UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __ )

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¨ Preliminary Proxy Statement

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hhgregg, Inc.

(Name of Registrant as Specified In Its Charter)

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

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HHGREGG, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AUGUST 5, 2008

You are invited to attend the annual meeting of stockholders (the “Annual Meeting”) of hhgregg, Inc. (the “Company”), to be held at 2:00 p.m., local time, on August 5, 2008, at the Company’s principal executive offices, 4151 E. 96^th Street, Indianapolis, IN, 46240. The Annual Meeting is being held for the following purposes:

(1) To elect a Board of nine directors;

(2) To ratify the action of the Company’s Audit Committee in appointing KPMG, LLP as independent registered public accountants of hhgregg for the fiscal year ending March 31, 2009; and

(3) To transact other business that is properly introduced at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The Board of Directors has set the close of business on June 16, 2008, as the record date for the determination of stockholders who will be entitled to notice of and voting rights at the Annual Meeting (the “Record Date”). The list of stockholders entitled to vote at the Annual Meeting will be available for inspection, as required by the Company’s Bylaws, at the Company’s offices, 4151 E. 96^th Street, Indianapolis, IN, 46240, at least ten days before the Annual Meeting.

By Order of the Board of Directors,

Donald J.B. Van der Wiel

Chief Financial Officer and Corporate Secretary

Indianapolis, IN

June 25, 2008

HHGREGG, INC.

PROXY STATEMENT

Table of Contents

	Page
General Information	1
Proposal No. 1 Election of Directors	5
Nominees for Election to our Board	5
Corporate Governance Matters and Committees of the Board of Directors	7
Audit Committee Report	10
Non-Director Named Officers	11
Compensation Committee Report	12
Compensation Discussion and Analysis	13
Executive Compensation	17
2008 Summary Compensation Table	17
2008 Grants of Plan-Based Awards	18
2008 Outstanding Equity Awards at Fiscal Year End	19
Stock Awards and Stock Vested	19
Non-Qualified Deferred Compensation	20
Employment Agreements	21
Potential Payments Upon Termination or Change in Control	22
Director Compensation	24
Security Ownership of Certain Beneficial Owners and Management	25
Certain Relationships and Related Party Transactions	27
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accountants	30
Section 16(a) Beneficial Ownership Reporting Compliance	30
Stockholder Proposals	31
Other Matters	31

HHGREGG, INC.

4151 E. 96^th Street

Indianapolis, IN 46240

PROXY STATEMENT

GENERAL INFORMATION

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the Board of Directors of hhgregg, Inc. (“hhgregg,” the “Company,” “we,” “us,” or “our”) of proxies to be voted at our 2008 annual meeting of stockholders (“Annual Meeting”) and at any adjournment or postponement of the Annual Meeting. This Proxy Statement was sent to anyone who owned shares of our common stock (individually, a “stockholder”) on the Record Date. The Annual Meeting will be held at our headquarters, located at 4151 E. 96 ^th Street, Indianapolis, IN 46240, on August 5, 2008, at 2:00 p.m., local time. These proxy materials are being mailed to our stockholders on or about June 25, 2008.

What happens at the Annual Meeting?

At the Annual Meeting, our stockholders will vote on the matters described in this Proxy Statement.

What is a “proxy?”

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

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

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

Who is entitled to vote?

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

How many votes do I have?

You have one vote for each share of common stock you owned as of the Record Date. On the record date, 32,323,603 shares of our common stock were outstanding. These votes can be used for each matter to be voted upon.

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What is a “stockholder of record?”

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

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

What am I voting on?

You will be voting on:

1. The election of the nine nominees named in this Proxy Statement to the Board of Directors (Proposal No. 1);

2. The proposal to ratify the action of our Audit Committee in appointing KPMG LLP as our independent registered public accountants for the fiscal year ending March 31, 2009 (Proposal No. 2).

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

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

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

Can I change or revoke my vote after returning my proxy card?

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

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

A majority of the shares of our common stock outstanding on the Record Date, either in person or by proxy, must be present for a quorum at the Annual Meeting. On the Record Date, June 16, 2008, 32,323,603 shares of our common stock were outstanding. See “How will abstentions and broker non-votes be treated?” in this Proxy Statement for more information.

How many votes are necessary to approve each proposal?

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

The approval of Proposal No. 2 requires the affirmative vote of a majority of shares present at the Annual Meeting, either in person or by proxy, and entitled to vote at that meeting.

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What is a “broker non-vote”?

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

Proposal No. 1 and Proposal No. 2 are “routine matters.”

How will abstentions and broker non-votes be treated?

Abstentions will be counted for the purpose of determining the existence of a quorum and will have the same effect as a negative vote on matters other than the election of directors. Only votes “for” or “withheld” are counted in determining whether a plurality has been cast in favor of a director. If a nominee holding shares for a beneficial owner indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter or otherwise does not vote such shares, including, for example, in the case of a broker non-vote, those shares will not be considered present and entitled to vote with respect to that matter, but will be counted for the purpose of determining the existence of a quorum.

Who will count the votes?

An automated system administered by Broadridge Financial Solutions, Inc. will tabulate votes cast by proxy at the Annual Meeting. A representative of hhgregg will be appointed to act as the inspector of elections and tabulate votes cast in person at the Annual Meeting.

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

We will announce preliminary voting results at the Annual Meeting. Additionally, we will publish voting results in our fiscal 2008 second quarter Form 10-Q Report to be filed with the Securities and Exchange Commission (“SEC”).

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

Yes. You may obtain copies of this Proxy Statement and our Annual Report on Form 10-K (“Annual Report”) for the year ended March 31, 2008 (“fiscal 2008”) by visiting www.hhgregg.com and clicking the “Investor Relations” link. Once you are in the Investor Relations section of our website, click the “SEC Filings” link. You may also obtain a copy of our Annual Report (without exhibits), without charge, by sending a written request to: Investor Relations at hhgregg, Inc., 4151 E. 96^th Street, Indianapolis, IN, 46240. We will provide copies of the exhibits to the Annual Report upon receipt of a request addressed to Investor Relations and payment of a reasonable fee.

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

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

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

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

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PROPOSALS SUBMITTED FOR STOCKHOLDER VOTE

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the Annual Meeting, nine directors are to be elected to serve until the next annual meeting of stockholders or until their respective successors are elected and qualified. The number of directors is established by our Board of Directors pursuant to our Bylaws and is currently set at nine. Our Board of Directors has nominated Mr. Jerry W. Throgmartin, Mr. Dennis L. May, Mr. Lawrence P. Castellani, Mr. Benjamin D. Geiger, Mr. John M. Roth, Mr. Charles P. Rullman, Mr. Michael L. Smith, Mr. Peter M. Starrett and Mr. Darell E. Zink for election as directors. Votes cast pursuant to the enclosed proxy will be cast for the election of the nine nominees named below unless authority is withheld. All nominees are currently members of the Board of Directors. 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), the enclosed proxy will be voted for such substitute, if any, as shall be designated by the Board of Directors.

Nominees for Election to our Board

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

Jerry W. Throgmartin, 53, our Chairman and Chief Executive Officer and a Director, joined our company in 1975. He has served as our Chairman and Chief Executive Officer since January 2003 and as a Director since 1988. From 1999 to January 2003 he also served as our President. From 1988 to 1999 he served as our President and Chief Operating Officer. Other positions held by Mr. Throgmartin within our company included store manager, district manager, advertising director and Vice President of Store Operations.

Dennis L. May, 40, our President, Chief Operating Officer and a Director, joined us in January 1999. 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 company 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.

