| ¨ | Preliminary Proxy Statement |
| Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
/s/ Jeremy J. Aguilar 21, 2013 CORPORATE GOVERNANCE MATTERS AND COMMITTEES OF THE BOARD OF DIRECTORS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS . 2014 Michael L. Smith, Committee Functions Name Position with our Company Jeremy J. Aguilar Michael D. Stout Trent E. Taylor Charles B. Young Gregg W. Throgmartin, Executive Vice President and Chief Operating Officer Michael D. Stout, Chief Administration Officer culture of pay for performance by maintaining a flexible compensation structure with an emphasis on incentive and equity plan components in order to align the interests of executives and stockholders on short and long-term goals. of our named executive officers with the long-term interests of our stockholders, and in part due to the increase in the fair value of stock options granted on last year’s grant date when compared to prior year values. Pay Element Annual Incentive Awards Long-Term Incentive Awards performance targets. Benefits factors described below with a review of the base salary of our named executive officers as compared to base salary information found in the Remuneration Report, which provides confirmation regarding the competitiveness of our executive’s total remuneration. For each named executive officer, the Compensation Committee generally aims to position base salaries below the 50th percentile of the base salary for that executive officer position for the subset of Report as a baseline for comparing compensation for a particular executive officer position. no change in Mr. Stout's salary. respective base salaries for each of our named executive officers. The target level of annual incentive debt and life insurance proceeds received related to a key man life insurance policy. Executive Dennis L. May Jeremy J. Aguilar Gregg W. Throgmartin Douglas T. Moore Michael G. Larimer Total employment agreements were considered as part of each named executive officer’s overall compensation package and were deemed to be within the range of reasonable severance or change-in-control benefits for named executive officers based on market practices at the time negotiated. These employment agreements are intended to preserve morale, 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 stockholder interests by enabling our executives to consider corporate transactions that are in the best interests of the stockholders without undue concern over whether the transactions may put the executive’s employment at risk. Additional information regarding these employment agreements and the potential payments due under these agreements can be found below in the sections titled “Employment Agreements” and “Potential Payments Upon Termination or Changes in Control.” Our compensation program includes a blend of both fixed and variable, at-risk compensation. The annual incentive and long term incentive plan are designed to reward both short-term and long-term results. This design mitigates an incentive for short-term risk taking that would be detrimental to our long-term interests. Maximum annual incentive plan award payouts are capped at 150% of target for named executive officers and other senior vice presidents and 120% of target for other executives. These limits are market based, conservative and mitigate excessive risk taking, since the maximum awards are limited under our plan. A significant percentage of executive officer incentive compensation is based on our overall performance. This limits any actions that would maximize the performance Our incentive compensation programs are designed with payout curves that are relatively smooth, and do not contain any “cliffs” that might encourage executives to adopt risk in order to exceed the next payout hurdle. All equity awards are subject to either timed-based and/or performance-based vesting, and typically vest over a three-year period. Consequently, because the vesting of these awards is fixed and non-discretionary, the awards promote an employee’s long-term commitment to Name and Principal Position Dennis L. May President and Chief Executive Officer Jeremy J. Aguilar Chief Financial Officer Gregg W. Throgmartin Executive Vice President, Chief Operating Officer Michael G. Larimer Officer Douglas T. Moore(6) Dennis L. May Jeremy J. Aguilar Gregg W. Throgmartin Michael G. Larimer Douglas T. Moore Dennis May Jeremy J. Aguilar Gregg W. Throgmartin Michael G. Larimer Douglas T. Moore Named Executive Officer Dennis L. May Jeremy J. Aguilar Gregg W. Throgmartin Michael G. Larimer Douglas T. Moore Name Dennis L. May President and Chief Executive Officer Jeremy J. Aguilar Chief Financial Officer Gregg W. Throgmartin Executive Vice President and Chief Operating Officer Michael G. Larimer General Merchandising Officer Douglas T. Moore Chief Merchandising and Marketing Officer Name Dennis L. May President and Chief Executive Officer Gregg W. Throgmartin Executive Vice President and Chief Operating Officer Jeremy J. Aguilar Chief Financial Officer Michael G. Larimer General Merchandising Officer Douglas T. Moore Chief Merchandising and Marketing Officer 2013. Name Dennis L. May President and Chief Executive Officer Jeremy J. Aguilar Chief Financial Officer Gregg W. Throgmartin Executive Vice President and Chief Operating Officer Michael G. Larimer General Merchandising Officer Douglas T. Moore Chief Merchandising and Marketing Officer Target Maximum change of control, or (ii) voluntarily resigns within 12 months of a change of control of our Company 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. 2013 Executive and Benefits Dennis L. May Salary Continuation(b) Non-Equity Incentive Plan Compensation(c) Stock Options(d) Restricted Stock Units(i) Healthcare(e) Total Jeremy J. Aguilar Salary Continuation(f) Non-Equity Incentive Plan Compensation(g) Stock Options(d) Restricted Stock Units(i) Healthcare(h) Total Gregg W. Throgmartin Salary Continuation(f) Non-Equity Incentive Plan Compensation(g) Stock Options(d) Restricted Stock Units(i) Healthcare(h) Total Michael G. Larimer Salary Continuation(f) Non-Equity Incentive Plan Compensation(g) Stock Options(d) Restricted Stock Units(i) Healthcare(h) Total Douglas T. Moore Salary Continuation(f) Non-Equity Incentive Plan Compensation(g) Stock Options(d) Healthcare(h) Total Name Lawrence Castellani Cathy Langham Charles P. Rullman Michael L. Smith Peter M. Starrett Kathleen C. Tierney Darell E. Zink Plan Category Equity compensation plans approved by securities holders Equity compensation plans not approved by security holders Total each person who beneficially owns more than 5% of our common stock; each of our named executive officers; each member of the Board; and all executive officers and directors as a group. Name of Beneficial Owner Freeman Spogli & Co.(1) John M. Roth(2) Gregg W. Throgmartin(3) Dennis L. May(4) Lawrence P. Castellani(5) Peter M. Starrett(6) Michael D. Stout(7) Michael G. Larimer(8) Jeremy J. Aguilar(10) Michael L. Smith(9) Charles B. Young(11) Darell E. Zink(12) Charles P. Rullman(13) Catherine A. Langham(14) Kathleen C. Tierney(15) Douglas T. Moore Trent E. Taylor Benjamin D. Geiger(2) All directors and executive officers as a group (17 individuals)(16) Adage Capital Partners, L.P.(17) Van Berkom & Associates Inc.(18) Fee Category Audit fees(1) Non-cash fair market value adjustments to the carrying value of long-lived assets in service where the estimated future cash flows are less than the carrying amount of the assets. We have used EBITDA because we consider it an important supplemental measure of our performance and believe it is frequently used by analysts, investors and other interested parties in the evaluation of companies in our industry. Management uses EBITDA as a measurement tool for evaluating our actual operating performance compared to budget and prior periods. Other companies in our industry may calculate EBITDA differently than we do. EBITDA is not a measure of performance under generally accepted accounting principles (GAAP) and should not be considered as a substitute for net income EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; EBITDA does not reflect interest expense or the cash requirements necessary to service interest or principal payments on our debt; EBITDA does not reflect tax expense or the cash requirements necessary to pay for tax obligations; and Although depreciation and amortization are non-cash charges, the asset being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements. Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; Adjusted EBITDA does not reflect interest expense or the cash requirements necessary to service interest or principal payments on our debt; Adjusted EBITDA does not reflect tax expense or the cash requirements necessary to pay for tax obligations; and Although depreciation and amortization are non-cash charges, the asset being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. Net income, as reported Adjustments: Depreciation and amortization Interest expense, net Income tax expense EBITDA Transactional adjustments: Asset impairment charges Life insurance proceeds Severance paid Adjusted EBITDAxý No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of the transaction: (5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 
31, 201230, 201331, 201230, 2013 at the Company’s principal executive offices, 4151 E. 96th Street, Indianapolis, IN, 46240. The Annual Meeting is being held for the following purposes:(1) To elect a Board of eleven directors; (2) 2013;2014; and(3) To transact such other business that is properly introduced at the Annual Meeting or any adjournment or postponement of the Annual Meeting. June 8, 2012,May 31, 2013, as the record date for the determination of stockholders who will be entitled to notice of and voting rights at the Annual Meeting. The list of stockholders entitled to vote at the Annual Meeting will be available for inspection, as required by the Company’s By-Laws, at the Company’s offices, located at 4151 E. 96th Street, Indianapolis, IN, 46240, at least ten days before the Annual Meeting.By Order of the Board of Directors, 29, 2012 Page PageGENERAL INFORMATION 1 PROPOSAL NO. 1 – ELECTION OF DIRECTORS 5 1 65 6 7 9 10 13 NON-DIRECTOR EXECUTIVE OFFICERS 11 14 12 15 13 16 EXECUTIVE COMPENSATION 22 26 22 26 24 28 26 30 27 31 28 32 EMPLOYMENT AGREEMENTS 29 33 31 35 2013 DIRECTOR COMPENSATION 33 36 34 38 36 40 38 42 39 43 STOCKHOLDER PROPOSALS 39 43 39 4320122013 Annual Meeting of Stockholders and at any meeting following adjournment thereof.31, 201230, 2013 beginning at 2:00 p.m., local time. Stockholders will be admitted beginning at 1:30 p.m. The meeting will be held at the Company’s principal executive offices, 4151 E. 96th Street, Indianapolis, IN, 46240.29, 201221, 2013 to holders of shares of our common stock as of June 8, 2012,May 31, 2013, the record date for the meeting.the 4151 E. 96th Street, Indianapolis, IN 46240 or by email atinvestorrelations@hhgregg.comor by calling (317)848-8710.31, 2012.30, 201320122013 are available to stockholders via the internet atwww.edocumentview.com/HGG.2013.June 8, 2012,May 31, 2013, 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 forJune 8, 2012, the Record Date, 36,087,22631,504,454 shares of our common stock were outstanding. You do not have cumulative voting rights.1.The election of the eleven nominees named in this Proxy Statement to the Board of Directors (Proposal No. 1); and2.The ratification of the action of our Audit Committee in