to 1999.

There is a father-son relationship between Jerry Throgmartin, our Executive Chairman and CEO,a Director, and Gregg Throgmartin, our SeniorExecutive Vice President of Store Operations.and Chief Operating Officer. There are no other family relationships among directors and officers of the Company.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee is comprised entirely of three independent directors who meet independence, experience and other qualification requirements of the NYSE listing standards, and the rules and regulations of the SEC. Our Compensation Committee chair is Mr. Castellani. The Compensation Committee operates under a written charter adopted by the Board. Our Compensation Committee charter can be viewed by connecting towww.hhgregg.com, under the investor relationsInvestor Relations link.

The Compensation Committee reviewed and discussed the compensation discussionCompensation Discussion and analysisAnalysis presented in this proxy statementProxy Statement with management, and believe that it has been prepared with integrity and objectivity and in conformity with SEC regulations. Based upon this review, the Compensation Committee recommended to the Board that the compensation discussionCompensation Discussion and analysisAnalysis be included in this proxy statement.Proxy Statement.

THE COMPENSATION COMMITTEE

Lawrence P. Castellani (Chair)

John M. Roth

Peter M. Starrett

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis describes the material elements of executive compensation including the principles underlying our executive compensation policies, and decisions and the mostother important factors relevant to an analysis of those policies and decisions. Our Compensation Committee is responsible for the oversight of these plans for executives and directors.

In fiscal 2010, under the leadership of our executive team, the Company achieved its annual profit plan. We reported strong financial results for the fiscal year and met our established EBITDA target despite continued economic weakness. The financial results of the Company are reflected in our executives awards as outlined in the Compensation Discussion and Analysis that follows.

The Compensation Discussion and Analysis is divided into three sections:

The Compensation Discussion and Analysis should be read in conjunction with the section below entitled “Executive Compensation” where you will find a number of tables detailing specific information about compensation earned by each of our named executive officers in fiscal 2009.2010.

Compensation Philosophy, Objectives and Process

Philosophy. We believe our success depends on our employees’ commitment to serve our customers and work as a team to deliver a superior customer purchase experience. We aim to make our compensation programs competitive, which allows us to attract and retain individuals whose skills are critical to our long-term success. We structure our compensation programs to reward and motivate superior individual and team performance among our executives and our employees alike, in attaining business objectives and maximizing stockholder value. Our compensation awards are based on the fundamental principle of aligning the interests of our employeesexecutives and associates with those of our stockholders. The primary means for achieving this fundamental principle is incorporating the concept of “pay for performance” in our compensation programs and policies. Therefore, a meaningful portion of our executive’s compensation, while targeted to a market median overall (as described below), is in the form ofheavily leveraged with a combination of long-term equity and annual cash incentive compensation.compensation, while base pay is targeted to below market median levels. We believe that our compensation programs coupled with growth and development opportunities for our executives and other employees and a positive work environment built on trust and respect help solidify our employees’associates’ commitment to deliver a superior customer purchase experience.experience and links our executive’s efforts to our corporate objectives and the stockholder’s interests.

Objectives. We believe our compensation programs and policies should serve to fulfill many objectives including to (i) attract and retain talented employees;executives with the knowledge, entrepreneurial skills and the competencies we require; (ii) motivate employeesthese executives to achieveexecute our short-termaggressive short and long-term business goals;strategies successfully; (iii) reward employeesexecutives for achieving superior performance and maximizing stockholder value; and (iv) maintain a flexible compensation structure whose variability alignswith an emphasis on incentive and equity plan components in order to align the interests of employeesexecutives and stockholders not only in the short-term, but theon short and long-term as well.goals.

Process.The Compensation Committee is responsible for determining and approving the compensation, performance goals and achievement of goals for our named executive officers based on the recommendation of our chief executive officer,Chief Executive Officer, authorizing all rewards under the hhgregg Inc. 2007 Equity Incentive Plan and overseeing compensation programs for senior executive officers. In addition, the Compensation Committee provides oversight of management’s decisions regarding the performanceperformance-based equity and non-equity compensation of our non-executive officers. The Compensation Committee reviews all proposed executive compensation plans, amendments to executive compensation plans, equity grants, and compensation packages for newly hired executive officers. The Compensation Committee’s charter, which can be found in the investor relationsInvestor Relations section of our website atwww.hhgregg.com, details the specific objectives and responsibilities of the Compensation Committee. Decisions regarding non-equity compensation for non-executive employees are made by management.