Lawrence P. Castellani, 62, became a Director in July 2005. From February 2003 to May 2005, Mr. Castellani served as the Chairman of Advance Auto Parts, Inc., a specialty retailer of auto parts, and served as its Chief Executive Officer from 2000 until May 2005. Mr. Castellani served as President and Chief Executive Officer of Ahold Support Services in Latin America (a division of Royal Ahold, a supermarket company) from 1998 to 2000, as Executive Vice President of Ahold USA from 1997 through 1998, and as President and Chief Executive Officer of Tops Friendly Markets, a grocery store chain, from 1991 through 1997. Mr. Castellani serves on the board of Advance Auto Parts, Inc.

Benjamin D. Geiger, 33, became a Director in connection with our recapitalization in February 2005. In 1998, Mr. Geiger joined Freeman Spogli & Co., a private equity investment firm, and became a principal in December 2002. From 1996 to 1998, Mr. Geiger was employed by Merrill Lynch & Co. in the Mergers and Acquisitions Group.

John M. Roth, 49, 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 also serves on the boards of directors of Asbury Automotive Group, Inc., an automotive dealership group and and El Pollo Loco, Inc., a restaurant chain.

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Charles P. Rullman, 60, has served as a Director since March 2005. Mr. Rullman joined Freeman Spogli & Co., a private equity investment firm, in 1995 as a general partner. Mr. Rullman retired from his position at Freeman Spogli & Co., in December 2005. From 1992 to 1995, Mr. Rullman was a general partner of Westar Capital, a private equity investment firm specializing in middle market transactions. Prior to joining Westar, 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.

Michael L. Smith, 59, became a Director in July 2005. Mr. Smith served as Executive Vice President and Chief Financial and Accounting Officer of Wellpoint, Inc., a health benefits company, from 2001 to January 2005. He served as Executive Vice President and Chief Financial Officer of Anthem, Inc., a health benefits company, from 1999 to April 2001. From 1996 to 1998, Mr. Smith served as Chief Operating Officer and Chief Financial Officer of American Health Network, Inc., a former subsidiary of Anthem, Inc. He was Chairman, President and Chief Executive Officer of Mayflower Group, Inc., a transport company, from 1989 to 1995. He is a director of Kite Realty Group Trust, a REIT; Emergency Medical Services Corp., a provider of emergency medical services; Calumet Specialty Products LP, a refining operation; and Vectren Corporation, a gas and electric utility.

Peter M. Starrett, 60, became a Director in connection with our recapitalization in February 2005 and served as vice chairman of our board from the recapitalization to 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. Previously, he held senior executive positions at both Federated Department Stores and May Department Stores. Mr. Starrett also serves on the boards of directors of Pacific Sunwear, Inc., a clothing retailer, and PETCO Animal Supplies, Inc., a retailer of pet food and supplies.

Darell E. Zink, 61, became a board member in August 2007. Since October 2004, Mr. Zink has served as Chairman and Chief Executive Officer of Strategic Capital Partners, LLC, a real estate investment management firm. Prior to that, Mr. Zink served as Vice Chairman of Duke Realty Corporation, a real estate development and management company, from January 2004 to October 2004 and as Executive Vice President and Chief Financial Officer from October 1993 to December 2003. Prior to that, Mr. Zink was a general partner in the private company predecessor of Duke Realty Corporation from June 1982 to October 1993. Mr. Zink has served as Chief Executive Officer of HKZ Enterprises, a real estate development company, since September 2004. Presently, Mr. Zink serves as a director on the Board of Fifth Third Bank (Indiana).

Recommendation of the Board of Directors

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

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CORPORATE GOVERNANCE MATTERS AND

COMMITTEES OF THE BOARD OF DIRECTORS

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

The Board has determined, after a review of the relationships between and among each of the directors, the Company and its officers, that Lawrence P. Castellani, Benjamin D. Geiger, John M. Roth, Charles P. Rullman, Michael L. Smith, Peter M. Starrett, and Darell E. Zink are independent, as defined by the NYSE listing standards, and that no material relationships exists between any such independent directors and hhgregg other than by virtue of their being directors and stockholders.

The Board of Directors met eight times during fiscal 2008. The non-employee independent directors (as defined by the rules of the New York Stock Exchange (“NYSE”) met seven times during the year in executive session without the presence of management directors or employees of the Company. 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.

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

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The principal functions of each of our standing Board Committees, their members and the number of meetings held in fiscal 2008 are set forth below:

Committee Name and Members	Committee Functions	Number of Meetings in Fiscal 2008
Audit    Smith(1) Rullman Zink(2)	•     Assist the Board of Directors in fulfilling its responsibilities with respect to oversight of: (i)     the integrity of our financial statements; (ii)    our compliance with legal and regulatory requirements; (iii)  the independent auditor’s qualifications and independence; and (iv)   the performance of our internal audit function and independent auditors.	5
Compensation Castellani(1) Roth Starrett	•     Evaluate and recommend compensation for selected senior executive officers of hhgregg; •     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 associates, 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 hhgregg’s general compensation philosophy, as well as considerations for determining compensation for executive officers.	6
Nominating/ Corporate Governance Rullman(1) Roth Smith	•     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; •     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
Executive Throgmartin(1) Geiger Roth	•     Makes decisions and evaluates issues referred to the executive committee by the Board or the Chairman of the Board; and •     May act with full authority on behalf of the full Board between meetings.	7

(1) Chairman of the Committee.

(2) Mr. Zink joined the Audit Committee upon his appointment to the Board in August 2007.

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Nominees for Election as Directors

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

Communication with the Board of Directors

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

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Report of the Audit Committee of the Board of Directors

During fiscal 2008, Michael L. Smith served as Chairman of the Audit Committee of the Board of Directors. The other members of the Audit Committee during fiscal 2008 were Charles P. Rullman, Darell E. Zink and Benjamin D. Geiger. Mr. Zink was appointed to the Audit Committee in August 2007, at which time Mr. Geiger vacated his position on the Audit Committee. The Board of Directors has determined that all members of the Audit Committee are independent and are financially literate as required by the NYSE listing standards, and that Mr. Smith and Mr. Zink are “audit committee financial experts,” as defined by SEC rules, and have accounting or related financial management expertise, as required by the NYSE’s listing requirements.

The Audit Committee has reviewed and discussed the audited financial statements of hhgregg for fiscal 2008 with our management. The Audit Committee has discussed with KPMG LLP (“KPMG”), our independent registered public accountants, the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees), as amended by Statement on Auditing Standards No. 90 (Audit Committee Communications).

The Audit Committee has received the written disclosures and the letter from KPMG required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed the independence of KPMG with that firm.

Based on the Audit Committee’s review and the discussions noted above, the Audit Committee recommended to the Board of Directors that our audited financial statements be included in our fiscal 2008 Annual Report for filing with the SEC.

THE AUDIT COMMITTEE

Michael L. Smith (Chair)

Charles P. Rullman

Darell E. Zink

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NON-DIRECTOR NAMED OFFICERS

The following table lists our executive officers that are not directors:

Name	Age	Position with our Company
Donald J. B. Van der Wiel	48	Chief Financial Officer
Michael D. Stout	55	Chief Administrative Officer
Stephen R. Nelson	55	Chief Information Officer
Charles B. Young	44	Chief Human Resources Officer
Gregg W. Throgmartin	30	Senior Vice President of Store Operations
Jeffrey J. McClintic	52	Senior Vice President of Appliance Merchandising
Michael G. Larimer	54	Senior Vice President of Electronics Merchandising

Donald J.B. Van der Wiel, our Chief Financial Officer, joined us in October 2005. From November 2004 to October 2005 he served as Vice President of Finance for Buffets Holdings, Inc., a restaurant holding company. From 2001 to October 2004 he served as Vice President, Controller of Buffets Holdings, Inc. From 1999 to 2001 he served as Controller of Things Remembered, Inc., a specialty retail chain. From 1997 to 1999 he served as Vice President of Finance for the retail division of The William Carter Company, a children’s apparel company.