appointing KPMG LLP, or KPMG, as our independent registered public accountants for the fiscal year ending March 31, 2013 (Proposal No. 2).1.FOR the election of the eleven nominees named in this Proxy Statement to the Board of Directors (Proposal No. 1); and2.FOR the ratification of the action of our Audit Committee in appointing KPMG as our independent registered public accountants for the fiscal year ending March 31, 2013 (Proposal No. 2).June 8, 2012, the Record Date, 36,087,22631,504,454 shares of our common stock were outstanding and, therefore, 18,043,61315,752,228 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 “How will abstentions and broker non-votes be treatedtreated?” in this Proxy Statement for more information.20132014 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.1and,1 and, therefore, will have no effect on the outcome of the vote.our Annual Report and form of proxy card and our Annual Report for the year ended March 31, 20122013 by visitingwww.hhgregg.com and clicking the “Investor Relations” link or by visitingwww.edocumentview.com/HGG. Once you are in the Investor Relations section of our website, click the “Financials and SECtelephone:or by calling (800) 622-6757. If you are a street name holder and wish to revoke your consent to householding and receive additional copies of our proxy statement and annual report in future years, you may call Broadridge Investor Communications Services toll-free at 1-800-542-1061 or write to Broadridge Investor Communications Services, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are a stockholder of record and wish to revoke your consent to householding and receive additional copies of our proxy statementProxy Statement and annual reportAnnual Report in future years, you may call hhgregg Investor Relations at (317) 848-8710.shareholdersstockholders of record, including address changes, name changes, inquiries as to requirements to transfer hhgregg stock and similar issues, can be handled by calling hhgregg Shareholder Services at (800) 622-6757 or by accessing Computershare’s website atwww.computershare.com. 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 your proxy will be castFOR the election of the eleven nominees unless authority is withheld. All nominees are currently members of our Board of Directors.Directors, except Mr. Gregory M. Bettinelli, who has been nominated by our Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee to replace Mr. Charles P. Rullman who is retiring from the Board of Directors at the end of his current term and is not standing for re-election. Each nominee has consented to being named in this Proxy 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), your proxy will be voted for a substitute nominee, if any, as shall be designated by our Board of Directors.4445, our President and Chief Executive 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 Companyus 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. Mr. May brings to our Board of Directors expertise in the strategic and operational aspects of the retail industry that he has gained during his 2627 years working in the industry.34,35, our Executive Vice President and Chief Operating Officer and a Director, joined us in January 2001and2001 and became a Director in May 2012. He has been our Executive Vice President and Chief Operating Officer since September 2009. Other positions held by him with our Companyus include Senior Vice President of Store Operations, Vice President of Sales, Director of Strategic Merchandising, Regional Manager and Store General Manager. Mr. Throgmartin brings to our Board of Directors expertise in the operational aspects of the business due to his experience and depth of knowledge of the Companyour business and the retail industry.66,67, became a Director in July 2005. From June 2006 to May 2008, Mr. Castellani served as a Director of Advance Auto Parts, Inc., a specialty retailer of auto parts, where he also served as the Chairman of its boardBoard from February 2003 to May 2006 and 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 due to his extensive experience in executive leadership in the retail industry.37,38, 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. Mr. Geiger brings to our Board of Directors experience and insights into strategic expansion opportunities, transactional structuring and debt and equity financing.54,55, 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 2324 years serving as a leader in the logistics industry and as a member of the boardBoards of directorsDirectors for multiple public companies.53,54, 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 directorDirector on the Board of El Pollo Loco, Inc., a restaurant chain. In the past five years, Mr. Roth has also served on the BoardsBoard 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, 64,became a Director in 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. 63, 64, our Chairman of the Board of Directors, became a Director in July 2005 and became Chairman of the Board of Directors in May 2012. Mr. Smith served as Executive Vice President and Chief Financial and Accounting Officer of Wellpoint, Inc., a health benefits company,He retired in 2005 from 1999 until his retirement in January 2005. He servedpositions as Executive Vice President and Chief Financial Officer of Wellpoint, Inc., formerly Anthem, Inc., a health benefits company.insurance company, positions he had held since 1999. 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 two other publicly traded companies, Kite Realty Group Trust, a REIT; Brightpoint, Inc., a global distribution and logistics company; 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 makes him a valuable resource in his role as Chairman of the Board of Directors and as Chairman of the Audit Committee.64,65, became a Director in connection with our recapitalization in February 2005 and served as Vice Chairman of our Board of Directors 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 boardsBoards of directorsDirectors 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 boardBoard of directorsDirectors 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.67,68, became a Director in February 2010. In April 2012, Ms. Tierney joined Parallel Investment Partners as an Operating Partner at The Fragrance Outlet. In May 2011, she joined VOZ Partners as an Operating Partner. Ms. Tierney 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, and as a director until May 2011. 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 Chief Executive Officer 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.6566, 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 serveshas served as a directorDirector 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. Mr. Rullman, Mr. Smith, Mr. Starrett, Ms. Tierney and Mr. Zink as directors for a one year term.theirthem being Directors and stockholders. In addition, the Board has determined that the members of each of the Audit, Compensation and Nominating and Corporate Governance and Real Estate 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.sixseven times during fiscal 2012.2013. The non-employee independent directors (as defined by the rules of the NYSE) met sixfour times during fiscal year 20122013 in executive session without the presence of management directors or employees of the Company. Our executive sessions are presided over by the Chairman of the Board. Prior to his passing in February 2012, these meetings were chaired by Jerry W. Throgmartin. On May 17, 2012, Michael L. Smith was appointed as Chairman of the Board of Directors. 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. AllTen of the eleven members of the Board attended the 20112012 annual meeting of stockholders.20122013 are set forth below: 20122013(2)• • Oversees the integrity of our financial statements;4 • Oversees our compliance with legal and regulatory requirements; • Evaluates the independent auditors’ qualifications, performance and independence; and • Reviews the performance of our internal audit function. 4• • Evaluate and recommend for approval by the Board compensation for selected senior executive officers of hhgregg;6 • Set the compensation of the CEO and review his performance against set goals; • Administer our equity compensation plans; • Evaluate and review the structure of compensation and benefits for directors, officers and employees, including setting pre-tax earnings goals and approving the payment of annual incentive awards under our incentive compensation plans; and • Establish and communicate to the Board and to management our general compensation philosophy, as well as considerations for determining compensation for executive officers. 5• • Identify and recommend to the Board individuals to fill vacant Board positions and/or nominees for election as directors at the annual meeting of stockholders;1 • Review the structure, independence and composition of the Board and its Committees and the Committee charters and make recommendations to the Board; • Evaluate the performance of the Board and Committees and report findings to the Board; • Nominate for Board approval the Chairman, and make recommendations to the Board regarding their respective roles; • Review and make recommendations for amendments to our Code of Business Conduct and Ethics; • Recommend to the Board and oversee the implementation of sound corporate governance principles and practices; and • Develop and recommend to the Board procedures for a stockholder to send communications to the Board. 1• • 5 • Review and evaluate store and market performance and assist the Company’s management in real estate related decisions. 4• • Make decisions and evaluate issues referred to the executive committee by the Board or the Chairman of the Board; and4 • Act with full authority on behalf of the full Board between meetings. 6(1) Chairman of the Committee. (2)Mr. Smith currently serves on the audit committee of four public companies (including us). In accordance with our Audit Committee charter, these obligations have been disclosed to the Board. The Board determined that serving on a total of four audit committees does not impair Mr. Smith’s ability to effectively serve on our audit committee, but rather enhances his ability to serve due to the experience and perspective he brings from his service on other audit committees.“Stockholder“Stockholder Proposals” in this Proxy Statement for further information. Nominations must be delivered to the Corporate 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. See our By-laws for more information on procedural requirements. 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. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, the Committee believes that it is 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 us to join the Board or to be nominated for election as a director. Immediately prior to Mr. May’s appointment as President and Chief Executive Officer, Mr. Jerry W. Throgmartin served as Chairman and Chief Executive Officer. Upon Mr. May’s appointment, the Board decided to retain Mr. Throgmartin as the Executive Chairman of the Board, which allowed 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. After the passing of Mr. Throgmartin in early 2012, the Board appointed Mr. Michael L. Smith as our Chairman. By having a separate Chairman and Chief Executive Officer, the Board believes that the Chief Executive Officer may devote more of his attention to managing the operations of the Company while the Chairman assumes the responsibility of providing leadership within the Board. Our Chairman provides guidance to our Chief Executive Officer and other executive officers and focuses on board oversight responsibilities and strategic planning. Having the Chief Executive Officer serve on the Board of Directors ensures that the Board contains the individual most familiar with the Company’s business and industry and most effective at identifying strategic priorities and implementation of the Company’s strategy, while also retaining an independent leader. The Board believes that the structure of its leadership may vary from time to time, depending on the circumstances of the Company and its succession planning. Therefore, in the future the Board will consider whether to maintain the separation of the roles of Executive Chairman and Chief Executive Officer.2012,2013, Michael L. Smith served as Chairman of the Audit Committee of the Board of Directors. The other members of the Audit Committee during fiscal 20122013 were Catherine A. Langham and Charles P. Rullman, Darell E. Zink and Catherine A. Langham. Mr. Zink served prior to October 2011 and Mrs. Langham served as of and subsequent to October 2011.Rullman. 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 is an “audit committee financial expert,” as defined by SEC rules, and has accounting or related financial management expertise, as required by the NYSE’s listing requirements.20122013 with our management. The Audit Committee has discussed with KPMG LLP, our independent registered public accountants, the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended, and as adopted by the Public Company Accounting Oversight Board in Rule 3200T.20122013 Annual Report on Form 10-K for filing with the SEC.Darrel E. Zink**Mr. Zink was not a member of the Audit Committee at the end of fiscal 2012, but remains a member of the Board.NAMEDEXECUTIVE OFFICERSJune 8, 2012:May 31, 2013: Age 38 37 Chief Financial Officer MichaelJeffery G. Larimer 54 58General Merchandising OfficerDouglas T. Moore^55 Chief Merchandising and Marketing Officer 60 59 Chief Administrative Officer 55 54 Chief Information Officer 49 48 Chief Human Resources Officer ^Mr. Moore resigned from the Company effective June 20, 2012.MichaelJeffery G. LarimerHaines, our GeneralChief Merchandising Officer, joined us in March 1999.2013. Mr. Larimer became our General Merchandising Officer in February 2012. HeHaines has over 30 years of retail experience, including merchandising and advertising. From January 2008 through October 2011, Mr. Haines served as Chief MerchandisingExecutive Officer from September 2009 to February 2012.of NSA Media, an advertising agency and a division of the InterPublic Group of Companies. From June 20082004 through September 2009, heDecember 2007, Mr. Haines served as Senior Vice President of Electronics Merchandising. From 1999 to 2001 he served as the Video Merchandising Manager and was appointed Vice PresidentAlliance Media Division, a print media division of Electronics Merchandising in 2001.NSA Media. Prior to joining the Company,2004, 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.Douglas T. Moore, our Chief Merchandising and Marketing Officer, joined us in February 2012. Prior to joining our Company, Mr. Moore served as Vice President of Operations at Safelite Group. From 2007 to 2010, he served as an executive for Sears Holdings Corporation, with his last position as Senior Vice President, President-Appliances. Prior to 2007, heHaines served for 1724 years as a senior executive for Circuit City Stores, Inc.,Sears, Roebuck and Company, with his last position as Executive Vice President, Chief Merchandising Officer. He hasStrategic Retail Marketing and also served as a directorin the roles of Lumber Liquidator Holdings, Inc., a national chain of wood floor showrooms, since April 2006.Vice President & GMM and Divisional Merchandise Manager.PriorFrom 2009 to joining our Company,2011, Mr. Taylor worked as an independent IT consultant. From 1992 to 2009, Mr. Taylor served as an executivein a number of roles for Walgreen Company, with his last position as Executive Vice President. Mr. Taylor has over 25 years of experience in the information technology field, including systems architecture, data center infrastructure, networking, applications and e-commerce.20122013, Lawrence P. Castellani served as Chairman of the Compensation Committee of the Board of Directors. The other members of the Compensation Committee during fiscal 2013were Lawrence P. Castellani, John M. Roth, Peter M. Starrett and Darell E. Zink. Mr. Roth served prior to October 2011 and Mr. Zink served as of and subsequent to October 2011. The Compensation Committee chair is Mr. Castellani.John M. Roth**Mr. Roth was not a member of the Compensation Committee at the end of fiscal 2012, but remains a member of the Board.20122013 were:•Dennis L. May,President and Chief Executive OfficerDouglas T. Moore,Trent E. Taylor, Chief Merchandising and MarketingInformation OfficerGeneralSenior Vice President - Electronics Merchandising OfficerProcess.Process. A discussion of our compensation philosophy, the objectives of our compensation programs and policies, and the process we use to determine executive compensation.2012.2013.Philosophy. We believe our success depends on our 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 associates in attaining business objectives and maximizing stockholder value. Our compensation awards are based on the fundamental principle of aligning the interests of our executives 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, our named executive officer compensation, while targeted to a market median overall (as described below), is heavily leveraged with a combination of long-term equity and annual cash incentive 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 associates and a positive work environment built on trust and respect help solidify our executives’ commitment to deliver a superior customer purchase experience and links our executives’ efforts to our corporate objectives and the stockholders’ interests.2012.2013.The Compensation Committee considers several internal factors to determine and approve our executive compensation. The material internal factors that are assessed include (i) the value of the named executive 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 named executive officer’s level of industry and functional knowledge and personal contribution to our strategic and operational success; (iii) the named executive officer’s ability to lead, inspire and influence others in a positive and constructive manner; and (iv) the named executive officer’s outstanding equity awards, performance-based incentives and compensation history.2012,2013, the Compensation Committee considered these material internal factors against the 20112012 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 111131 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 executive officers. The Compensation Committee used a subset of 3742 of these companies with revenues between $375$395 million and $4$3.6 billion in their analysis. The subset of companies in the Remuneration Report that the Compensation Committee used are set forth below.3742 companies in the Remuneration Report if we achieved our target performance levels for the annual and long-term incentive plans described below. The Compensation Committee aims to pay out incentive compensation based on the achievement of Companyperformance 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 named executive officers at a level higher than the median level when our performance exceeds targeted levels and lower than the median level when our performance is lower than targeted levels. For fiscal 2012,2013, the total cash compensation in the aggregate earned by our named executive officers was below the median range of aggregate comparative pay in the Remuneration Report subset because no annual incentive compensation was earned for fiscal 2012.2013. For fiscal 20122013 the total long term equity incentive compensation earned by our named executive officers was competitive to the companies in the Remuneration Report subset. This was due in part to our commitment to align the compensation$600$680 million to $7.1 billion to assess the competitiveness of our named executive officers’ base salary, incentive compensation, equity compensation and perquisites. From this 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 the 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 11 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. From this review, we determined our base, target annual incentive compensation, and long term incentives fell below the average for this group of 11 retailers.For fiscal 2012 our named executive officers received a blend of stock options, restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”). We believe this combination of stock and performance-based stock compensation allows us to stay competitive in the marketplace relative to our peer group, while further aligning our executive compensation philosophy with the long-term goals of our stockholders and emphasize pay-for-performance. Because the Company did not meet adjusted EBITDA targets in fiscal 2012, no PRSUs were earned and the fiscal 2012 awards have been forfeited. If adjusted EBITDA targets are achieved in fiscal 2013, and target PRSUs are earned, the value of long-term equity awards granted will be comparable to the value of long term equity awards when only stock options were granted in prior years. Going forward, if adjusted EBITDA targets are not met in fiscal 2013, the value of total equity awards granted will decrease because the performance-based restricted stock units will not be earned.2012.2013.20122013 analyses included:AC Moore Arts & CraftsChico’sNew York & CompanyAbercrombie & Fitch Children’s PlaceCollective Brands Pier 1 Imports Aeropostale Coldwater CreekDestination Maternity CorporationRent-A-Center American Eagle Outfitters SDW Richemont North America Ann Inc. Fifth & Pacific Companies Ritchie Bros. Auctioneers American EagleAscena Retail Group Collective BrandsFinish Linerue21 Bebe Stores Fossil Saks Anderson’sBon-Ton Stores DSWGNC Stage Stores Ann Inc.Burberry FossilSterling JewelersBebe StoresGymboreeHot Topic Talbots Bon-Ton StoresCabela's Hot TopicHugo Boss USA Tiffany & Co. Build-A-Bear WorkshopCarter's J. Crew Tractor SupplyUlta Salon, Cosmetics & FragrenceCabela’sCBRL Group - Cracker Barrel Kenneth Cole Tween BrandsVera Bradley DesignsCarter’sLiz ClaiborneWilliams-SonomaCBRL—Cracker BarrelCharming Shoppes Movado Group ZaleWalt Disney Company, The Disney StoresCharming ShoppesChico's NET-A-PORTER Williams Sonoma Children's Place New York & Company Zale Advance Auto Parts Lumber Liquidators Radio Shack Cabela’s OfficeMax The Anderson’s Conn’s Pep Boys Tractor Supply Company Dick’s Sporting Goods Pier 1 Imports 2012,2013, our compensation program for named executive officers primarily consistsconsisted of four elements including (i) base salary; (ii) annual incentive; (iii) long-term incentive; and (iv) health, retirement and other benefits.Pay Element Objective Key FeaturesObjective Key Features Base Salary To attract and retain leadership talent and to provide a competitive base of compensation that recognizes the executive’s skills, experience and responsibilities in the position. Provide a fixed level of cash compensation for executives’ performance of day-to-day responsibilities. To