The Compensation Committee annually reviews our compensation philosophy and objectives and oversees the design, competitiveness and effectiveness of compensation programs for our executive officers. Prior to the

beginning of each fiscal year, the Compensation Committee establishes all elements of the Chief Executive Officer’s compensation and reviews and approves the Chief Executive Officer’s recommendations for adjustments to our executive officers’ base salaries, annual incentives and long-term incentives.

The Compensation Committee considers several internal and external factors to determine and approve our executive compensation. The material internal factors that are assessed include (i) the value of the executive’sexecutive officer’s position relative to other executive officer positions based on the scope of primary job responsibilities and its impact on organizational performance; (ii) the executive’sexecutive officer’s level of industry and functional knowledge and personal contribution to our strategic and operational success; (iii) the executive’sexecutive officer’s ability to lead, inspire and influence others in a positive and constructive manner; and (iv) the executive’sexecutive officer’s outstanding equity awards, performance-based incentives and compensation history. For fiscal 2009,2010, the Compensation Committee considered these material internal factors against the 20082009 Retail Executive and Management Total Remuneration Report (“Remuneration Report”) prepared by the Hay Group, an independent compensation consultant. The Remuneration Report provides compensation data on a broad group of 9290 retail organizations and their divisions, and provides a frame of reference for the Compensation Committee to consider as it makes decisions each year about base salary, annual incentives and long-term incentives for our named executive officers. DueThe Compensation Committee used a subset of 34 of these companies with revenues of $400 million to the number of$4 billion in their analysis. The companies comprising the compensation data in the Remuneration Report and the other factors considered by the Compensation Committee to determine compensation for our named executive officers, we believe a description of the Remuneration Report better serves our investors’ understanding our compensation program than listing the companies in the report.are set forth below.

The Compensation Committee utilized a subset of the Remuneration Report’s compensation data for retailers with less than $4 billion in annual revenue which included 34 publicly traded retailers with an average of $1.9 billion in annual revenue. Specifically, the Compensation Committee compared the compensation of our named executive officers to the Remuneration Report’s compensation data based on job description because matches in title either were not available or did not adequately capture the considerable variation in levels of responsibility and duties among executives other than the Chief Executive Officer. The Compensation Committee used the Remuneration Report primarily to ensure that thean executive officer’s total compensation program as a whole iswould be competitive, meaning generally within the median to slightly above median range of comparative pay of the subset of the Remuneration Report described above whenif the Company achieveswe achieved the targeted performance levels for payment of the annual and long-term compensationincentive plans described below. For fiscal 2009,2010, the actualtotal cash compensation in the aggregate earned by our named executedexecutive officers fell slightly belowwas similar to the median range of comparative pay in the Remuneration Report due tobecause the annual incentive compensation that was belowslightly exceeded the target level set by the Compensation Committee for fiscal 2009.2010. The Compensation Committee aims to pay out incentive compensation based on the achievement of company targets at a level above the median range and base salaries at a level below the median range of compensation paid by comparable companies in the Remuneration Report. Thus, the Compensation Committee intends to set the overall compensation level of our executives at a level higher than the median level when the Company’sour performance exceeds targeted levels and lower than the median level when the Company’sour performance is lower than targeted levels.

In addition, we engaged the services of Jean Gamble and Associates to evaluate through a review of proxy statements the compensation practices of 10 geographically dispersed retailers (listed below) with revenues of $500 million to $5.4 billion to assess the competitiveness of our executive officers’ base salary, incentive compensation, equity compensation and perquisites. In this proxy review we gained insight on base salary, incentive compensation and equity programs in our industry as well as the competitiveness of our severance programs and perquisites. The Compensation Committee reviewed equity grant practices in terms of use of restricted, cash and phantom share plans in addition to non-qualified stock options. The Compensation Committee also reviewed key perquisites offered to named executive officers. The Chief Executive Officer, Chief Financial Officer and Chief Operating Officer were matched directly to their peers in the proxy analysis, while other named executive officers were compared to the fifth highest paid named executive officer in each of the 10 retailers included in the proxy review. The fifth highest paid officer was selected as the minimum threshold for reasonable comparison because we could not directly match these officers to the proxy data by title due to the limited number of like titled officers in the proxy data. In this review, we found our compensation was generally competitive in annual incentives and lagged this group in regards to base salary and long term incentives. As a result of this review we are considering granting a blend of non-qualified stock options with restricted shares in the future. Other compensation elements will not be adjusted as a result of the proxy analysis.