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

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

Charles B. Young, our Chief Human Resources Officer, joined us in January 2008. Mr. Young was named Chief Human Resources Officer in June 2008. Prior to joining our company, Mr. Young served as Vice President of Human Resources Store Operations and Supply Chain for the Sears Holding Company, a retail company, from 2006 to December 2007. He also served in roles as the Vice President of Human Resources—Sears Retail Stores and the Director of Human Resources while working for Sears.

Gregg W. Throgmartin, our Senior Vice President of Store Operations, joined us in 2001. Mr. Throgmartin was named Senior Vice President of Store Operations in June 2008. Other positions held by Mr. Throgmartin with our company include Vice President of Sales, Director of Strategic Merchandising, Regional Manager, and Store General Manager.

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

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

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

COMPENSATION COMMITTEE REPORT

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

We have reviewed and discussed the compensation discussion and analysis presented in this proxy statement, and believe that it has been prepared with integrity and objectivity in conformity with SEC regulations. Based upon this review, we recommended to the Board that the compensation discussion and analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

Lawrence P. Castellani (Chair)

John M. Roth

Peter M. Starrett

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COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis describes the material elements of executive compensation including the principles underlying our executive compensation policies and decisions and the most important factors relevant to the analysis of those policies and decisions. The Compensation Discussion and Analysis is divided into three sections:

• Compensation Philosophy, Objectives and Process

A discussion of our compensation philosophy, the objectives of our compensation programs and policies, and the process we use to determine executive compensation.

• Key Elements of Compensation

A discussion and analysis of compensation elements for each of our named executive officers.

• Other Compensation Matters

A discussion of programs and policies which are generally applicable to the named executive officers.

The Compensation Discussion and Analysis should be read in conjunction with the section “Executive Compensation” wherein you will find a number of schedules detailing specific compensation earned by each of our named executive officers in fiscal 2008.

Compensation Philosophy, Objectives and Process

Philosophy. We believe our success depends on our associates’ commitment to serve our customers and work as a team to deliver a superior customer purchase experience. Our compensation programs should be competitive and allow us to attract and retain individuals whose skills are critical to our long-term success. The compensation programs should reward and motivate superior individual and team performance among our executives and our associates, alike, in attaining business objectives and maximizing stockholder value. Compensation awards should be based on the fundamental principle of aligning the interests of our associates with those of our stockholders. Therefore, a meaningful portion of most executive’s compensation should be in the form of long-term equity and annual cash incentive compensation. Pay for performance is the underlying philosophy behind our compensation programs and policies. We believe that our compensation programs coupled with exciting growth and development opportunities and a positive work environment built on trust and respect help solidify our associates’ commitment to deliver a superior customer purchase experience.

Objectives. We believe our compensation programs and policies should serve to fulfill many objectives including to (i) attract talented associates; (ii) motivate associates to achieve short-term and long-term business goals; (iii) reward associates for achieving superior performance and maximizing stockholder value; and (iv) maintain a flexible compensation structure whose variability aligns the interests of associates and stockholders not only in the short-term, but the long-term as well.

Process. The Compensation Committee of the Board (the “Compensation Committee”) is responsible for determining and approving executive compensation. In addition, the Compensation Committee provides oversight of management’s decisions regarding the performance and compensation of other non-executive officers.

The Compensation Committee annually reviews our compensation philosophy and objectives and oversees the design, competitiveness and effectiveness of compensation programs for our executive officers. Prior to the beginning of each fiscal year, the Compensation Committee establishes all elements of the Chief Executive Officer’s compensation and reviews and approves the Chief Executive Officer’s recommendations for adjustments to our executive officers’ base salaries, annual incentives and long-term incentives.

The Compensation Committee takes several internal and external factors under consideration in the determination and approval of executive compensation. The material internal factors, which are assessed, include, (i) the value of the position relative to other executive officer positions based on the scope of primary

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job responsibilities and its impact on organizational performance; (ii) the executive’s level of industry and functional knowledge and personal contribution to our strategic and operational success; (iii) the executive’s ability to lead, inspire and influence others in a positive and constructive manner; and (iv) the executive’s outstanding equity awards, performance-based incentives and compensation history. For fiscal 2009, the Compensation Committee judgmentally balanced the consideration of these material internal factors with the 2007 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 92 retail organizations and their divisions. We utilized a subset of the Remuneration Report’s compensation data for retailers with less than $4 billion in annual revenue which included 34 publicly traded retailers with an average of $1.9 billion in annual revenue. Specifically, we compared the compensation of our named executive officers to the Remuneration Report’s compensation data based on job content because matches in title may not have been available or may not have adequately captured considerable variation in levels of responsibility and duties among executives other than the Chief Executive Officer.

Key Elements of Compensation

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

Base Salary. Base salary is designed to provide a specific level of cash compensation that is competitive and appropriate for the executive officer position. Executive salary levels and potential increases are linked to the material internal factors (discussed above) which are grounded in annual performance evaluations. Furthermore, Company financial performance is a consideration when determining salary budgets which determine annual salary increases for the named executive officers and other members of management. Commencing in fiscal 2009, the Compensation Committee balanced the consideration of these factors with a review of the compensation of our named executive officers to comparable positions found in the Retail Industry Total Remuneration Survey prepared by the Hay Group, which served to confirm the competitiveness of our executive’s total remuneration.

Annual Incentive. Annual incentive compensation is designed to provide a cash incentive to our named executive officers to achieve, and exceed, annual business objectives and goals. The annual incentive compensation targets are intended to be challenging for our executives and the Company. The at-risk element of annual incentive compensation reinforces a flexible compensation structure whose variability aligns the interests of associates and stockholders not only in the short-term, but the long-term as well. Base salaries serve as the foundation for most named executive’s annual incentive compensation, which expresses incentive opportunity as a percentage of annual base salary.

Our annual incentive compensation for named executives is tied to the attainment of Adjusted EBITDA targets that, if achieved, must also fund any annual incentive payments under the plan. We use Adjusted EBITDA, which is a non-GAAP measure, to measure our performance when establishing annual incentive targets because it facilitates performance comparisons from period to period by excluding certain non-recurring or non-cash items, thereby presenting what we believe to be the most accurate measure of our core operating results at this point. The reconciliation of Adjusted EBITDA to net income is disclosed in our non-GAAP disclosure located in the investor relations section of our website at www.hhgregg.com. The target annual incentive compensation for fiscal 2008 was established at approximately 100% of the respective base salaries of our named executive officers, excluding the Chief Executive Officer who declined the annual incentive compensation.

The annual incentive compensation targets for fiscal 2008 were established by the Compensation Committee in conjunction with our annual budgeting process. In order to achieve a 100% target annual incentive payout, we needed to achieve an Adjusted EBITDA target of $76.8 million inclusive of the charge associated with the annual incentive payout. The Compensation Committee established a 120% maximum annual incentive payout for fiscal

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2008, requiring the achievement of $79.6 million in Adjusted EBITDA inclusive of the charge for the annual incentive payout. The Compensation Committee has introduced a 150% maximum annual incentive payout for our named executive officers for fiscal 2009 to reward exceptional performance relative to our annual budget.

Long-term Incentive. Long-term incentive compensation, historically issued in the form of stock options, is designed to align the interests of our executive officers with the interests of our stockholders. In addition, long-term incentives promote the maximization of stockholder value over time and also foster the retention of our key management associates. Although we have not adopted formal stock ownership guidelines for our executives, our named executives collectively beneficially own 23.5% of our common stock. In determining the number of stock options to be granted to executives, we consider the individual’s position, scope of responsibility, contribution, and the value of the stock option grant in relation to other elements of the individual’s total compensation.