provide executives with a clear financial incentive based on achievement of critical short-term financial and operating goals and strategic initiatives. Annual cash payout based on achievement of Company performance targets over the fiscal year. the Company’sour long-term performance as measured by Company objectives and performance. Annual grants of stock options, and restricted stock unit awards with time-based and/or performance-based vesting. To provide reasonable, market comparable benefits intended to attract and retain high performing executives. the Company contributeswe contribute to the 401(k) Plan; providesPlan and provide group term life, , salary continuation and, in certain circumstances, an auto allowance.the Company’sour named executive officers is significantly at risk and tied to overall Company performance.3742 retail companies surveyed in the Remuneration Report. The Company usesWe use the 50th percentile of the base salary for a particular executive officer position as set forth in the Remuneration Report.Companyour financial performance to set salary budgets that determine annual salary increases for executive officers. Merit increase data reported in salary budget surveys from WorldatWork, HayGroup, Aon Hewitt, HayGroup®, Mercer, Towers PerrinWatson, CompData, Conference Board, ERI, Kenexa and World at WorkCulpepper are also taken under consideration.consideration by the Compensation Committee. The surveys reported projected 20122013 executive merit increase budgets ranging from 2.8% to 3.1%3.0%.theour performance of the Company to determine base salary, weightings are established for business metrics and leadership factors. For fiscal 2012,2013, 50% of the performance weightings were based on Company metrics such as sales, adjusted EBITDA and selling, general and administrative expenses as well as departmental metrics. The remaining 50% was based on individual20122013 were: (1) change initiative, (2) customer service, (3) business knowledge, (4) sense of urgency, (5) team skills, (6) developing associates, (7) problem solving skills, and (8) two-way communication skills. The same eight factors were considered for each named executive officer. The resulting average total increase in salary for the named executive officers as a group was 4%8% in fiscal 2012,2013, which included performance-based merit increases and remuneration adjustments based on our Remuneration Report subset and peer proxy analysisanalysis. The average total increase in salary includes increases of 15% for Mr. May, 8% for Messrs. May, Throgmartin, Aguilar and Aguilar of 8%, 8%,Larimer, 4% for Mr. Taylor and 7% respectively. The other named executive officers’ increases were 0% - 2%.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 for the comparable company subset group in the Remuneration Report, because base salary pay is typically lower than average, and to bring total cash compensation to a competitive level, annual incentive compensation is set above the 50th percentile. The amount of annual incentive compensation is based on a percentage of base salary for each named executive officer.2012,2013, which was established by our Compensation Committee in conjunction with our annual budgeting process, was established at approximately 100% of thepayoutcompensation is the amount intended to be awarded if we meet our adjusted EBITDA target for the year. In fiscal 2012,20122013 to reward exceptional performance relative to our adjusted EBITDA target.2012, the Company2013, we needed to achieve an adjusted EBITDA target of $129.5$123.8 million inclusive of the charge associated with the annual incentive payout. The following table shows the adjusted EBITDA targets for achieving threshold, target and maximum annual incentive compensation as well as the payout at each level:Adjusted EBITDA% Payout of Base SalaryThreshold$112.3 million50% Target$129.5 million100% Maximum$150.0 million150% Adjusted EBITDA % Payout of Base Salary Threshold $ 107.0 million 25 % Target $ 123.8 million 100 % Maximum $ 143.4 million 150 % 2010 the payout percentage was 103% of each executive officer’s target award, or 103% of base salary. In fiscal 2011, the payout percentage was 59% of each executive officer’s target award, or 59% of base salary. In fiscal 2012, the Company2013, we did not achieve the threshold level of Adjustedadjusted EBITDA and as a result the payout percentage was 0% of each executive officer’s target award, or 0% of base salary. Awards are not typically modified for individual performance, but if they were, positive or negative discretionary adjustments must be approved by the Compensation Committee. EBITDAand loss related to the early extinguishment of debt.historicallymay be issued in the form of stock options, restricted stock units, or RSUs, or performance-based restricted stock units, or PRSUs, and is designed to align the interests of our executive officers with the interests of our stockholders and our multi-year growth plan. In order to continue to connect our executives to theour long-term success, of the Company, create alignment with stockholders and to minimize dilution of stockholder equity, our named executive officers received a blend of stock options, restricted stock units and performance-based restricted stock units in fiscal 2012.2013. We believe this combination of stock and performance-based stock compensation allows us to stay competitive in the marketplace relative to our peer group, while further aligning our executive compensation philosophy with the long term goals of our stockholders and emphasizing pay-for-performance. We set long-term incentives above the median of our peers to promote an ownership culture, maximize stockholder value over time and represent our strongest generator of retention for our key executives.performanceperformance-based 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 3,200,2433,442,729 shares have been granted as of March 31, 2012.2013. The Compensation Committee is authorized to grant up to 6,000,000 shares of our common stock under the Equity Incentive Plan. Of this number, 1,751,9711,185,005 are available for grant as of June 1, 2012.May 29, 2013.2012, 35%2013, 23% of options granted to all of our employees were awarded to named executive officers.2012,2013, the Compensation Committee established annual long-term equity incentive opportunities for each named executive officer in combinationswith a combination of stock options, time-based RSUs and PRSUs based on their estimated value on the date of grant. The Compensation Committee granted an aggregate of 205,000182,000 stock options, 28,00036,400 time-based RSU awards and 50,40060,480 PRSU awards to our named executive officers.performanceperformance-based restricted stock units granted to our named executive officers in fiscal 2012: Stock Options RSUs (time-based) Performance RSUs(1) 52,500 10,500 25,200 28,000 5,600 6,720 35,000 7,000 12,600 65,000 — (2) — (2) 24,500 4,900 5,880 205,000 28,000 50,400 Executive Stock Options RSUs (time-based) Dennis L. May 52,500 10,500 25,200 Jeremy J. Aguilar 28,000 5,600 6,720 Gregg W. Throgmartin 35,000 7,000 12,600 Trent E. Taylor 21,000 4,200 5,040 Michael D. Stout 21,000 4,200 5,040 Michael G. Larimer 24,500 4,900 5,880 Total 182,000 36,400 60,480 (1) Reflects the total number of RSUs that our named executive officers were eligible to earn under the terms of their PRSU award agreements. (2)Mr. Moore did not receive an RSU or PRSU grant at his date of hire. time-based RSUs granted to named executive officers in fiscal 20122013 are time-based and will vest in full three years from their grant date.June 2011.May 2012. Any earned PRSUs vest in full on the third anniversary from the grant date, provided the named executive officer remains continuously employed by the Company through the service completion date of June 2, 2015.May 30, 2016. For fiscal 2012,2013, the target performance measures were based on an adjusted EBITDA target of $137,200,000.$131,200,000. The target performance measures for the PRSUs were not achieved for fiscal 20122013 and thus all PRSUs granted in fiscal 20122013 to named executive officers have expired by their terms.20122013 Grants of Plan-Based Awards table 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 2012,2013, our named executive officers who had become eligible in the plan, with a minimum of one year of continuous service, did not earn a plan contribution. Each eligible, named executive officer received an interest credit of 3.25% on any accumulated plan balance as of April 1, 2011,2012, 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 3.25%, 3.25%, and 5.0% interest rate for each of fiscal 2012,2013, fiscal 20112012 and fiscal 2010,2011, respectively. We believe that this program plays an important role in attracting and retaining executive talent.2012,2013, our named executive officers were entitled to $300,000 in additional life insurance coverage the premiums for which were paid by us. Our named executive officers receive short-term disability premiums. 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. Upon an approved short-term disability claim, our named executive officers would receive salary continuation for six weeks at 100% of base rate of pay. If short-term disability exceeds six weeks, our named executive officers would receive 50% of their base rate of pay for up to an additional seven weeks. If the named executive officer remains disabled after 13 weeks, the Company’s long-term disability plan would apply.20122013 Summary Compensation Table.stockStock Ownership Guidelines. We have not adopted formal stock ownership guidelines for our executive officers and non-employee directors. However, our executive officers collectively beneficially own 13.5%12.6% of our common stock as of June 8, 2012.7, 2013. Our non-employee directors collectively beneficially own 2.3%2.4% of our common stock as of June 8, 2012.7, 2013. This number does not include the beneficial holdings of Mr. John Roth due to his affiliation with Freeman Spogli & Co.the Company.us. In reaching this conclusion we considered factors such as:on one Company department,of our departments, at the detriment of the other.13.5%12.6% of our outstanding shares of common stock as of June 8, 2012.7, 2013. We believe their large, long-term stake in the Company ensures that they consider the interests of the Company and the stockholders and discourages excessive risk taking that could negatively impact the price of our common stock.the Companyus and are not predicated on or influenced by an individual’s excessive risk taking. Rather, the value of the award is tied to the Company’sour stock price or its performance.Consideration of 2011 Stockholder Advisory Vote on At our 2011 Annual Meeting of Stockholders we asked our stockholders to vote, on an advisory basis, on the fiscal 2011 compensation of our then named executive officers as disclosed in our 2011 Proxy Statement, commonly referred to as a “say-on-pay” advisory vote. Our stockholders overwhelmingly approved the compensation of our then named executive officers, with approximately 99% of the votes cast voting in favor of the matter. Our Compensation Committee took into consideration the results of the say-on-pay advisory vote in its review of our compensation program against our compensation philosophy and business objectives and determined not to implement substantial changes to our fiscal 2012 compensation program as a result of the say-on-pay vote. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay vote when making future compensation decisions for our named executive officers. In determining the frequency of our stockholder say-on-pay advisory vote, the Board took into consideration our stockholder preference and determined that we will hold our stockholder say-on-pay advisory vote every three years. 2011 and 20102011 compensation of our Chief Executive Officer and Chief Financial Officer and the three other most highly compensatednamed executive officers. Fiscal