Companies reviewed in the analyses included:

Remuneration Report Companies

Proxy Companies

Key Elements of Compensation

Our compensation program for named executive officers primarily consists of four elements including (i) base salary; (ii) annual incentive; (iii) long-term incentive; and (iv) health, retirement and other benefits.

Base Salary. Base salary is designed to provide a specific level of cash compensation that is fixed, competitive and appropriate for each executive officer position. Executive salary levels and potential increases are linked to the material internal factors discussed above which are grounded in annual performance evaluations. Furthermore, the Compensation Committee considers Company financial performance to set salary budgets that determine annual salary increases for the namedThe base salaries of our executive officers and other members of management. Executive’s base salaries are reviewed annually as part of our annual compensation program review. Commencing in fiscal 2009, the Compensation Committee balanced the consideration of thesethe factors described below with a review of the compensationbase salary of

our named executive officers as compared to comparable job descriptionsbase salary information found in the Remuneration Report, which served to confirm

provided confirmation regarding the competitiveness of our executive’s total remuneration. The Compensation Committee generally aims to position base salaries atbelow the 25th to 50th percentile of the base salaries for the 34 retail companies surveyed in the Remuneration ReportReport.

In establishing executive officer base salary levels and potential increases, the Compensation Committee also considers skills, experience, responsibility and annual performance evaluations. Furthermore, the Compensation Committee considers Company financial performance to set salary budgets that determine annual salary increases for comparable companies.executive officers. Merit increase data reported in salary budget surveys from Hay and World at Work are also taken under consideration.

When determining changes inevaluating the performance of the Company to determine base salary, weightings are established for business metrics and leadership factors. For fiscal 2010, 50% of the performance weightings were based on Company metrics such as Sales, EBITDA and individualSG&A as well as departmental metrics. For fiscal 2009,The remaining 50% was based on Company metrics, including sales, general and administrative expense and EBITDA, and 50% based on individual metrics, such as achievement of functional projects.performance relative to eight defined leadership factors.

Annual Incentive. AnnualOur annual incentive compensation plan is designed to provide a cash incentive to our named executive officers to achieve, and exceed, annual business objectives and goals. Before the end of the first quarter of our fiscal year, the Compensation Committee establishes the goals for the relevant fiscal year, which are described below. The annual incentive compensation targets are intended to be challenging but achievable if our performance for our executivesthe fiscal year exceeds planned budget and the Company and at a level that is achievable, but requires better than planned performance by the Company.profit projections. The at-risk element of annual incentive compensation reinforces a flexible compensation structure whosewith a variability that aligns the interests of executivesour executive officers and stockholders not onlystockholders. Generally, the Compensation Committee sets performance metrics to ensure that the minimum and maximum level of annual incentive compensation is appropriate relative to projected Company performance such that the relative difficulty of achieving the target is consistent from year to year. The Compensation Committee aims to position annual incentive compensation above the median of the incentive compensation in the short-term, but the long-term as well. AnnualRemuneration Report for comparable companies. The amount of annual incentive compensation is based on a percentage of base salary for each executive officer. The target annual incentive compensation for fiscal 2010, which was established by our Compensation Committee in conjunction with our annual budgeting process, was established at approximately 100% of the respective base salary.salaries of our named executive officers.

The target level of annual incentive payout is the amount intended to be awarded if we meet our projected budget for the year. In fiscal 2009, the Compensation Committee introduced a 150% of target maximum annual incentive payout for our named executive officers and other senior vice presidents for performance in fiscal 2010 to reward exceptional performance relative to our annual budget. All other executives have a maximum annual incentive payout of 120% of target. The Compensation Committee believes providing this additional incentive to our senior executive officers provides a greater reward for exceeding the Company’s targeted performance to those executives who manage our associates.