The hhgregg 2007 Equity Incentive Plan (the “Equity Incentive Plan”) authorizes us to grant incentive and nonstatutory options, restricted stock, stock appreciation rights, restricted stock units and stock grants to our officers, directors, consultants and key associates. Our Compensation Committee oversees the administration of our Equity Incentive Plan. The Compensation Committee is authorized to grant up to 3,000,000 shares of our common stock under the Equity Incentive Plan. The Compensation Committee has historically granted stock options under the Equity Incentive Plan. Stock options are issued at the closing price of our common stock on the date of grant, as quoted on the New York Stock Exchange. All of the stock options granted to our named executed officers have been non-qualified options that have vested in three annual installments beginning on the first anniversary of the date of grant and terminate on the seven-year anniversary of the date of grant.

Historically, the Compensation Committee has generally granted stock options at the commencement of an associate’s employment or upon an annual grant date. The majority of our stock option grants are made annually as part of a long-term incentive award program, with the grant date specified in advance as part of the Compensation Committee resolution. We have never granted, nor do we ever intend to grant, options immediately prior to, or simultaneous with, the release of material, non-public information.

Health, Retirement and Other Benefits. We offer a non-qualified deferred compensation plan to key associates including our executive officers, which provides unfunded, non-tax qualified deferred compensation benefits. We believe that this program plays an important role in attracting and retaining executive talent. A participant in the non-qualified deferred compensation plan is credited annually with a percentage of the participant’s base salary that varies in accordance with a financial target (as described below) and the participant’s employment classification, as well as an interest credit on the preceding end of year balance, as established by the Compensation Committee. Benefits are payable in one lump sum in cash upon the later of termination of employment or the attainment of age 55. For fiscal 2008, our named executive officers who had become eligible in the plan, with a minimum of one year of continuous service in an eligible position, each earned a plan contribution equal to 10% of their respective base salaries for exceeding the Adjusted EBITDA financial target of 5.7%, expressed as a percentage of net sales. In addition, each eligible, named executive officer also received an interest credit of 5% on their accumulated plan balance as of April 1, 2007, on the same basis as our other eligible key associates.

Our executives are eligible to participate in all of our associate benefit plans, including medical, dental, vision, long- and short-term disability, defined contribution 401K, life insurance and employee discount, in each case on the same basis as our other eligible associates. For fiscal 2008, our named executive officers were entitled to $240,000 in additional life insurance coverage for which the premiums were paid by the Company.

Other Compensation Matters

Executive Employment Agreements. We have entered into agreements containing change in control severance provisions with our executive officers and certain members of senior management. Payments to our executive officers are tied to both a change in control and termination of employment. Under these agreements, if

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any of these associates are terminated without cause or resign for good reason within 12 months of certain transactions resulting in a change in control, then the associate will be entitled to receive certain severance benefits. The reason for the change in control provisions are to ensure that the executive officers are free to act in the best interests of the stockholders when considering a sale without undue focus on their own job security. Additional information regarding these agreements and the potential payments due thereunder can be found below in the section titled “Employment Agreements.”

Perquisites. Under the terms of his employment agreement, Jerry W. Throgmartin, our Chief Executive Officer is allowed limited personal use of our aircraft and may use up to 20 hours per year. The personal use of the aircraft for Mr. Throgmartin is described further under the 2008 Summary Compensation Table in the “Executive Compensation” section. In addition, our President and Chief Operating Officer receives a monthly auto allowance, to defray travel costs incurred in store and distribution center visits, that is disclosed in the Summary Compensation table, as well.

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

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

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

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Executive Compensation

2008 Summary Compensation Table

The following table sets forth information concerning fiscal 2008 and fiscal 2007 compensation of the Chief Executive Officer and Chief Financial Officer of hhgregg, Inc. and the three other most highly compensated executive officers of hhgregg, Inc. whose aggregate fiscal 2008 compensation was at least $100,000 for services rendered in all capacities.

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards(1)		Non-Equity Incentive Plan Compensation(2)		All Other Compensation(3)		Total
Jerry W. Throgmartin	2008	$	303,891	$	—	$	—	$	149,830	$	41,395	$	48,047	$	543,163
Chairman and Chief Executive Officer(4)	2007	$	303,891	$	—	$	—	$	18,494	$	39,423	$	65,735	$	427,543
Dennis L. May	2008	$	300,000	$	—	$	—	$	149,830	$	398,474	$	18,237	$	866,541
President and Chief Operating Officer(4)	2007	$	276,762	$	—	$	—	$	18,494	$	364,622	$	5,459	$	665,337
Donald J.B. Van der Wiel	2008	$	265,000	$	—	$	—	$	99,910	$	345,700	$	7,109	$	717,719
Chief Financial Officer	2007	$	239,423	$	—	$	—	$	11,097	$	312,000	$	60,170	$	622,690
Michael D. Stout	2008	$	250,000	$	—	$	—	$	86,897	$	332,560	$	8,561	$	678,018
Chief Administrative Officer	2007	$	242,232	$	—	$	—	$	11,097	$	318,388	$	2,858	$	574,575
Stephen R. Nelson	2008	$	210,000	$	—	$	—	$	63,248	$	261,000	$	160	$	534,408
Chief Information Officer(5)	2007	$	130,769	$	—	$	—	$	19,912	$	160,000	$	120	$	310,801

(1) Option award amounts represent the executive’s portion of our reported stock compensation expense for fiscal 2008 and 2007 in accordance with SFAS 123(R). Please refer to footnote 7 of the notes to the consolidated financial statements of hhgregg, Inc. included in Form 10-K for discussion of the relevant assumptions to determine the option award value at the grant date. No awards were forfeited as of March 31, 2008 or 2007.

(2) This amount includes both amounts earned under the Annual Incentive Awards Plan and the Nonqualified Deferred Compensation Plan. All executives other than the Chairman and Chief Executive Officer participate in the “Company Officer Personal Annual Incentive Awards Plan” or annual incentive plan. Please refer to the “Grants of Plan-Based Awards Table” and “Compensation Discussion and Analysis” section for more information.

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

	Fiscal Year	Personal Use of Company Plane		Tax Reimbursement(a)		Executive Relocation		Company Contributions to a Defined Contribution Plan		Other(b)		Total
Jerry W. Throgmartin	2008	$	22,228	$	15,351	$	—	$	3,559	$	7,109	$	48,047
	2007	$	36,152	$	25,368	$	—	$	3,345	$	870	$	65,735
Dennis L. May	2008	$	—	$	—	$	—	$	3,928	$	14,309	$	18,237
	2007	$	—	$	—	$	—	$	2,544	$	2,915	$	5,459
Don Van der Wiel	2008	$	—	$	—	$	—	$	—	$	7,109	$	7,109
	2007	$	—	$	24,540	$	35,530	$	—	$	100	$	60,170
Michael D. Stout	2008	$	—	$	—	$	—	$	3,891	$	4,670	$	8,561
	2007	$	—	$	—	$	—	$	2,181	$	677	$	2,858
Stephen R. Nelson	2008	$	—	$	—	$	—	$	—	$	160	$	160
	2007	$	—	$	—	$	—	$	—	$	120	$	120

(a) Tax reimbursements represent Mr. Throgmartin’s personal use of our plane as provided in his employment agreement and represent Mr. Van der Wiel’s executive relocation. See “—Employment Agreements”.

(b) Represents amounts paid for life insurance premiums, executive health premiums and car allowance (if applicable).

(4) Neither Mr. Throgmartin nor Mr. May receives any compensation for his service on our Board.

(5) Mr. Nelson joined us on August 7, 2006. As such, fiscal 2007 represents a partial year.

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2008 Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards to named executive officers for fiscal 2008.