Year Salary
($) Bonus
($) Stock
Awards
($)(1) Option
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($)(3) All other
Compensation
($)(4) Total
($) 2012 $ 486,000 $ — $ 506,940 $ 327,379 $ 10,749 $ 20,018 $ 1,351,086 2011 $ 450,000 — — $ 845,929 $ 306,419 $ 19,446 $ 1,621,794 2010 $ 400,000 — — $ 655,643 $ 452,467 $ 18,471 $ 1,526,581 2012 $ 289,200 $ — $ 174,944 $ 174,602 $ 2,734 $ 11,566 $ 653,046 2011 $ 270,300 — — $ 451,162 $ 180,451 $ 11,235 $ 913,148 2010 $ 265,000 — — $ 286,353 $ 293,624 $ 9,815 $ 854,792 2012 $ 302,900 $ — $ 278,320 $ 218,253 $ 4,509 $ 17,173 $ 821,155 2011 $ 280,500 — — $ 563,953 $ 188,879 $ 16,829 $ 1,050,161 2010 $ 275,000 — — 417,481 307,077 15,461 1,015,019 2012 $ 271,200 $ — $ 153,076 $ 152,777 $ 7,119 $ 11,372 $ 595,544 General Merchandising 2011 $ 265,200 — — $ 391,267 $ 181,342 $ 11,174 $ 848,983 2010 $ 260,000 — — $ 351,917 $ 294,379 $ 8,181 $ 914,477 2012 $ 50,500 $ 145,000 (5) $ — $ 346,252 $ — $ 1,076 $ 542,828 Chief Merchandising and Marketing Officer Name and Principal Position Fiscal
Year Salary
($) Bonus
($) Stock
Awards
($)(1) Option
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($)(3) All other
Compensation
($)(4) Total
($)Dennis L. May 2013 $ 560,000 $ 387,702 $ 282,447 $ 11,098 $ 19,585 $ 1,260,832 President and Chief 2012 $ 486,000 — 506,940 $ 327,379 $ 10,749 $ 20,018 $ 1,351,086 Executive Officer 2011 $ 450,000 — — $ 845,929 $ 306,419 $ 19,446 $ 1,621,794 Jeremy J. Aguilar 2013 $ 312,350 $ 133,795 $ 150,638 $ 2,823 $ 11,638 $ 611,244 Chief Financial Officer 2012 $ 289,200 — $ 174,944 $ 174,602 $ 2,734 $ 11,235 $ 652,715 2011 $ 270,300 — — $ 451,162 $ 180,451 $ 11,235 $ 913,148 Gregg W. Throgmartin 2013 $ 327,132 $ 212,856 $ 188,298 $ 4,656 $ 17,084 $ 750,026 Executive Vice President, 2012 $ 302,900 — $ 278,320 $ 218,253 $ 4,509 $ 16,829 $ 820,811 Chief Operating Officer 2011 $ 280,500 — — 563,953 $ 188,879 $ 16,829 $ 1,050,161 Trent E. Taylor 2013 $ 260,000 $ — $ 100,346 $ 112,979 $ — $ 8,544 $ 481,869 Chief Information Officer 2012 $ 114,500 — — $ — $ — $ 3,998 $ 118,498 Michael D. Stout 2013 $ 265,000 $ — $ 100,346 $ 112,979 $ 9,194 $ 10,708 $ 498,227 Chief Administrative 2012 $ 265,000 $ — $ 131,208 $ 130,952 $ 8,905 $ 10,754 $ 546,819 Officer 2011 $ 262,500 $ — $ — $ 338,372 $ 181,296 $ 12,127 $ 794,295 Michael G. Larimer 2013 $ 292,896 $ — $ 117,071 $ 131,808 $ 7,350 $ 11,408 $ 560,533 Senior Vice President, 2012 $ 271,200 $ — $ 153,076 $ 152,777 $ 7,119 $ 11,174 $ 595,346 Electronics Merchandising 2011 $ 265,200 $ — $ — $ 391,267 $ 181,342 $ 11,174 $ 848,983 (1) 2012,2013, our named executive officers received both time- and performance-based RSUs under our Equity Incentive Plan. For time-based RSUs, fair value is based on the closing price of our common stock on the date of grant. For performance-based RSUs, fair value is based on the estimated probable outcome of the performance measures as of the grant date, which assumes achievement of the adjusted EBITDA target of $137.2$123.8 million for fiscal 2012.2013. Company performance measures set by the Compensation Committee for the fiscal year ended March 31, 20122013 (a “Performance Year”). The Compensation Committee set the relevant performance measure at the start of the Performance Year, and then certified performance measure achievement following the end of the Performance Year. If earned, the PRSUs would have vested on June 2, 2015,May 30, 2016, subject to the named executive officer’s continuous employment during the vesting period. The target performance measures for fiscal 2013 were not met, and therefore these PRSUs were not granted. See footnote 8 to the table entitled “2012“2013 Grants of Plan-Based Awards” of this Proxy Statement for a more detailed description of these awards and for the maximum potential value of the PRSUs assuming the highest level of performance achievement.(2) 20122013 filed with the SEC on May 23, 201220, 2013 for a discussion of the relevant assumptions to determine the option award value at the grant date. The significant decrease in the value of stock options granted during fiscal 20122013 compared to fiscal 20112012 is primarily due to the increasedecrease in the estimated fair value of the options at their grant date, which averaged $5.38 for fiscal 2013 and $6.24 for fiscal 2012 and $11.10 for fiscal 2011.2012. The significant increasedecrease in the value of stock options granted during fiscal 2011 compared to fiscal 2010 is primarily due to the increase in the estimated fair value of the options at their grant date, which averaged $11.10 for fiscal 2011 and $6.75 for fiscal 2010.(3) 2012,fiscal 2013, the actual amounts earned by each of the named executive officers under the Annual Incentive Plan and the Non-Qualified Deferred Compensation Plan were as follows: Annual Incentive Plan Non-Qualified Deferred
Compensation Plan Total $ 0 $ 10,749 $ 10,749 $ 0 $ 2,734 $ 2,734 $ 0 $ 4,509 $ 4,509 $ 0 $ 7,119 $ 7,119 $ 0 $ 0 (^) $ 0 Total Dennis L. May $— $ 11,098 $ 11,098 Jeremy J. Aguilar $— $ 2,823 $ 2,823 Gregg W. Throgmartin $— $ 4,656 $ 4,656 Trent E. Taylor $— $ — $ — Michael D. Stout $— $ 9,194 $ 9,194 Michael G. Larimer $— $ 7,350 $ 7,350 “2012“2013 Grants of Plan-Based Awards” table, “Compensation Discussion and Analysis” and “2012“2013 Non-Qualified Deferred Compensation” table for more information. During fiscal 2013 and fiscal 2012, the amountamounts earned under the Annual Incentive Plan was 0% of target, compared to fiscal 2011 in which 59% of target was earned. Amounts earned under the Annual Incentive Plan during fiscal 2011 were less than what was earned in fiscal 2010 due to the Company’s performance against adjusted EBITDA targets in each respective year. During fiscal 2011 the amount earned under the Annual Incentive Plan was 59% of target, compared to fiscal 2010 in which 103% of target was earned.(^)Mr. Moore did not receive a contribution to the Non-Qualified Deferred Compensation Plan because the Company did not achieve the required performance target. He did not have a prior balance, and therefore did not earn interest in fiscal 2012.(4) The following chart is a summary of the items that are included in the “All Other Compensation” totals: Fiscal
Year Company
Contributions
to 401(k) Plan Other(a) Total 2012 $ 4,822 $ 15,196 $ 20,018 2011 $ 4,250 $ 15,196 $ 19,446 2010 $ 3,880 $ 14,591 $ 18,471 2012 $ 3,239 $ 7,996 $ 11,566 2011 $ 3,239 $ 7,996 $ 11,235 2010 $ 2,544 $ 7,271 $ 9,815 2012 $ 4,033 $ 12,796 $ 17,173 2011 $ 4,033 $ 12,796 $ 16,829 2010 $ 4,103 $ 11,358 $ 15,461 2012 $ 3,178 $ 7,996 $ 11,372 2011 $ 3,178 $ 7,996 $ 11,174 2010 $ 3,307 $ 4,874 $ 8,181 2012 $ 0 $ 1,076 $ 1,076 Total Dennis L. May 2013 $ 4,435 $ 15,150 $ 19,585 2012 $ 4,822 $ 15,196 $ 20,018 2011 $ 4,250 $ 15,196 $ 19,446 Jeremy J. Aguilar 2013 $ 3,688 $ 7,950 $ 11,638 2012 $ 3,239 $ 7,996 $ 11,235 2011 $ 3,239 $ 7,996 $ 11,235 Gregg W. Throgmartin 2013 $ 4,334 $ 12,750 $ 17,084 2012 $ 4,033 $ 12,796 $ 16,829 2011 $ 4,033 $ 12,796 $ 16,829 Trent E. Taylor 2013 $ 594 $ 7,950 $ 8,544 2012 $ — $ 3,998 $ 3,998 Michael D. Stout 2013 $ 2,758 $ 7,950 $ 10,708 2012 $ 2,758 $ 7,996 $ 10,754 2011 $ 4,131 $ 7,996 $ 12,127 Michael G. Larimer 2013 $ 3,458 $ 7,950 $ 11,408 2012 $ 3,178 $ 7,996 $ 11,174 2011 $ 3,178 $ 7,996 $ 11,174 (a) Represents amounts paid for life insurance premiums, short term disability premiums, executive health premiums and car allowance (if applicable). (5)The bonus paid to Douglas T. Moore related to a one time signing bonus paid upon his hire in February 2012.(6)Mr. Moore resigned from the Company effective June 20, 2012.20122012.2013.Name Dennis L. May $ 140,000 (1) $ 560,000 (1) $ 840,000 (1) President and Chief Executive Officer $ — $ 45,118 (2) $ 59,698 (2) 5/30/2012 (3) — 52,500 (3) $ 10.86 $ 282,447 (4) 5/30/2012 (5) 10,500 (5) — $ 114,030 (6) 5/30/2012 (7) $ 273,672 (6) — $ 273,672 (6) Jeremy J. Aguilar $ 78,087 (1) $ 312,350 (1) $ 468,525 (1) Chief Financial Officer $ — $ 23,069 (2) $ 31,745 (2) 5/30/2012 (3) — 28,000 (3) $ 10.86 $ 150,638 (4) 5/30/2012 (5) 5,600 (5) — $ 60,816 (6) 5/30/2012 (7) $ 72,979 (6) — $ 72,979 (6) Gregg W. Throgmartin $ 81,783 (1) $ 327,132 (1) $ 490,698 (1) Executive Vice President and Chief Operating Officer $ — $ 25,859 (2) $ 34,945 (2) 5/30/2012 (3) — 35,000 (3) $ 10.86 $ 188,298 (4) 5/30/2012 (5) 7,000 (5) — $ 76,020 (6) 5/30/2012 (7) $ 136,836 (6) — $ 136,836 (6) Trent E. Taylor $ 65,000 (1) $ 260,000 (1) $ 390,000 (1) Chief Information Officer $ — $ 18,200 (2) $ 26,000 (2) 5/30/2012 (3) — 21,000 (3) $ 10.86 $ 112,979 (4) 5/30/2012 (5) 4,200 (5) — $ 45,612 (6) 5/30/2012 (7) $ 54,734 (6) — $ 54,734 (6) Michael D. Stout $ 66,250 (1) $ 265,000 (1) $ 397,500 (1) Chief Administrative Officer $ — $ 27,744 (2) $ 35,694 (2) 5/30/2012 (3) — 21,000 (3) $ 10.86 $ 112,979 (4) 5/30/2012 (5) 4,200 (5) $ — $ 45,612 (6) 5/30/2012 (7) 54,734 (6) $ — $ 54,734 (6) Michael G. Larimer $ 73,224 (1) $ 292,896 (1) $ 439,344 (1) Senior Vice President, Electronics Merchandising $ — $ 26,334 (2) $ 34,470 (2) 5/30/2012 (3) — 24,500 (3) 10.86 131,808 (4) 5/30/2012 (5) 4,900 (5) — 53,214 (6) 5/30/2012 (7) 63,857 (6) — 63,857 (6) NameGrant DateEstimated Future PayoutsUnder Non-EquityIncentive Plan AwardsEstimatedFuturePayoutsUnderEquityIncentivePlanAwardsAll OtherStockAwards:Number ofShares ofStock (#)All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions (#)Exercise orBase Price ofOptionAwards($/share)Grant DateFair Valueof StockAwardsThreshold($)Target($)Maximum($)Target($)Dennis L. May$243,000(1)$486,000(1)$729,000(1)President and Chief Executive Officer$— $45,118(2)$59,698(2)6/2/2011(3)— 52,500(3)$14.20$327,379(4)6/2/2011(5)10,500(5)— $149,100(6)6/2/2011(7)$357,840(6)— $357,840(6)Jeremy J. Aguilar$144,600(1)$289,200(1)$433,800(1)Chief Financial Officer$— $23,069(2)$31,745(2)6/2/2011(3)— 28,000(3)$14.20$174,602(4)6/2/2011(5)5,600(5)— $79,520(6)6/2/2011(7)$95,424(6)— $95,424(6)Gregg W. Throgmartin$151,450(1)$302,900(1)$454,350(1)Executive Vice President and Chief Operating Officer$— $25,859(2)$34,945(2)6/2/2011(3)— 35,000(3)$14.20$218,253(4)6/2/2011(5)7,000(5)— $99,400(6)6/2/2011(7)$178,920(6)— $178,920(6)Michael G. Larimer$135,600(1)$271,200(1)$406,800(1)General Merchandising Officer$— $26,334(2)$34,470(2)6/2/2011(3)— 24,500(3)$14.20$152,777(4)6/2/2011(5)4,900(5)— $69,580(6)6/2/2011(7)$83,496(6)— $83,496(6)Douglas T. Moore$187,500(1)$375,000(1)$562,500(1)Chief Merchandising and Marketing Officer$— $26,250(2)$37,500(2)2/15/2012(3)— 65,000(3)$12.40$346,252(4)(1) All executives participate in the “Company Officer Personal Annual Incentive Award Plan,” or annual incentive plan. The “Threshold” amount represents the amounts that would be paid to the named executive officer if our performance meets a minimum level of adjusted EBITDA. If this minimum level of adjusted EBITDA is not achieved, the named executive officer receives no annual incentive award. The “Target” amount represents the amounts that would be paid to the named executive officers if our performance meets the target level of adjusted EBITDA as more fully described in the “Compensation Discussion and Analysis” section. The “Maximum” amounts represent the amounts that would have been paid if our performance exceeded the adjusted EBITDA target by a certain amount. Earned annual incentive awards are paid out in the first quarter of the subsequent fiscal year. (2) In April 2000, we adopted the Gregg Appliances Non-Qualified Deferred Compensation Plan which provides unfunded, non-tax qualified deferred compensation benefits for selected executives. We provide varying levels of annual contributions under the plan on behalf of the employee based on our performance targets. In a given year, if the performance target is not met, no contribution is made on behalf of the employee by us. In addition, we also contribute interest at an interest rate decided by the Compensation Committee based on the employee’s aggregate balance at the beginning of each fiscal year. For fiscal yearyears 2013 and 2012, the named executive officers did not earn a contribution to their accounts other than interest credited to account balances as of April 1, 2011.2012 and April 1, 2013, respectively.