Our annual incentive compensation for named executivesexecutive officers is tied to the attainment of Adjustedadjusted EBITDA targets that, if achieved, must also fund any annual incentive payments under the plan. We use Adjustedadjusted EBITDA, which is a non-GAAP measure, to measure our performance when establishing annual incentive targets because it facilitates performance comparisons from period to period by excluding certain non-recurring or non-cash items, thereby presenting what we believe to be the most accurate measure of our core operating results at that point. The reconciliation of Adjustedadjusted EBITDA to net income is disclosed in our non-GAAP disclosure located intargets are set based on planned budget and profit projections for the investor relations section of our website at www.hhgregg.com. The target annual incentive compensation for fiscal 2009 was established at approximately 100% of the respective base salaries of our named executive officers, excluding the Chief Executive Officer who declined the annual incentive compensation and the interim Chief Financial Officer, dueyear as compared to the interim state of his title.prior year’s actual results.

In fiscal 2007 and fiscal 2008, the Companywe achieved the maximum performance level established by the Compensation Committee with a payout of 120% of the executive’s base salary.salary for our executive officers. The payout percentage in fiscal 2009 was 34% of each executive officer’s target award, or 34% of base salary. In fiscal 2010 the executive’spayout percentage was 103% of each executive officer’s target award. Generally, the Compensation Committee sets the minimum and maximum levelsaward, or 103% of annual incentive compensation such that the relative difficulty of achieving the target is consistent from year to year. The Compensation Committee aims to position annual incentive compensation at the 90th percentile of the median of the incentive compensation in the Remuneration Report for comparable companies. The annual incentive compensation targets for fiscal 2009 were established by the Compensation Committee in conjunction with our annual budgeting process.base salary. In order to achieve a 100% target annual incentive payout wefor fiscal 2010, the Company needed to achieve an Adjusted EBITDA target of $97.0$84.3 million inclusive of

the charge associated with the annual incentive payout. In fiscal 2009, the Company’s Adjusted EBITDA was $86.2 million resulting in a payout of 34%2010, 49.3% of the target award. The Compensation Committee established a 150% maximum annual incentive payouttotal bonus pool was awarded to named executive officers. Awards are not typically modified for fiscal 2009, requiring the achievement of $101.8 million in Adjusted EBITDA inclusive of the charge for the annual incentive payout.

The Adjusted EBITDA targets are set based on planned budget and profit projections for the year over the prior year’s actual results. The target level of incentive payout is intended toindividual performance, but if they were, positive or negative discretionary adjustments must be awarded if the Company meets its projected budget for the year. In fiscal 2009,approved by the Compensation Committee introduced a 150% maximum annual incentive payout for our named executive officersCommittee. In prior year periods EBITDA may have been adjusted to exclude certain items as deemed appropriate, including asset impairments and other senior vice presidents for performance in fiscal 2010loss related to reward exceptional performance relative to our annual budget. All other executives have a maximum annual incentive payoutthe early extinguishment of 120% of base salary. The Compensation Committee believes providing this additional incentive to our senior executive officers provides a greater reward for exceeding target company performance to those executives who manage the Company’s employees to exceed Company performance levels.debt.

Long-term Incentive. Long-term incentive compensation, historically issued in the form of stock options, is designed to align the interests of our executive officers with the interests of our stockholders.stockholders and our aggressive multi-year growth plan. In addition, long- term

long-term incentives, set above the median practices of our peers, promote the maximization ofan ownership culture, maximize stockholder value over time and also foster therepresent our strongest generator of retention offor our key executives. Although we have not adopted formal stock ownership guidelines for our executives, our named executivesexecutive officers collectively beneficially own 23.7%17.4% of our common stock.stock as of June 4, 2010. In determining the number of stock options to be granted to executives, we consider the individual’s position, scope of responsibility, contribution, market practices and the value of the stock option grant in relation to other elements of the individual’s total compensation. In the review of peer practices via our proxy data analysis we found that the use of equity programs other than non-qualified stock options has become prevalent. In an effort to continue to connect our executives to the long-term success of the company, create alignment with shareholders and to minimize dilution of shareholder equity we are considering adopting a blend of options and restricted shares for fiscal 2012.

The hhgregg 2007 Equity Incentive Plan, or the Equity Incentive Plan, authorizes us to grant incentive and nonstatutory options, restricted stock, stock appreciation rights, restricted stock units and stock grants to our officers, directors, consultants and key employees. Our Compensation Committee oversees the administration of our Equity Incentive Plan under which 1,097,6671,862,002 shares have been granted as of March 31, 2009.2010. The Compensation Committee is authorized to grant up to 3,000,000 shares of our common stock under the Equity Incentive Plan. Of this number, 1,137,998 are available for grant as of March 31, 2010.