Name	Grant Date	Estimated Future Payouts Under Non-equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock	All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards		Grant Date Fair Value of Option Awards
		Threshold			Target			Maximum
Jerry W. Throgmartin	7/19/2007	$	—	(1)	$	—	(1)	$	—	(1)	—	50,000	(3)	$	13.00	$	236,599	(4)
Chairman and Chief Executive Officer		$	32,281	(2)	$	41,395	(2)	$	41,395	(2)
Dennis L. May	7/19/2007	$	75,000	(1)	$	300,000	(1)	$	360,000	(1)	—	50,000	(3)	$	13.00	$	236,599	(4)
President and Chief Operating Officer		$	29,474	(2)	$	38,474	(2)	$	38,474	(2)
Donald J.B. Van der Wiel	7/19/2007	$	66,250	(1)	$	265,000	(1)	$	318,000	(1)	—	40,000	(3)	$	13.00	$	189,279	(4)
Chief Financial Officer		$	19,750	(2)	$	27,700	(2)	$	27,700	(2)
Michael D. Stout	7/19/2007	$	62,563	(1)	$	250,000	(1)	$	300,000	(1)	—	30,000	(3)	$	13.00	$	141,960	(4)
Chief Administrative Officer		$	25,060	(2)	$	32,560	(2)	$	32,560	(2)
Stephen R. Nelson	7/19/2007	$	50,000	(1)	$	200,000	(1)	$	240,000	(1)	—	24,000	(3)	$	13.00	$	113,568	(4)
Chief Information Officer		$	14,700	(2)	$	21,000	(2)	$	21,000	(2)

(1) All executives other than the Chairman and Chief Executive Officer 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 company’s performance meets a minimum level of Adjusted EBITDA. If this minimum level of 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 company’s 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 company 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 H. H. Gregg Non-Qualified Deferred Compensation Plan which provides unfunded, non-tax qualified deferred compensation benefits for selected executives of our company. 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 minimum 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 year 2008, the executives’ accounts were credited at the maximum amount under the plan, 10% of the participant’s base salary, plus interest. The threshold amounts shown in the table represent 7% of the executive’s base salary plus interest. We credited each executive’s account interest of 5% on the beginning balance of each executive’s account at April 1, 2007.

(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) Represents the full fair value of options granted during fiscal 2008 at date of grant under the Equity Incentive Plan. Please refer to footnote 6 of the Notes to the consolidated financial statements included in our Annual Report in Form 10-K for discussion of the relevant assumptions to determine the option award value at the grant date. No awards were forfeited as of March 31, 2008.

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Outstanding Equity Awards at Fiscal Year End

Option Awards

The following table summarizes information regarding option awards granted to our named executive officers that remain outstanding as of March 31, 2008.

Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price		Option Expiration Date
Jerry W. Throgmartin	253,334	126,666	$	5.00	7/26/2012
Chairman and Chief Executive Officer	126,667	63,333		7.50	7/26/2012
	126,667	63,333		10.00	7/26/2012
	13,334	26,666		5.85	9/8/2013
	—	50,000		13.00	7/19/2014
Dennis L. May	101,334	50,666	$	5.00	7/26/2012
President and Chief Operating Officer	50,667	25,333		7.50	7/26/2012
	50,667	25,333		10.00	7/26/2012
	13,334	26,666		5.85	9/8/2013
	—	50,000		13.00	7/19/2014
Donald J.B. Van der Wiel	80,000	40,000	$	5.00	10/31/2012
Chief Financial Officer	40,000	20,000		7.50	10/31/2012
	40,000	20,000		10.00	10/31/2012
	8,000	16,000		5.85	9/8/2013
	—	40,000		13.00	7/19/2014
Michael D. Stout	60,000	30,000	$	5.00	7/26/2012
Chief Administrative Officer	30,000	15,000		7.50	7/26/2012
	30,000	15,000		10.00	7/26/2012
	8,000	16,000		5.85	9/8/2013
	—	30,000		13.00	7/19/2014
Stephen R. Nelson	6,667	13,333	$	5.85	9/8/2013
Chief Information Officer	—	24,000		13.00	7/9/2014

Stock Awards

The following table provides information regarding outstanding stock awards for the named executive officers as of March 31, 2008.

Name	Number of Shares of Stock That Have Not Vested	Market Value of Shares of Stock That Have Not Vested
Donald J.B. Van der Wiel(1)	6,666	$	74,993
Chief Financial Officer

(1) The shares vest over a three-year incentive period beginning on the first anniversary of the award date of October 31, 2005. Shares that were not vested as of March 31, 2008 were valued at a market price of $11.25 per share, based on the March 31, 2008 share price.

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2008 Stock Vested

The following table provides information regarding stock held by the named executive officers that vested during the fiscal year ended March 31, 2008.

	Stock Awards
Name	Number of Shares Acquired on Vesting	Value Realized on Vesting
Donald J.B. Van der Wiel(1)	6,667	$	75,004
Chief Financial Officer

(1) The shares vest over a three-year incentive period beginning on the first anniversary of the award date of October 31, 2005. Value realized on vesting was calculated based on a market price of $11.25 per share, based on the March 31, 2008 share price.

Non-Qualified Deferred Compensation

The following table sets forth certain information regarding the nonqualified deferred compensation of the named executive officers as of fiscal year ended March 31, 2008.

Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)(1)		Aggregate Earnings in Last FY ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance in Last FYE ($)
Jerry W. Throgmartin	$	—	$	30,380	$	11,015	$	—	$	261,691
Chairman and Chief Executive Officer
Dennis L. May	$	—	$	30,000	$	8,474	$	—	$	207,949
President and Chief Operating Officer
Donald J.B. Van der Wiel	$	—	$	26,500	$	1,200	$	—	$	51,700
Chief Financial Officer
Michael D. Stout	$	—	$	25,000	$	7,560	$	—	$	183,756
Chief Administrative Officer
Stephen R. Nelson	$	—	$	21,000		—	$	—	$	21,000
Chief Information Officer

(1) See description of the Non-Qualified Deferred Compensation Plan in the “—Grants of Plan Based Awards” section. Our contributions and aggregate earnings in fiscal 2008 in the “Nonqualified 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 5% applied to the balance as of April 1, 2007.

In April 2000, we adopted the H.H. Gregg Nonqualified Deferred Compensation Plan, which provides unfunded, non-tax qualified deferred compensation benefits to selected executives of our company. The plan participants are generally our creditors. A participant’s account is credited annually with a percentage of the participant’s base salary that varies in accordance with a financial target as established by our compensation committee and the participant’s employment classification. Accounts may be credited with interest annually at our discretion. Vesting occurs when the participant reaches age 55 while still employed, after ten years of continuous service or on death or disability. Accounts are forfeited upon a termination for cause. Benefits are payable in one lump sum in cash upon the later of termination of employment or the attainment of age 55. The aggregate balance for all participants in the plan as of March 31, 2008 and 2007 was approximately $3.9 million and $3.1 million, respectively.

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Employment Agreements

In February of 2005, the Company entered into employment agreements with Jerry W. Throgmartin, Chairman and CEO, and Dennis L. May, President and COO.

Each of the employment agreements provides for a two-year term. The agreements provide for a base salary of $300,000 for the first year, subject to increase, for Mr. Throgmartin and $250,000 per year for the first year, subject to increase, for Mr. May. Mr. May also is entitled to receive an annual cash annual incentive of up to approximately 120% of his base salary based on the achievement of EBITDA targets in accordance with our existing annual incentive plan. In addition, each of Messrs. Throgmartin and May participates in our benefit and welfare plans, programs and arrangements that are generally available to our executives. Pursuant to the terms of the employment agreements, if we terminate the executive without “cause,” the executive will receive a continuation of his base salary and continued coverage under health and insurance plans (or substantially equivalent benefits) for the remainder of the term of the employment agreement, plus a pro-rated annual incentive for the year in which the executive was terminated.