(3) The options were granted pursuant to the hhgregg, Inc. 2007 Equity Incentive Plan. The shares subject to the option vest in equal installments over three years commencing on the first anniversary of the date of grant. The option has a seven-year term from the date of grant, subject to earlier expiration if the executive’s employment terminates. (4) fullaggregate grant date fair value in accordance with FASB ASC Topic 718 of options granted during fiscal 20122013 as of the date of grant under the hhgregg, Inc. 2007 Equity Incentive Plan. Please refer to footnote 7 of the notes to the consolidated financial statements included in our 20122013 Annual Report on Form 10-K for discussion of the relevant assumptions to determine the option award value at the grant date.(5) The restricted stock units were granted pursuant to the hhgregg, Inc. 2007 Equity Incentive Plan. The shares vest in full on the third anniversary of the date of grant. (6) all stock based awards, including stock options,the RSUs andor PRSUs, that were granted during fiscal 20122013 as of the date of grant under the hhgregg, Inc. 2007 Equity Incentive Plan. Please refer to footnote 7 of the notes to the consolidated financial statements included in our 20122013 Annual Report on Form 10-K for discussion of the relevant assumptions to determine the option award value at the grant date. The grant date fair value of RSUs and PRSUs is calculated by multiplying the total number of RSUs and PRSUs, respectively, by the closing price of the Company’s common stock as quoted on the NYSE on the FASB ASC Topic 718 grant date of the award. The FASB ASC Topic 718 grant date was June 2, 2011May 30, 2012 for both the RSU and PRSU awards, and the closing price of our common stock on the NYSE was $14.20$10.86 on that date. For the PRSUs, fair value is based on the estimated probable outcome of the performance measure as of the FASB ASC Topic 718 grant date, which was 100% at the grant date for these awards. The following table shows the number of PRSUs each named executive officer would have earned had the highest level of performance been achieved in fiscal 2012:2013: Total
PRSU
Award Fair Value of
Stock on FASB
ASC Topic 718
Grant Date Total Fair Value of
Target Fiscal 2012
Performance Year
PRSUs 25,200 $ 14.20 $ 357,840 6,720 $ 14.20 $ 95,424 12,600 $ 14.20 $ 178,920 5,880 $ 14.20 $ 83,496 (^^ ) — — Named Executive Officer Dennis L. May 25,200 $ 10.86 $ 273,672 Jeremy J. Aguilar 6,720 $ 10.86 $ 72,979 Gregg W. Throgmartin 12,600 $ 10.86 $ 136,836 Trent E. Taylor 5,040 $ 10.86 $ 54,734 Michael D. Stout 5,040 $ 10.86 $ 54,734 Michael G. Larimer 5,880 $ 10.86 $ 63,857 (^^)Mr. Moore started with the Company in February 2012, and was not granted PRSUs due to the short time frame he worked for the Company during the performance period, fiscal 2012, which ended March 31, 2012.(7) The performance based restricted stock units were granted pursuant to the hhgregg, Inc. 2007 Equity Incentive Plan. The number of shares granted will beis determined based upon the achievement of adjusted EBITDA targets established. If the target is achieved, the performance basedthen restricted stock units will be grantedissued one year from the date of issuancegrant and will vest in full on the third anniversary of the date of grant provided the named executive officer remains continuously employed by the Company through that date. For fiscal 2013, the adjusted EBITDA targets were not achieved, and therefore no PRSUs were earned.2012. Option Awards Stock Awards Number of Securities
Underlying
Unexercised Options
Exercisable (#) Number of Securities
Underlying
Unexercised Options
Unexercisable (#) Option
Exercise
Price ($) Option
Grant
Date(1) Option
Expiration
Date Number of
Restricted
Stock Units
That Have Not
Vested (#) Market Value
of Restricted
Stock Units
That Have
Not Vested
($)(2) 13,333 — $ 5.85 9/8/2006 9/8/2013 50,000 — $ 13.00 7/19/2007 7/19/2014 50,000 — $ 12.25 6/10/2008 6/10/2015 66,667 33,333 $ 14.67 6/10/2009 6/10/2016 25,000 50,000 $ 28.31 6/3/2010 6/3/2017 — 52,500 $ 14.20 6/2/2011 6/2/2018 10,500 (3) $ 119,490 4,500 — $ 7.50 8/30/2005 8/30/2012 4,500 — $ 10.00 8/30/2012 8/30/2012 3,332 — $ 5.85 9/8/2006 9/8/2013 24,000 — $ 7.50 2/8/2007 2/8/2014 12,000 — $ 13.00 7/19/2007 7/19/2014 10,000 — $ 12.25 6/10/2008 6/10/2015 13,334 6,666 $ 14.67 6/10/2009 6/10/2016 13,334 6,666 $ 17.73 10/1/2009 10/1/2016 13,334 26,666 $ 28.31 6/3/2010 6/3/2017 — 28,000 $ 14.20 6/2/2011 6/2/2018 5,600 (3) $ 63,728 8,000 — $ 5.85 9/8/2006 9/8/2013 30,000 — $ 13.00 7/19/2007 7/19/2014 20,000 — $ 12.25 6/10/2008 6/10/2015 26,667 13,333 $ 14.67 6/10/2009 6/10/2016 13,334 6,666 $ 17.73 10/1/2009 10/1/2016 16,667 33,333 $ 28.31 6/3/2010 6/3/2017 — 35,000 $ 14.20 6/2/2011 6/2/2018 7,000 (3) $ 79,660 20,000 — $ 13.00 7/19/2007 7/19/2014 20,000 — $ 12.25 6/10/2008 6/10/2015 20,000 10,000 $ 14.67 6/10/2009 6/10/2016 13,334 6,666 $ 17.73 10/1/2009 10/1/2016 11,667 23,333 $ 28.31 6/3/2010 6/3/2017 — 24,500 $ 14.20 6/2/2011 6/2/2018 4,900 (3) $ 55,762 — 65,000 $ 12.40 2/15/2012 2/15/2019 Option Awards Stock Awards Name Dennis L. May 13,333 — $ 5.85 9/8/2006 9/8/2013 President and Chief Executive Officer 50,000 — $ 13.00 7/19/2007 7/19/2014 50,000 — $ 12.25 6/10/2008 6/10/2015 100,000 — $ 14.67 6/10/2009 6/10/2016 50,000 25,000 $ 28.31 6/3/2010 6/3/2017 17,500 35,000 $ 14.20 6/2/2011 6/2/2018 10,500 (2) $ 116,025 (4) — 52,500 $ 10.86 5/30/2012 5/30/2019 10,500 (3) $ 116,025 (4) Jeremy J. Aguilar 12,000 — $ 13.00 7/19/2007 7/19/2014 Chief Financial Officer 10,000 — $ 12.25 6/10/2008 6/10/2015 20,000 — $ 14.67 6/10/2009 6/10/2016 20,000 — $ 17.73 10/1/2009 10/1/2016 26,667 13,333 $ 28.31 6/3/2010 6/3/2017 9,334 18,666 $ 14.20 6/2/2011 6/2/2018 5,600 (2) $ 61,880 (4) — 28,000 $ 10.86 5/30/2012 5/30/2019 5,600 (3) $ 61,880 (4) Gregg W. Throgmartin 8,000 — $ 5.85 9/8/2006 9/8/2013 Executive Vice President and Chief Operating Officer 30,000 — $ 13.00 7/19/2007 7/19/2014 20,000 — $ 12.25 6/10/2008 6/10/2015 40,000 — $ 14.67 6/10/2009 6/10/2016 20,000 — $ 17.73 10/1/2009 10/1/2016 33,334 16,666 $ 28.31 6/3/2010 6/3/2017 11,667 23,333 $ 14.20 6/2/2011 6/2/2018 7,000 (2) $ 77,350 (4) — 35,000 $ 10.86 5/30/2012 5/30/2019 7,000 (3) $ 77,350 (4) Trent E. Taylor 13,334 26,666 $ 11.55 9/13/2011 9/13/2018 Chief Information Officer — 21,000 $ 10.86 5/30/2012 5/30/2019 4,200 (3) $ 46,410 (4) Michael D. Stout 30,000 — $ 13.00 7/19/2007 7/19/2014 Chief Administration Officer 25,000 — $ 12.25 6/10/2008 6/10/2015 30,000 — $ 14.67 6/10/2009 6/10/2016 20,000 10,000 $ 28.31 6/3/2010 6/3/2017 7,000 14,000 $ 14.20 6/2/2011 6/2/2018 4,200 (2) $ 46,410 (4) — 21,000 $ 10.86 5/30/2012 5/30/2019 4,200 (3) $ 46,410 (4) Michael G. Larimer 20,000 — $ 13.00 7/19/2007 7/19/2014 Senior Vice President, Electronics Merchandising 20,000 — $ 12.25 6/10/2008 6/10/2015 30,000 — $ 14.67 6/10/2009 6/10/2016 20,000 — $ 17.73 10/1/2009 10/1/2016 23,334 11,666 $ 28.31 6/3/2010 6/3/2017 8,167 16,333 $ 14.20 6/2/2011 6/2/2018 4,900 (2) 54,145 (4) — 24,500 $ 10.86 5/30/2012 5/30/2019 4,900 (3) 54,145 (4) (1) All options vest in three equal installments on the first three anniversaries of the date of the grant. (2) This amount represents the unvested portion of time-based RSUs granted on June 2, 2011. These shares vest on June 2, 2014. (3) This amount represents the unvested portion of time-based RSUs granted on May 30, 2012. These shares vest on May 30, 2015. (4) The amounts were determined based on the closing price of our common stock on March 30, 2012,28, 2013, the last trading day of fiscal 2012.2013. The closing price quoted on the NYSE on March 30, 201228, 2013 was $11.38.$11.05.(3)This amount represents the unvested portion of time-based RSUs granted on June 2, 2011. These share vest on June 2, 2014.20122012.2013. No stock awards held by a named executive officer vested during fiscal 2012. Option Awards Number of Shares
Acquired on Exercise
(#) Value Realized on
Exercise
($) 13,333 $ 128,263 — $ — 15,334 $ 108,746 80,000 $ 546,200 — $ — Option Awards Name Dennis L. May — $ — President and Chief Executive Officer Jeremy J. Aguilar 36,332 $ 60,755 Chief Financial Officer Gregg W. Throgmartin — $ — Executive Vice President and Chief Operating Officer Trent E. Taylor — $ — Chief Information Officer Michael D. Stout 45,000 $ 49,050 Chief Administrative Officer Michael G. Larimer — $ — Senior Vice President, Electronics Merchandising 20122012. Executive
Contributions
in Last FY
($) Registrant
Contributions
in Last FY
($)(1) Aggregate
Earnings in
Last FY
($)(2) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE
($) $ — $ — $ 10,749 $ — $ 341,482 $ — $ — $ 2,734 $ — $ 86,864 $ — $ — $ 4,509 $ — $ 143,258 $ — $ — $ 7,119 $ — $ 226,151 $ — $ — $ — (3) $ — $ — (3) Name Dennis L. May $ — $ — $ 11,098 $ — $ 352,580 President and Chief Executive Officer Jeremy J. Aguilar $ — $ — $ 2,823 $ — $ 89,687 Chief Financial Officer Gregg W. Throgmartin $ — $ — $ 4,656 $ — $ 147,914 Executive Vice President and Chief Operating Officer Trent E. Taylor $ — $ — $ — (3) $ — $ — (3) Chief Information Officer Michael D. Stout $ — $ — $ 9,194 $ — $ 292,085 Chief Administrative Officer Michael G. Larimer $ — $ — $ 7,350 $ — $ 233,501 Senior Vice President, Electronics Merchandising (1) “2012“2013 Grants of Plan Based Awards” section. Our contributions and aggregate earnings in fiscal 20122013 in the “Non-Qualified Deferred Compensation Table” are also included in the “Summary Compensation Table” under “Non-Equity Incentive Plan Compensation.”(2) Simple interest is calculated based on an interest rate of 3.25% applied to the balance as of April 1, 2011.2012.(3) Mr. MooreTaylor did not receive a contribution to the Non-Qualified Deferred Compensation Plan because the Companywe did not achieve the required performance target. He did not have a prior balance, and therefore did not earn interest in fiscal 2012.2013.2012,2013, 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 earneddid not earn a plan contribution equal to 7.0% of their respective base salaries for achievingbecause the Company did not achieve an adjusted EBITDA percentage greater than the target of 4.9%, but less than the maximum of 5.4%, expressed as a percentage of net sales.3.9%. The following table shows the adjusted EBITDA targets for achieving the threshold and target plan contributions in 2012fiscal 2013 as well as the payout at each level (the target level is also the threshold level): Adjusted EBITDA, as a