The Compensation Committee has historically granted stock options, rather than other forms of equity awards, under the Equity Incentive Plan. Stock options are issued at the closing price of our common stock on the date of grant, as quoted on the NYSE. The Compensation Committee has never granted options with an exercise price that was less than the closing price of the Company’s common stock on the grant date, nor has it granted options that are priced on a date other than the grant date. All of the stock options granted to our named executiveexecuted officers have been non-qualified options that vest in three annual installments beginning on the first anniversary of the date of grant and terminate on the seven-year anniversary of the date of grant. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents. In fiscal 2009, the Compensation Committee granted 549,000 options to employees, of which 275,000 were awarded to our named executive officers.

Historically, the Compensation Committee has granted stock options at the commencement of an executive’s employment or at the time of the Compensation Committee’s regularly scheduled meeting occurring sometime between February and May. The majority of our stock option grants are made annually as part of a long-term incentive award program, with the grant date specified in advance as part of thea Compensation Committee resolution. We have never granted, nor do we ever intend to grant, options immediately prior to, or simultaneous with, the release of material, non-public information. In fiscal 2010, 53% of options granted to all of our employees were awarded to named executive officers.

Health, Retirement and Other Benefits. Named executivesWe provide our executive officers with perquisites and benefits that the Compensation Committee deems reasonable and consistent with our overall executive compensation philosophy and programs and common practices in the retail industry. These programs are reviewed by the Compensation Committee annually to ensure they support the attraction and retention of executive officers, and to ensure the programs continue to be reasonable and competitive.

Executive officers are eligible to participate in a defined contribution 401(k) plan, along with and on the same terms as other eligible employeesassociates of the Company. Generally, an executive’s ability to accumulate retirement savings through the 401(k) plan is limited due to Internal Revenue Service limitations with respect to highly compensated employees. Thus, we offer a non-qualified deferred compensation plan to key employees including our executive officers, which provides unfunded, non-tax qualified deferred compensation benefits. We believe that this program plays an important role in attracting and retaining executive talent. A participant in the non-qualified deferred compensation plan is credited annually with a percentage of the participant’s base salary that varies in accordance with the achievement of a financial target as described below and the participant’s employment classification, as well as an interest credit on the preceding end of year balance, as established by the Compensation Committee. Benefits are payable in one lump sum in cash upon the later of termination of employment or the attainment of age 55. For fiscal 2009,2010, our named executive officers who had become eligible in the plan, with a minimum of one year of continuous service in an eligible position, each earned a plan contribution equal to 10%7.0% of their respective base salaries for exceeding the Adjusted EBITDA financial target of 5.7%5.6%, expressed as a percentage of net sales. In addition, each eligible, named executive officer also received an interest credit of 5%5.0% on his accumulated plan balance as of April 1, 2008,2009, on the same basis as our other eligible key employees. The Compensation Committee sets the interest rate based on the recommendation of management and has approved a 5%5.0% interest rate for the last three fiscal years. We believe that this program plays an important role in attracting and retaining executive talent.

Our executives are eligible to participate in all of our associate benefit plans, including medical, dental, vision, long-long-term and short-term disability, life insurance and employee discount, in each case on the same basis as our other eligible employees. For fiscal 2009,2010, our named executive officers were entitled to $240,000$300,000 in

additional life insurance coverage the premiums for which the premiums were paid by the Company.us. Upon termination, the executive may continue the coverage at his own expense. The cost of both employment and post-employment benefits is partially borne by the employee, including named executive officers.

Other Compensation Matters

Executive Employment Agreements.WeIn addition to the other compensation elements described here, we have entered intoemployment agreements containing changewith certain executives, aligned with the practices of other companies in controlthe retail industry. The employment agreements include certain provisions providing for the payment of severance provisions with ourbenefits in certain circumstances. The amounts of the severance benefits set forth in these employment agreements were considered as part of each executive officer’s overall compensation package and were deemed to be within the range of reasonable severance or change-in-control benefits for executive officers and certain members of senior management.based on market practices. These employment agreements are intended to preserve employeeassociate morale, and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control of the Company. In addition, the agreements are intended to align executive and stockholdershareholder interests by enabling executives to consider corporate transactions that are in the best interests of the stockholdersshareholders without undue concern over whether the transactions may put the executives’executive’s employment at risk.