For purposes of the agreements, “cause” means the executive’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 not to terminate our independent auditors or engage any outside auditor or any other accounting firm to perform any non-audit services for us; or (v) commission of any crime involving moral turpitude or any felony.

Mr. Throgmartin’s agreement contains covenants prohibiting Mr. Throgmartin until the later of October 19, 2010 or for so long as he receives severance benefits from us, from competing with us in the contiguous United States and from soliciting our employees for employment. In addition, Mr. Throgmartin’s agreement provides for his use of our corporate airplane for up to 20 hours per year for personal purposes at our expense. Mr. Throgmartin’s employment agreement was amended effective April 13, 2007 to provide that Mr. Throgmartin is entitled to a reasonable number of vacation days per year and to allow Mr. Throgmartin to participate in our health plan until age 65 so long as Mr. Throgmartin pays the related premium cost after he is no longer our employee. In addition, we have agreed to assign to Mr. Throgmartin our interest in a key-man life insurance policy on the life of Mr. Throgmartin after he is no longer employed by us. After this assignment, Mr. Throgmartin will pay the premiums for this policy.

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

During fiscal 2006, we entered into an employment agreement with Donald J.B. Van der Wiel, our Chief Financial Officer. The employment agreement provides for an annual base salary of $225,000 for the first year, subject to increase, which is reviewed annually for adjustment at the discretion of the compensation committee of our Board. Mr. Van der Wiel is also entitled to receive an annual cash annual incentive of up to 120% of his base salary based on the achievement of EBITDA targets in accordance with our existing annual incentive plan. In addition, Mr. Van der Wiel participates in our benefit and welfare plans, programs and arrangements that are generally available to our executives. Pursuant to the terms of the employment agreement, if we terminate Mr. Van der Wiel without “cause,” he will receive his base salary for a period of 12 months following his departure from our company. Mr. Van der Wiel will not be eligible to participate in any of our welfare or benefit plans after the date of his termination for any future period except for the right to receive benefits which have vested under any plan in accordance with the terms of the plan. In addition, Mr. Van der Wiel will not be eligible to receive any cash annual incentive for our fiscal year during which his termination occurs and any later year.

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Mr. Van der Wiel’s employment agreement was terminated and replaced with a new employment agreement effective June 1, 2008 as described below.

Effective June 1, 2008, we entered into employment agreements with each of Donald J.B. Van der Wiel, Michael D. Stout, Stephen R. Nelson, Charlie Young, Gregg Throgmartin, Jeffrey J. McClintic and Michael G. Larimer. The employment agreements provide that the executive’s base salary and annual cash incentive award shall be determined by mutual agreement between the Company and the executive and may be adjusted from time to time. In addition, each of the executives are entitled to participate in our benefit and welfare plans that are generally available to our other employees. Pursuant to the term of the employment agreements, if the executive is terminated by us without “cause” or 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 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, 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.

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

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

Potential Payments Upon Termination or Change in Control

We have entered into employment agreements with our named executive officers that require us to provide compensation and/or other benefits to each named executive officer in the event of the termination of the named executive officer’s employment under certain circumstances. The table below sets forth the amounts payable to each named executive officer assuming the executive officer’s employment was terminated on March 31, 2008.

Except as otherwise expressly indicated, the amounts set forth in the table below do not represent actual amounts a named executive officer would receive if his employment were terminated, but generally represent only estimates, based on the assumption provided in the footnotes to the table. The amounts set forth in the table are based on the benefit plans and employment agreements that were in effect as of March 31, 2008. 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

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materially different than the terms of our benefit plans and employment agreements at March 31, 2008. In addition, we entered into an amended employment agreement with Mr. Van der Wiel and an employment agreement with each of Messrs. Nelson and Stout in June 2008, which are not reflected in the table below because these employment agreements were not in effect at March 31, 2008. See “—Employment Agreements” for a discussion of the terms of each of these employment agreements.

Executive and Benefits	Voluntary Termination, Retirement or For Cause(a)		Disability		Death		Termination by Company Other than Retirement, Disability, Death, or Without Cause
Jerry W. Throgmartin
Salary Continuation(b)	$	—	$	151,945	$	607,782	$	607,782
Non-Equity Incentive Plan Compensation(c)	$	—	$	—	$	—	$	41,395
Stock Options(d)	$	—	$	—	$	—	$	—
Healthcare(e)	$	—	$	103,200	$	—	$	9,362
Dennis L. May
Salary Continuation(b)	$	—	$	150,000	$	600,000	$	600,000
Non-Equity Incentive Plan Compensation(c)	$	—	$	—	$	—	$	398,474
Stock Options(d)	$	—	$	—	$	—	$	—
Healthcare(e)	$	—	$	103,200	$	—	$	9,362
Donald Van der Wiel
Salary Continuation(f)	$	—	$	—	$	265,000	$	265,000
Non-Equity Incentive Plan Compensation(g)	$	—	$	—	$	—	$	—
Stock Options(d)	$	—	$	—	$	—	$	—
Healthcare(h)	$	—	$	—	$	—	$	—

(a) Termination for cause 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 plan.

(b) Executives are eligible to receive the then current base salary for the remainder of the term of the employment agreement upon a termination by us other than for cause or disability. 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. Upon disability, the executive is entitled to receive his base salary for six months before we can terminate his employment.

(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 Nonqualified Deferred Compensation Plan. All executives other than Mr. Throgmartin participate in the “Company Officer Personal Annual Incentive Plan” or annual incentive plan. See “—Grants of Plan Based Awards Table” and “Compensation Discussion and Analysis” for more information.

(d) Upon a termination of employment or the death of the executive, the options terminate, except that options can be exercised to the extent that the options were exercisable on the date of termination. The options can be exercised for the following periods: (i) 90 days, following termination by us or the voluntary resignation of the executive or (ii) 120 days following the death or disability of the executive. If the executive is terminated by us for cause, the options terminate immediately. See “—Outstanding Equity Awards at Fiscal Year End” and “—2008 Grants of Plan Based Awards” for more information.

(e) Upon a termination without cause or disability, the executive is entitled to receive continued coverage under the then existing health care plans for the remainder of the term of the employment agreement, and if the plan does not permit such continued coverage, then we are obligated to provide a substantially similar and no less favorable benefit. If the executive becomes permanently disabled, as defined in the employment

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agreement, and we exercise the right to terminate the employment of the executive, he is entitled to receive disability benefits in accordance with the disability policy maintained by us.

(f) If Mr. Van der Wiel’s employment is terminated by us without cause he is entitled to his current base salary for a period of 12 months. The salary will be paid in accordance with our then current payroll practice.

(g) Following a termination without cause by us, Mr. Van der Wiel is not eligible to receive any annual incentive award for the fiscal year during which the termination occurs.

(h) Mr. Van der Wiel is not eligible to participate in any executive benefit plans after the date of termination, except for the right to receive benefits that have vested under any such plan.

Director Compensation

Directors who are also our employees or who beneficially own, or are employees of entities or affiliates of entities that beneficially own, more than 20% of our common stock, receive only reimbursement for out-of-pocket expenses for their service on our Board. Each director who is not our employee or who does not beneficially own, or is not an employee of an entity or affiliate of an entity that beneficially owns, more than 20% of our common stock receives an annual retainer of $50,000 and an annual grant of 10,000 options to purchase common stock. New directors also receive an initial grant of 10,000 options upon appointment to our Board. The Chairman of the audit, nominating and corporate governance and compensation committees receive an additional annual retainer of $10,000.