percentage of net sales % Payout of Base Salary 4.9 % 7.0 % 5.4 % 10.0 % In addition, each % Payout of Base Salary Target 3.9 % 7.0 % Maximum 4.3 % 10.0 % also received an interest credit of 3.25% on his accumulated plan balance as of April 1, 2011,2012, 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 3.25%, 3.25% and 5.0% interest rate for fiscal 2012,2013, fiscal 20112012 and fiscal 2010,2011, respectively. The aggregate balance for all participants in the plan as of March 31, 2013, 2012 2011 and 20102011 was approximately$6.1 million and $5.4$6.1 million, respectively. We believe that this program plays an important role in attracting and retaining executive talent.May’s(i)May’s (i) repeated failure to perform his duties in a manner reasonably consistent with the criteria established by our Board of Directors 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 to not 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.February 14, 2012,September 13, 2011, we entered into an officer employment agreement with Douglas T. Moore.Trent E. Taylor. These officer employment agreements provide that the executive’s base salary and annual cash incentive award shall be determined by mutual agreement between us and the executive and subsequently may be adjusted from time to time by 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 a2012.2012.2013. 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, 2012,2013, the last day of our fiscal year 2012. Voluntary
Termination,
Retirement or
For Cause (a) Disability Death Termination
by Company
Without
Cause Voluntary
Resignation by
the Executive
Following a
Change of
Control $ — $ — $ 972,000 $ 972,000 $ — $ — $ 827,482 $ 827,482 $ 827,482 $ — $ — $ — $ — $ — $ — $ — $ 123,365 $ 123,365 $ 149,100 $ 149,100 $ — $ — $ — $ 51,834 $ — $ — $ 950,847 $ 1,922,847 $ 2,000,416 $ 149,100 $ — $ — $ — $ 289,200 $ 289,200 $ — $ 86,864 $ 86,864 $ — $ — $ — $ — $ — $ — $ — $ — $ 65,795 $ 65,795 $ 79,520 $ 79,520 $ — $ — $ — $ 25,917 $ 25,917 $ — $ 152,659 $ 152,659 $ 394,637 $ 394,637 $ — $ — $ — $ 302,900 $ 302,900 $ — $ 143,258 $ 143,258 $ 143,258 $ 143,258 $ — $ — $ — $ — $ — $ — $ 82,243 $ 82,243 $ 99,400 $ 99,400 $ — $ — $ — $ 25,917 $ 25,917 $ — $ 225,501 $ 225,501 $ 571,475 $ 571,475 $ — $ — $ — $ 271,200 $ 271,200 $ — $ 226,151 $ 226,151 $ 226,151 $ 226,151 $ — $ — $ — $ — $ — $ — $ 57,570 $ 57,570 $ 69,580 $ 69,580 $ — $ — $ — $ 25,917 $ 25,917 $ — $ 283,721 $ 283,721 $ 592,848 $ 592,848 $ — $ — $ — $ 375,000 $ 375,000 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 25,917 $ 25,917 $ — $ — $ — $ 400,917 $ 400,917 Executive and Benefits Disability Death Dennis L. May $— $ — $ 1,120,000 $ 1,120,000 $ — $— $ 912,580 $ 912,580 $ 912,580 $ 352,580 $— $ — $ — $ — $ — $— $ 103,133 $ 103,133 $ 232,050 $ 232,050 $— $ — $ — $ 45,986 $ — Total $— $ 1,015,713 $ 2,135,713 $ 2,310,616 $ 584,630 Jeremy J. Aguilar $— $ — $ — $ 312,350 $ 312,350 $— $ 89,688 $ 89,688 $ — $ — $— $ — $ — $ — $ — $— $ 55,004 $ 55,004 $ 123,760 $ 123,760 $— $ — $ — $ 22,393 $ 22,393 Total $— $ 144,692 $ 144,692 $ 458,503 $ 458,503 Gregg W. Throgmartin $— $ — $ — $ 327,132 $ 327,132 $— $ 147,914 $ 147,914 $ 147,914 $ 147,914 $— $ — $ — $ — $ — $— $ 68,756 $ 68,756 $ 154,700 $ 154,700 $— $ — $ — $ 22,393 $ 22,393 Total $— $ 216,670 $ 216,670 $ 652,139 $ 652,139 Trent E. Taylor $— $ — $ — $ 260,000 $ 260,000 $— $ — $ — $ — $ — $— $ — $ — $ — $ — $— $ 12,892 $ 12,892 $ 46,410 $ 46,410 $— $ — $ — $ 22,393 $ 22,393 Total $— $ 12,892 $ 12,892 $ 328,803 $ 328,803 Michael D. Stout $— $ — $ — $ 265,000 $ 265,000 $— $ 292,085 $ 292,085 $ 292,085 $ 292,085 $— $ — $ — $ — $ — $— $ 41,253 $ 41,253 $ 92,820 $ 92,820 $— $ — $ — $ 22,393 $ 22,393 Total $— $ 333,338 $ 333,338 $ 672,298 $ 672,298 Michael G. Larimer $— $ — $ — $ 292,896 $ 292,896 $— $ 233,501 $ 233,501 $ 233,501 $ 233,501 $— $ — $ — $ — $ — $— $ 48,129 $ 48,129 $ 108,290 $ 108,290 $— $ — $ — $ 22,393 $ 22,393 Total $— $ 281,630 $ 281,630 $ 657,080 $ 657,080 (a) Termination for cause, voluntary resignation or retirement makes an executive ineligible to receive base salary or to participate in any employee benefit plans for the remainder of the term of the employment agreement, except for the right to receive benefits that have vested under any such plan. (b) Mr. May is eligible to receive his then current base salary for the remainder of the term of the employment agreement upon a termination by us without cause or upon his death. Upon the death of an executive, the base salary for the remainder of the term of the employment agreement will be paid to the executive’s beneficiary or estate. (c) An executive is entitled to receive a pro-rata share of the annual incentive for the portion of the year during which the executive was employed if he is terminated by us without cause. If the executive is terminated for cause, he is not entitled to any annual incentive award for the fiscal year during which the termination occurs. This amount includes both amounts earned under the Annual Incentive Award Plan and the Non-Qualified Deferred Compensation Plan. (d) “2012“2013 Grants of Plan Based Awards” for more information.(e) Upon a termination without cause, the executive is entitled to receive 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. (f) 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 Company 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. (g) The executive is not entitled to any annual incentive award for the fiscal year during which the death, disability or termination for any other reason occurs. Vesting in the Non-Qualified Deferred Compensation Plan occurs when the participant reaches age 55 while still employed by the Company; or after ten years of continuous service; or on death or disability. Benefits earned under the Non-Qualified Deferred Compensation Plan are payable in one lump sum in cash upon the later of (i) termination of employment due to disability, death or by the Company without cause, or (ii) attainment of age 55. (h) 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 Company 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 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. The executive is also entitled to receive disability benefits in accordance with the standard disability policy maintained by the Company. (i) Upon death or disability of the executive, Upon a termination of employment or the death of the executive the restricted stock units will vest pro rata based on the amount of time that has passed since their grant date. Upon termination of an executive without cause or change of control, the restricted stock units will vest in full.20122012: Fees Earned or
Paid
in Cash ($) Option
Awards ($)(1) Restricted Stock
Unit
Awards ($)(1) Total ($) $ 60,000 $ 43,651 $ 19,880 $ 123,531 $ 50,000 $ 43,651 $ 19,880 $ 113,531 $ 60,000 $ 43,651 $ 19,880 $ 123,531 $ 60,000 $ 43,651 $ 19,880 $ 123,531 $ 60,000 $ 43,651 $ 19,880 $ 123,531 $ 50,000 $ 43,651 $ 19,880 $ 113,531 $ 50,000 $ 43,651 $ 19,880 $ 113,531 Name Total ($) Lawrence Castellani $ 60,000 $ 37,660 $ 15,204 $ 112,864 Cathy Langham $ 50,000 $ 37,660 $ 15,204 $ 102,864 Charles P. Rullman $ 60,000 $ 37,660 $ 15,204 $ 112,864 Michael L. Smith $ 135,000 $ 80,303 $ 32,404 $ 247,707 Peter M. Starrett $ 60,000 $ 37,660 $ 15,204 $ 112,864 Kathleen C. Tierney $ 50,000 $ 37,660 $ 15,204 $ 102,864 Darell E. Zink $ 50,000 $ 37,660 $ 15,204 $ 102,864 (1) 20122013 filed with the SEC on May 23, 201220, 2013 for a discussion of the relevant assumptions made in these valuations. For the total number of shares of common stock held by each non-employee director as of June 8, 2012,7, 2013, see “Security Ownership of Certain Beneficial Owners and Management” in this Proxy Statement.20122013 relating to our equity compensation plans to which grants of options, restricted stock units or other rights to acquire shares of our common stock may be granted from time to time: (a) (b) (c) Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(#) Weighted-average
exercise price of
outstanding
options, warrants
and rights
($) Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(#) 3,844,814 (1) $ 15.40 (2) 2,799,757 N/A N/A N/A 3,844,814 $ 15.40 2,799,757 (a) (b) (c) Plan Category Equity compensation plans approved by securities holders 3,478,062 (1) $ 15.81 (2) 1,996,714 Equity compensation plans not approved by security holders N/A N/A N/A Total 3,478,062 $ 15.81 1,996,714 (1) Consists of 644,57135,333 options issued pursuant to the Gregg Appliances Inc. 2005 Stock Option Plan and 3,200,2433,442,729 options issued pursuant to the hhgregg, Inc. 2007 Equity Incentive Plan.(2) This number reflects the exclusion of 813,400155,600 shares in the form of restricted stock units granted pursuant to our equity plans included in column (a). These awards allow for the distribution of shares to the grant recipient upon vesting and do not have an associated exercise price. Accordingly, these awards are not reflected in the weighted-average exercise price.8, 20127, 2013 by:8, 20127, 2013 are deemed outstanding, while these shares are not deemed outstanding for computing percentage ownership of any other person.36,087,22631,194,253 shares of our common stock outstanding as of June 8, 2012. Beneficial Ownership of Common Stock Number Percent 13,475,981 37.3 % 13,475,981 37.3 % 2,443,895 6.7 % 1,405,585 3.9 % 406,273 1.1 % 232,334 * 142,020 * 134,835 * 115,335 * 92,748 * 82,336 * 48,001 * 39,001 * 15,668 * 15,668 * — * — * — * 18,634,012 49.9 % 2,150,428 6.0 % 1,947,087 5.4 % Beneficial Ownership of Common Stock Name of Beneficial Owner Number Percent 13,475,981 43.2 % 13,475,981 43.2 % 2,349,227 7.5 % 1,377,252 4.4 % 310,940 1.0 % 197,001 * 83,415 * 76,020 * 70,001 * 69,336 * 53,667 * 37,001 * 33,667 * 27,001 * 27,001 * Gregory M. Bettinelli — * Jeffery G. Haines — * — * 18,187,510 56.8 % 2,124,272 6.8 % 1,995,581 6.4 % * Less than 1%. (1) with the SEC on May 30, 201231, 2013 that reported beneficial ownership as of May 23, 2012.20, 2013. FS Capital Partners V, LLC, as the general partner of the FS Funds, has the sole power to vote and dispose of the shares of our common stock owned by the FS Funds. Messrs. Bradford M. Freeman, Todd W. Halloran, Jon D. Ralph, John M. Roth, J. Frederick Simmons, Ronald P. Spogli and William M. Wardlaw are the managing members of FS Capital Partners V, LLC, and Messrs. Freeman, Halloran, Ralph, Roth, Simmons, Spogli and Wardlaw are the members of Freeman Spogli & Co., and as such may be deemed to be the beneficial owners of the shares of our common stock owned by the FS Funds. Messrs. Freeman, Halloran, Ralph, Roth, Simmons, Spogli and Wardlaw each disclaims beneficial ownership in the shares except to the extent of his pecuniary interest in them. The business address of the FS Funds and FS Capital Partners V, LLC is c/o Freeman Spogli & Co., 11100 Santa Monica Boulevard, Suite 1900, Los Angeles, California 90025.(2) The business address of Messrs. Geiger and Roth is c/o Freeman Spogli & Co., 299 Park Avenue, 20th Floor, New York, NY 10171. (3) 156,33561,667 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(4) 280,833252,500 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(5) 145,66750,334 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(6) 92,33447,001 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(7) 112,00056,335 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(8) 114,83576,000 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(9) 65,66847,001 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(10) 112,33569,336 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(11) 82,33650,667 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(12) 30,00137,001 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(13) 39,00133,667 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(14) 15,66827,001 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(15) 15,66827,001 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 8, 2012.7, 2013.