Although there are some differences in benefits depending on the employee’s job level and seniority, generally, if any of these employees are terminated without cause or resign for good reason within 12 months of certain transactions resulting in a change in control, then the employee would be entitled to receive certain severance benefits. This is consistent with the purpose of the program, which is to provide employees with a guaranteed level of financial protection upon a loss of employment. The severance benefits which executives receive under these agreements range from salary continuation of one to two years with prorated annual incentive payments, each with reimbursement of health insurance premiums under COBRA for that period. Additional information regarding these employment agreements and the potential payments due thereunderthere under can be found below in the sectionsections titled “Employment Agreements.Agreements” and “Potential Payments Upon Termination or Changes in Control.”

Perquisites. We provide named executive officers with perquisites and other personal benefits that the Companywe and the Compensation Committee believe are reasonable and consistent with theour overall compensation program of the Company to better attract and retain talented executives. The Compensation Committee periodically reviews the level of perquisites and other personal benefits provided to named executive officers.

UnderFor fiscal 2010, the terms of hisCompensation Committee eliminated a clause in our Executive Chairman, Jerry W. Throgmartin’s employment agreement Jerry W. Throgmartin, our Chief Executive Officer isthat had allowed limitedfor personal use of our aircraft forusage up to 20 hours per year.year at the Company’s expense. Mr. Throgmartin may use the aircraft for personal use at his own expense. The personal use of the aircraft forby Mr. Throgmartin is described further under the 20092010 Summary Compensation Table in the “Executive Compensation” section. In addition, Dennis L. May, our President and Chief Executive Officer, and

Gregg W. Throgmartin, our Executive Vice President and Chief Operating Officer, receivesreceive a monthly auto allowance to defray travel costs incurred in store and distribution center visits, that is disclosed in the 20092010 Summary Compensation table.Table.

Tax Considerations.Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1.0 million paid to our namenamed executive officers. Qualifying performance-based compensation is not subject to the deduction limitation if specified requirements are met. We generally intend to structure the performance-based portion of our executive compensation, when feasible, to comply with exemptions in Section 162(m) so that the compensation remains tax deductible to us. However, our Board of Directors or Compensation Committee may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

Accounting Treatment. We account for stock-based awards based on their grant date fair value, as determined under Statement of Financial Accounting Standards No. 123(R)Share-Based Payment(“SFAS No. 123(R)”).accounting guidance on stock compensation. Compensation expense for these awards is recognized on a straight-line basis over the requisite service period of the award (or to an associate’s eligible retirement date, if earlier).award. If the award is subject to a performance condition, however, the cost maywill vary based on our estimate of the number of shares that will ultimately vest.

Compensation Committee Interlocks and Insider Participation.None of our executive officers currently serves on the Compensation Committee or Board of Directors of any other company of which any member of our Compensation Committee or Board of Directors is an executive officer.

Risk

The Compensation Committee is responsible for reviewing and overseeing compensation and benefits programs and policies applicable to the named executive officers and other executives and managers. We do not believe that our compensation policies and practices include any components that are reasonably likely to have any adverse material impact on the Company. In reaching this conclusion we considered factors such as:

Executive Compensation

2009 Summary Compensation Table

The following table sets forth information concerning fiscal 2010, 2009 2008 and 20072008 compensation of theour Chief Executive Officer and Chief Financial Officer of hhgregg, Inc. and the three other most highly compensated executive officers of hhgregg, Inc. whose aggregate fiscal 20092010 compensation was at least $100,000 for services rendered in all capacities.

(3)	The following chart is a summary of the items that are included in the “All Other Compensation” totals:

20092010 Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards to named executive officers for fiscal 2009.2010.

Outstanding Equity Awards at Fiscal Year EndYear-End

Option Awards

The following table summarizes information regarding option awards granted to our named executive officers that remain outstanding as of March 31, 2009.2010.

20092010 Option Exercises and Stock Vested

The following table provides information regarding options and stock held by the named executive officers that were exercised or vested during the fiscal year ended March 31, 2009.2010.