The following table summarizes compensation we paid to non-employee directors in fiscal 2008.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Lawrence Castellani	$	60,000	$	47,320	$	107,320
Charles P. Rullman	$	50,000	$	47,320	$	97,320
Michael L. Smith	$	60,000	$	47,320	$	107,320
Peter M. Starrett	$	60,000	$	47,320	$	107,320
Darell E. Zink	$	37,500	$	47,931	$	85,431

(1) The amounts shown in this column indicate the dollar amount of compensation cost we recognized in fiscal 2008 pursuant to SFAS 123(R) for stock awards granted in fiscal 2008. See Note 6 to the Consolidated Financial Statements included in our fiscal 2008 Annual Report for a discussion of the relevant assumptions made in these valuations. For each director, the grant date fair value of stock awards granted in fiscal 2008 computed in accordance with SFAS 123(R) was identical to the total compensation cost recognized. For the total number of shares of common stock held by each non-employee director as of June 1, 2008, see “Security Ownership of Certain Beneficial Owners and Management” in this Proxy Statement.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise noted, each beneficial owner in the table below has sole voting power with respect to the shares listed. The following table sets forth information known to us regarding the ownership of our common stock as of June 1, 2008 by:

• each person who beneficially owns more than 5% of our common stock;

• each of our executive officers;

• each member of our Board; and

• all executive officers and directors as a group.

Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable. We know of no agreements among our stockholders which relate to voting or investment power over our common stock or any arrangement that may at a subsequent date result in a change of control of our company. Unless otherwise indicated in the footnotes below, the address of the stockholders is c/o hhgregg, Inc., 4151 East 96^th Street, Indianapolis, Indiana 46240.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage of ownership held by that person, shares of common stock subject to options held by that person that are currently exercisable or will become exercisable within 60 days after June 1, 2008 are deemed outstanding, while these shares are not deemed outstanding for computing percentage ownership of any other person.

The percentages of common stock beneficially owned are based on 32,303,935 shares of our common stock outstanding as of June 1, 2008.

	Beneficial Ownership of Common Stock
Name of Beneficial Owner	Number	Percent
Freeman Spogli & Co.(1)	12,475,981	38.6	%
John M. Roth(2)	12,475,981	38.6	%
Jerry W. Throgmartin(3)	4,017,101	12.1	%
California State Teachers’ Retirement System(4)	2,051,659	6.4	%
Wasatch Advisors, Inc(5)	1,968,725	6.1	%
Dennis L. May(6)	1,445,419	4.4	%
Donald J.B. Van der Wiel(7)	231,334	*
Michael D. Stout(8)	228,020	*
Stephen R. Nelson(9)	14,667	*
Charles B. Young	—	—
Gregg W. Throgmartin(10)	1,705,473	5.2	%
Jeffrey J. McClintic(11)	240,001	*
Michael G. Larimer(12)	230,001	*
Lawrence P. Castellani(13)	306,668	*
Benjamin D. Geiger(2)	—	—
Charles P. Rullman(14)	3,334	*
Michael L. Smith(15)	156,668	*
Peter M. Starrett(16)	346,668	1.1	%
Darell E. Zink	5,000	*
All directors and executive officers as a group (16 individuals)(17)	21,406,335	61.3	%

  * Less than 1%.

(1) 12,475,981 shares of our common stock are held of record by FS Equity Partners V, L.P. and FS Affiliates V, L.P., or, collectively, FSEP V. FS Capital Partners V, LLC, as the general partner of FSEP V, has the

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sole power to vote and dispose of the shares of our common stock owned by FSEP V. Messrs. Mark J. Doran, Bradford M. Freeman, Todd W. Halloran, Jon D. Ralph, John M. Roth, J. Frederick Simmons and William M. Wardlaw are the managing members of FS Capital Partners V, LLC, and Messrs. Doran, Freeman, Halloran, Ralph, Roth, Simmons 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 FSEP V. Messrs. Doran, Freeman, Halloran, Ralph, Roth, Simmons and Wardlaw each disclaims beneficial ownership in the shares except to the extent of his pecuniary interest in them. The business address of FSEP V 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) Includes 2,081,500 shares of our common stock held of record by the Jerry W. Throgmartin 2007 Grantor Retained Annuity Trust for which Mr. Throgmartin is the trustee and has sole power to vote and dispose of such shares. Includes 790,001 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(4) As reported in a Schedule 13G filed with the SEC on February 14, 2008 by California State Teachers Retirement System, a governmental employee benefit plan. According to the Schedule 13G, the California State Teachers Retirement System has sole voting and dispositive power over the shares. The business address of California State Teachers’ Retirement System is 7667 Folsom Boulevard, Suite 250, MS4, Sacramento, CA 95826.

(5) As reported in a Schedule 13G filed with the SEC on February 14, 2008. According to the Schedule 13G, Wasatch Advisors, Inc. has sole voting and dispositive power over the shares. The business address of Wasatch Advisors, Inc. is 150 Social Hall Avenue, Salt Lake City, UT 84111.

(6) Includes 334,001 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(7) Includes 181,334 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(8) Includes 198,000 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(9) Includes 14,667 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(10) Includes 272,667 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(11) Includes 210,001 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(12) Includes 210,001 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(13) Includes 200,000 shares of our common stock held of record by the Lawrence P. Castellani Grantor Retained Annuity Trust for which Mr. Castellani is trustee and has sole power to vote and dispose of such shares. Includes 106,668 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(14) Includes 3,334 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(15) Includes 44,802 shares of our common stock held of record by the Michael L. Smith 2006 Grantor Retained Annuity Trust for which Mr. Smith is the trustee and has sole power to vote and dispose of such shares. Includes 106,668 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(16) Includes 140,000 shares of our common stock held of record by the Starrett Family Trust for which Mr. Starrett is the trustee and has the sole power to vote and dispose of such shares. Includes 206,668 shares of our common stock issuable upon exercise of options exercisable within 60 days of June 1, 2008.

(17) Includes 790,001, 334,001, 181,334, 198,000, 14,667, 272,667, 210,001, 210,001, 106,668, 3,334, 106,668, and 206,668 shares of our common stock issuable upon exercise of options granted to Messrs. J. Throgmartin, May, Van der Wiel, Stout, Nelson, G. Throgmartin, McClintic, Larimer, Castellani, Rullman, Smith, Starrett and Zink respectively, exercisable within 60 days of June 1, 2008.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Affiliate Leases

We lease our headquarters, which includes a store, a corporate training center and a central distribution and warehouse facility, and ten additional stores (including stores leased from the entities required to be consolidated with us prior to our recapitalization in February 2005) from W. Gerald Throgmartin, the father of Jerry W. Throgmartin, and entities controlled by Jerry W. Throgmartin and his siblings, or companies or trusts affiliated with Jerry W. Throgmartin. We believe the affiliate leases are “arm’s length,” such that the terms are no less favorable to us than non-affiliate leases. All affiliate leases are on a triple net basis. Rent expense for these affiliate leases was $4.1 million, $4.2 million and $3.8 million for fiscal 2008, 2007 and 2006, respectively.

We lease our corporate airplane from Throgmartin Leasing, LLC, an entity controlled by W. Gerald Throgmartin, the father of Jerry W. Throgmartin. During fiscal 2008, 2007 and 2006 we paid rent of $0.4 million, $0.3 million and $0.3 million, respectively, for each period to Throgmartin Leasing, LLC for use of the airplane. In addition, we also paid $0.7 million during each of fiscal 2008, 2007 and 2006, for the corporate airplane’s operating costs. W. Gerald Throgmartin, the beneficial owner of the airplane, uses the airplane for a certain number of hours per year in exchange for a reduced per hour rental rate. We believe that the lease of our corporate airplane is “arm’s length,” such that the terms of this lease are no less favorable to us than those of a non-affiliate lease would be.