(16) 156,335, 280,833, 145,667, 92,334, 112,000, 114,835, 65,668, 112,335, 82,336, 30,001, 39,001, 15,66861,667, 252,500, 50,334, 47,001, 76,000, 56,335, 69,336, 50,667, 47,001, 37,001, 33,667, 27,001 and 15,66827,001 shares of our common stock issuable upon exercise of options granted to Messrs. G. Throgmartin, May, Castellani, Starrett, Stout, Larimer, Aguilar, Smith, Young, Aguilar, Zink, Rullman and RullmanTaylor, and Mses. Langham and Tierney, respectively, exercisable within 60 days of June 8, 2012.7, 2013.(17) Based solely on the owner’s most recent Schedule 13G/A filed with the SEC on February 14, 201213, 2013 that reported beneficial ownership as of December 31, 2011.2012. The business address of Adage Capital Partners, L.P. is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.(18) Based solely on the owner’s most recent Schedule 13G filed with the SEC on February 1, 2012January 29, 2013 that reported beneficial ownership as of January 10,December 31, 2012. The business address of Van Berkom & Associates Inc. is 1130 Sherbrooke Street West, Suite 1005, Montreal, Quebec H3A 2M8.the estate of Jerry W. Throgmartin (or his permitted transferees) so long as the holder or holders request the registration of registrable common stock having a fair market value of at least $25,000,000, as determined by our Board. In the case of the estate ofa demand by Jerry W. Throgmartin (or his permitted transferees), registrable shares held by the Jerry W. Throgmartin 2007 Grantor Retained Annuity Trust and Messrs. Gregg W. Throgmartin and Dennis L. May, and each of their permitted transferees may be included in the request for registration to reach the $25,000,000 threshold. In the case of a demand by the FS Funds, registrable shares held by FS Affiliates V, L.P., the California State Teachers’ Retirement System and A.S.F. Co-Investment Partners II, L.P. may be included in the request for registration to reach the $25,000,000 threshold. Upon a demand made by either FSEP V or the estate of Jerry W. Throgmartin or his permitted transferees, every party to the agreement and their permitted transferees can request to be included in the registration on a pro rata basis.Purchase of LandIn March 2009, Jerry W. Throgmartin, our former Executive Chairman of the Board, along with certain members of his immediate family, purchased a store location located in Florida for a purchase price of $4.4 million and leased the location back to us. During the term of the lease, our annualized rent payments for this property equal $0.5 million. Mr. Gregg W. Throgmartin, our current Executive Vice President and Chief Operating Officer, is Jerry W. Throgmartin’s son. Our Board of Directors determined that the purchase price paid for the property was equal to the property’s fair market value and the rental terms and rates of our lease agreement are no less favorable than those we could have received from a non-affiliate.2013,2014, and to perform such other appropriate accounting and related services as may be required by the Audit Committee. If the stockholders do not ratify the appointment of KPMG, the appointment of the independent registered public accountants will be reconsidered by the Audit Committee. However, the Audit Committee will not be obliged to select a different auditor. KPMG served as our independent registered public accountants for the fiscal year ended March 31, 2004, and for each subsequent fiscal year. Representatives of KPMG are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so and to respond to appropriate questions.20122013 and fiscal 2011: Fiscal
2012 Fees Fiscal
2011 Fees $ 451,500 $ 425,000 Fee Category $ 476,000 $ 451,500 (1) Audit fees include fees for the audit of the annual consolidated financial statements, reviews of the interim condensed consolidated financial statements included in the Company’s quarterly reports, audits of the effectiveness of the Company’s internal control over financial reporting, consultation on accounting issues and consents. 2013.2014.2012 except that a Form 4 reporting one late transaction was filed on June 17, 2011 for each of Jeremy J. Aguilar, Lawrence P. Castellani, Catherine A. Langham, Michael G. Larimer, Dennis L. May, Jeffrey J. McClintic, Charles P. Rullman, Michael L. Smith, Peter M. Starrett, Michael D. Stout, Jerry W. Throgmartin, Gregg W. Throgmartin, Kathleen C. Tierney, Charles B. Young and Darell E. Zink.2013.20132014 Annual Meeting and have it included in our proxy statement for that meeting must submit the proposal in writing at our offices at hhgregg, Inc. 4151 E. 96th Street, Indianapolis, IN 46240, Attention: Corporate Secretary.20132014 Annual Meeting of Stockholders must be received by our Corporate Secretary at our principal executive office not less than 120 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, March 1, 2013.February 21, 2014. Any proposals or nominees received after this date will be considered untimely under Rule 14a-8 under the Exchange Act. In order to be considered for inclusion in next year’s Proxy Statement, proposals must also satisfy the other procedures set forth in Rule 14a-8 under the Exchange Act.20132014 Annual Meeting or to nominate a person for election as a director must comply with the requirements set forth in our By-Laws. Our By-Laws require, among other things, that our Corporate Secretary receive written notice from the record holder of intent to present such proposal or nomination no less than 120 days and no more than 150 days prior to the anniversary of the date on which we first mailed the proxy materials for the preceding year’s annual meeting. Therefore, we must receive notice of such proposal no earlier than January 31, 2013,22, 2014, and no later than March 1, 2013.February 21, 2014. The notice must contain the information required by our By-Laws. You may obtain a print copy of our By-Laws upon request from our Corporate Secretary at hhgregg, Inc., 4151 E. 96th Street, Indianapolis, IN 46240. Our By-Laws are also available on our web site atwww.hhgregg.com. Management may vote proxies in its discretion on any matter at the 2013 Annual Meeting if we do not receive notice of the matter within the time frame described in this paragraph. In addition our Chairman or any other person presiding at the meeting may exclude any matter that is not properly presented in accordance with these requirements.20122013 is EBITDA adjusted to exclude the following items:Life insurance proceeds received from a key man life insurance policy; andSeverance paid to the estate of our former Executive Chairman of the Board, who passed away on January 22, 2012.prepareddetermined in accordance with GAAP. EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:plan.plans. Other companies in our industry may calculate Adjusted EBITDA differently than we do. Adjusted EBITDA is not a measure of performance under GAAP and should not be considered as a substitute for net income prepared in accordance with GAAP. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:2012:(in thousands) Fiscal Year Ended
March 31, 2012 $ 81,373 33,752 2,635 25,792 $ 143,552 813 (40,000 ) 600 104,965 Fiscal Year Ended (in thousands) March 31, 2013 Net income, as reported $ 25,369 Adjustments: Depreciation and amortization 40,135 Interest expense, net 2,335 Income tax expense 16,055 EBITDA $ 83,894 Transactional adjustments: Asset impairment charges 504 Adjusted EBITDA 84,398 
MMMMMMMMMMMMMMMMMMMMMIMPORTANT ANNUAL MEETING INFORMATION 000004ENDORSEMENT_LINE______________ SACKPACK_____________MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6Using a black ink pen, mark your votes with an X as shown inthis example. Please do not write outside the designated areas. XMMMMMMMMMMMMMMMC123456789000000000.000000 ext 000000000.000000 ext000000000.000000 ext 000000000.000000 ext000000000.000000 ext 000000000.000000 extElectronic Voting InstructionsAvailable 24 hours a day, 7 days a week!Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.Proxies submitted by the Internet or telephone must be received by12:00 a.m., Eastern Time, on July 30, 2012.Vote by Internet• Go to www.envisionreports.com/HGG• Or scan the QR code with your smartphone• Follow the steps outlined on the secure websiteVote by telephone• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone• Follow the instructions provided by the recorded message Annual Meeting Proxy Card 1234 5678 9012 345IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.1. Election of Directors: For Withhold For Withhold For Withhold +01 -Lawrence P. Castellani02—Benjamin D. Geiger03—Catherine A. Langham04—Dennis L. May05—John M. Roth06—Charles P. Rullman07—Michael L. Smith08—Peter M. Starrett09—Gregg W. Throgmartin10—Kathleen C. Tierney11—Darrell E. ZinkFor Against Abstain2. To ratify the action of the Company’s Audit Committee in appointing KPMG, LLP as independent registered public accountants of the Company for the fiscal year ending March 31, 2013.NOTE: The stockholders will act on any additional business that may properly come before the meeting or any adjournment or postponement thereof.B Non-Voting ItemsChange of Address — Please print new address below.Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowPlease sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, guardian, or custodian, please give full title. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATEC 1234567890 J N T140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND1UPX 1404511 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMMMMMMM + 01HQUC .
Important Notice of Regarding the Availability of Proxy Materials for the Annual Meeting:
The 2012 Proxy Statement and 2011 Annual Report are available at www.edocumentview.com/hgg
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy — hhgregg, Inc.
Annual Meeting of Stockholders will be held on Tuesday, July 31, 2012 at our Corporate headquarters 4151 E. 96th Street, Indianapolis, IN 46240, at 2:00 p.m. local time.
This proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Jeremy J. Aguilar and Dennis L. May, or any of them, each with the full power of substitution, as proxies, to represent and
vote the shares of common stock of hhgregg, Inc. that the undersigned, is/are entitled to vote, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of hhgregg, Inc. to be held on July 31, 2012, at 2:00 p.m. local time at the Company’s principal executive offices located at 4151 East 96th St., Indianapolis, IN 46240 or at any postponement or adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER. If no such directions are indicated, the Proxies will have authority to vote FOR the election of directors and FOR ratification of the action of the Company’s Audit Committee in appointing KPMG, LLP as independent registered public accountants of the Company for the fiscal year ending March 31, 2013.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
If you are not voting by internet or telephone, please mark, sign, date and return this proxy card promptly using the enclosed reply envelope.
(Items to be voted appear on reverse side.)