20092010 Non-Qualified Deferred Compensation

The following table sets forth certain information regarding the nonqualifiednon-qualified deferred compensation of the named executive officers for the fiscal year ended March 31, 2009.2010.

In April 2000, we adopted the H.H. Gregg NonqualifiedNon-Qualified Deferred Compensation Plan, which provides unfunded, non-tax qualified deferred compensation benefits to selected executives of our company.Company. The plan participants are generally our creditors. A participant’s account is credited annually with a percentage of the participant’s base salary that varies in accordance with a financial target as established by our compensation committeeCompensation Committee and the participant’s employment classification. Accounts may be credited with interest annually at our discretion. Vesting occurs when the participant reaches age 55 while still employed,employed; or after ten years of continuous serviceservice; or on death or disability. Accounts are forfeited upon a termination for cause. Benefits are payable in one lump sum in cash upon the later of termination of employment or the attainment of age 55. The aggregate balance for all participants in the plan as of March 31, 2010, 2009 2008 and 20072008 was approximately $5.4 million, $4.8 million $3.9 million and $3.1$3.9 million, respectively.

Employment Agreements

In February of 2005, the Company entered into employment agreements with Jerry W. Throgmartin, Executive Chairman and CEO, and Dennis L. May, President and COO.Chief Executive Officer. The agreement with Mr. Throgmartin was amended on April 12, 2007, December 29, 2008 and again on December 29, 2008.August 12, 2009. The agreement with Mr. May was amended on December 30, 2008.2008 and again on August 12, 2009. When we refer to the employment agreements below, we are referring to the employment agreements, as amended.

Each of the employment agreements provides for a two-year term that extends automatically. The employment agreements provide for a base salary of $300,000 for the first year, subject to increase, for Mr. Throgmartin and $250,000 for the first year, subject to increase, for Mr. May. In addition, each of Messrs. Throgmartin and May participates in our benefit and welfare plans, programs and arrangements that are generally available to our executives. Pursuant to the terms of the employment agreements, if we terminate the executive without “cause,” the executive will receive (i) a continuation of his base salary for the remainder of the term of the employment agreement paid over the remaining term of the agreement consistent with customary payroll practices, (ii) a lump sum stipend equal to 167% of the product of (x) 24 and (y) the sum of the monthly COBRA premium for health, dental and vision coverage and the monthly long-term disability and group term life insurance premiums in effect at the time of termination, and (iii) a pro-rated annual incentive award for the year in which the executive was terminated. In the event of death, each of the employment agreements provides that the estate of the executive shall receive a continuation of his base salary for the remainder of the term of the employment agreement. In the event of disability, each of the employment agreements provides that the executive shall be entitled to disability benefits in accordance with our standard policy.

For purposes of the employment agreements, “cause” means the executive’s (i) repeated failure to perform his duties in a manner reasonably consistent with the criteria established by our boardBoard of directorsDirectors and communicated to the executive after written notice and an opportunity to correct his conduct; (ii) breach of any statutory, contractual or common law duty of loyalty or care or other conduct that demonstrates dishonesty or deceit in his dealings with us; (iii) misconduct which is material to the performance of his duties to us, including the disclosure of confidential information or a breach of his non-competition or non-solicitation obligations; (iv) conduct causing or aiding a breach by us of our agreement under the stockholders agreement not to terminate our independent auditors or engage any outside auditor or any other accounting firm to perform any non-audit services for us; or (v) commission of any crime involving moral turpitude or any felony.

Mr. Throgmartin’s employment agreement contains covenants prohibiting Mr. Throgmartin until the later of October 19, 2010 or for so long as he receives severance benefits from us, from competing with us in the contiguous United States and from soliciting our employees for employment. In addition, Mr. Throgmartin’s agreement provides for his use of our corporate airplane for up to 20 hours per year for personal purposes at our expense. Mr. Throgmartin’s employment agreement provides that Mr. Throgmartinhe is entitled to a reasonable number of vacation days per year and to participate in our health plan until age 65 so long as Mr. Throgmartinhe pays the related premium cost after he is no longer our employee. In addition, we have agreed to assign to Mr. Throgmartin our interest in a key-man life insurance policy on thehis life of Mr. Throgmartin after he is no longer employed by us. After this assignment, Mr. Throgmartin will pay the premiums for this policy.

Mr. May’s employment agreement contains covenants prohibiting Mr. May, until the later of October 19, 2007 or for so long as he receives severance benefits from us, from competing with us in the states in which we have or plan to have stores, and all states contiguous to such states, and from soliciting our employees for employment.

Effective June 1, 2008, we entered into officer employment agreements with each of Donald J.B. Van der Wiel,Michael G. Larimer, Jeffrey J. McClintic, Stephen R. Nelson, Michael D. Stout, Gregg W. Throgmartin, and Charles B. Young. Effective September 12, 2009, we entered into an officer employment agreement with Jeremy J. Aguilar Stephen R. Nelson, Charles B. Young, Gregg W. Throgmartin, Jeffrey J. McClintic and Michael G. Larimer.in connection with his promotion to Chief Financial Officer. The employment agreements provide that the executive’s base salary and annual cash incentive award shall be determined by mutual agreement between the Companyus and the executive and

subsequently may be adjusted from time to time by the Company.us. In addition, each of the executives is

entitled to participate in our benefit and welfare plans that are generally available to our other employees. Pursuant to the terms of the employment agreements, if the executive (i) is terminated by us without “cause,” regardless of whether such termination occurs within 12 months after a change of control, or (ii) voluntarily resigns within 12 months of a change of control of our companyCompany following a material diminution in the executive’s base compensation or authority, duties or responsibilities in effect prior to the change of control, or a material change in the geographic location at which the executive is assigned to perform his duties from prior to the change of control, then the executive will receive severance equal to 12 months of the executive’s base salary paid ratably over a 12-month period consistent with customary payroll practices. In addition, the executive shall receive a lump sum stipend equal to 167% of the product of 12 times the monthly COBRA premium that corresponds to the health, dental and vision coverage that executive had in effect at the time of termination paid ratably over the same 12-month period. Mr. Aguilar’s plan calls for the same benefits as described above with the exception that his severance is based on a period of six months rather than 12 months.

For purposes of the employment agreements, “cause” means (i) executive’s failure or refusal to perform specific lawful directives of theour senior officers, of our company, (ii) dishonesty of the executive affecting our company,us, (iii) violation of any company policy, (iv) being under the influence of alcohol or using illegal drugs in a manner which interferes with the performance of executive’s duties and responsibilities, (v) executive’s conviction of a felony or of any crime involving moral turpitude, fraud or misrepresentation, (vi) any misconduct of the executive resulting in material loss to our companyus or material damage to theour reputation of our company or theft or defalcation from our company,us, (vii) executive’s neglect or failure to substantially perform executive’s material duties and responsibilities or (viii) any material breach of any of the provisions of the employment agreement. For purposes of the employment agreements, “change of control” means (i) a merger, consolidation, business combination or similar transaction involving our companyus as a result of which our stockholders prior to the transaction cease to own at least 70% of the voting securities of the entity surviving the transaction, (ii) a disposition of more than 25% of our assets or (iii) the acquisition by a person or group of beneficial ownership of more than 25% of our voting securities.

The employment agreements contain covenants prohibiting the executive from competing with us in any state in which we have a store or in which the executive engaged in any business on our behalf and within a 50-mile radius of any company store or distribution center and from soliciting any of our employees for employment or soliciting business relationships to terminate their relationship with us during the 12-month period following the termination of such executive’s employment. The employment agreements also require the executive to deliver an agreement releasing certain claims against the Companyus in order to receive severance payments.

The employment agreement with Mr. Van der Wiel was terminated in connection with his resignation effective as of March  17, 2009.

Potential Payments Upon Termination or Change in Control

We have entered into employment agreements with our named executive officers that require us to provide compensation and/or other benefits to each named executive officer in the event of the termination of the named executive officer’s employment under certain circumstances. The table below sets forth the amounts payable to each named executive officer assuming the executive officer’s employment was terminated on March 31, 2009.2010.

Except as otherwise expressly indicated, the amounts set forth in the table below do not represent actual amounts a named executive officer would receive if his employment were terminated, but generally represent only estimates, based on the assumptions provided in the footnotes to the table. The amounts set forth in the table are based on the benefit plans and employment agreements that were in effect on March 31, 2009.2010. Payments that we make in the future upon an executive’s termination will be based upon benefit plans and employment agreements in effect at that time, and the terms of any such future plans and employment agreements may be materially different than the terms of our benefit plans and employment agreements at March 31, 2009.2010.