Registration Rights Agreement

FSEP V, FS Affiliates V, L.P., the California State Teachers’ Retirement System, A.S.F. Co-Investment Partners II, L.P., the Jerry W. Throgmartin 2007 Grantor Retained Annuity Trust and Messrs. J. Throgmartin, G. Throgmartin and May, entered into a registration rights agreement with respect to all of our shares of common stock that they hold.

Under the registration rights agreement, FSEP V and Jerry W. Throgmartin may, at any time, require us to register for resale under the Securities Act of 1933, as amended ( the “Securities Act”) their registrable shares of common stock. These registration rights include the following provisions:

Demand Registration Rights. We have granted three demand registration rights to FSEP V and one demand registration right to Jerry W. Throgmartin 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 Jerry W. Throgmartin, registrable shares held by the Jerry W. Throgmartin 2007 Grantor Retained Annuity Trust and Messrs. G. Throgmartin and May may be included in the request for registration to reach the $25,000,000 threshold. In the case of a demand by FSEP V, 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 Jerry W. Throgmartin, every party to the agreement can request to be included in the registration on a pro rata basis.

Piggyback Registration Right. Each party to the registration rights agreement also has unlimited piggyback registration rights subject only to a determination by the underwriters that the success of the offer or the offering price would be adversely affected by the inclusion of securities of the parties. If at any time, we propose to file a registration statement under the Securities Act for the same class of common stock held by the parties to the registration rights agreement, the parties shall have the opportunity to include their registrable shares in the registration.

Expenses. We are responsible for paying all registration expenses, excluding underwriting discounts and commissions and the out of pocket expenses of the holders.

Indemnification. We have agreed to indemnify each of the stockholders party to the registration rights agreement against certain liabilities under the Securities Act.

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Indemnity Agreement

Effective June 1, 2008, the Company entered into customary indemnity agreements with each of its directors.

Pursuant to each Indemnity Agreement, the Company will indemnify each director against claims against such director in connection with the execution of his or her duties as a director of the Company or by virtue of he or she holding any other position as a director with any other entity at the Company’s request to the fullest extent permissible under the Delaware General Corporation Law. Each director is also entitled to the advancement of expenses incurred in connection with defending any claim that is indemnifiable pursuant to the Indemnity Agreement.

Consulting Agreement

We have a consulting agreement with W. Gerald Throgmartin. Given his long history with our company and his industry insights, Mr. Throgmartin provides advice to the chief executive officer regarding various aspects of the industry including relationships with vendors, geographic expansion, corporate and strategic philosophies and infrastructure leveraging. The agreement requires us to pay consulting fees in an amount of $25,000 per year and permits Mr. Throgmartin to continue to participate in our health and disability insurance plans on the same basis as our employees through the term of this agreement. The agreement expires on February 3, 2010. We believe that the consulting agreement is “arm’s length,” such that the terms of the agreement are no less favorable to us than a non-affiliate consulting agreement.

Life Insurance Policy

In September 2005, Jerry W. Throgmartin, along with certain members of his immediate family, acquired a whole key-man life insurance policy for W. Gerald Throgmartin that had previously benefited our company for a purchase price of $1.1 million. The purchase price of the life insurance policy equaled the cash surrender value of the policy. The transaction was approved by the Board. We believe that the sale of the policy is “arm’s length,” such that the terms of the sale are no less favorable to us than a non-affiliate sale.

Purchase of Land

In December 2005, Jerry W. Throgmartin, along with certain members of his immediate family, acquired land owned by us located in Ohio for a purchase price of $1.4 million paid in the form of a promissory note. The promissory note was payable on demand by us without interest. Our Board determined the purchase price to be the fair market value of the land. On February 3, 2006, Mr. Throgmartin paid all amounts due under the note in cash.

Related Person Transaction Policy

Our Board adopted certain written policies and procedures for the review, approval and ratification of related party transactions, which we refer to as our Related Person Policy. Among other things, our Related Person Policy provides that any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest, must be reported to our board of directors prior to the consummation or amendment of the transaction. A related person, as defined in our Related Person Policy, means any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of our company or a nominee to become a director of our company; any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5%

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beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest. Our Board reviews these related party transactions and considers all of the relevant facts and circumstances available to the Board, including (if applicable) but not limited to: the benefits to us; the availability of other sources of comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. Our Board may approve only those related party transactions that are in, or are not inconsistent with, the best interests of us and of our stockholders, as our Board determines in good faith. At the beginning of each fiscal year, our Board will review any previously approved or ratified related party transactions that remain ongoing and have a remaining term of more than six months. Our Board will consider all of the relevant facts and circumstances and will determine if it is in the best interests of us and our stockholders to continue, modify or terminate these related party transactions.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board has appointed the firm of KPMG LLP (“KPMG”) as independent registered public accountants to audit and report on the consolidated financial statements of hhgregg, Inc. and its subsidiaries for fiscal 2009, and to perform such other appropriate accounting and related services as may be required by the Audit Committee. The affirmative vote of the holders of a majority of the shares of our common stock present or represented by proxy at the Annual Meeting and entitled to vote in respect thereto is required to ratify the selection of KPMG for the purposes set forth above. The Audit Committee and the Board recommend that the stockholders vote FOR ratification of the appointment of KPMG. 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.

Independent Registered Public Accounting Firm’s Fees and Services

The following sets forth fees billed for the audit and other services provided by KPMG for fiscal 2008 and fiscal 2007:

Fee Category	Fiscal 2008 Fees		Fiscal 2007 Fees
Audit fees(1)	$	250,500	$	227,000
Audit related fees(2)	$	210,000	$	25,000
All other fees(3)	$	75,070	$	16,000
Total	$	535,570	$	268,000

(1) Audit fees are comprised of annual audit fees, quarterly review fees and consultation fees on accounting issues.

(2) Fees incurred related to the Form S-1 filing of hhgregg, Inc.

(3) Fees associated with documentation of our internal control environment.

All services rendered by KPMG are permissible under applicable laws and regulations regarding the independence of the independent registered public accounting firm, and all such services were pre-approved by the Audit Committee. The Audit Committee Charter requires that the Committee pre-approve the services to be provided by KPMG; the Audit Committee delegated that approval authority to the Chairman of the Audit Committee with respect to all matters other than the annual engagement of the independent registered public accountants.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of KPMG as our independent registered public accountants for fiscal 2009.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent of our common stock (collectively, “Reporting Persons”) to file with the SEC and NYSE initial reports of ownership and reports of changes in ownership of our common stock, and to furnish us with copies of such reports. To our knowledge, which is based solely on a review of the copies of such reports furnished to us and written representations from Reporting Persons that no other reports were required, all Reporting Persons complied with all applicable filing requirements during fiscal 2008.

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STOCKHOLDER PROPOSALS

A stockholder who wants to present a proposal at the 2009 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, Indiana 46240, Attention: Corporate Secretary, on or before February 25, 2009. Applicable SEC rules and regulations govern the submission of stockholder proposals and our consideration of them for inclusion in next year’s proxy statement.

A stockholder who wants to present a proposal at the 2009 annual meeting (but not to include the proposal in our proxy statement) 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 26, 2009, and no later than February 25, 2009. 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, Indiana 46240. Our by-laws are also available on our web site at www.hhgregg.com. Management may vote proxies in its discretion on any matter at the 2009 annual meeting if we do not receive notice of the matter within the time frame described in this paragraph. In addition our Chair or any other person presiding at the meeting may exclude any matter that is not properly presented in accordance with these requirements.

OTHER MATTERS

Management knows of no other matters to be brought before the Annual Meeting. However, if any other matters do properly come before the Annual Meeting, it is intended that the shares represented by the proxies in the accompanying form will be voted in accordance with the best judgment of the person voting the proxies. Whether or not stockholders plan to attend the Annual Meeting, they are respectfully urged to sign, date and return the enclosed proxy which will, of course, be returned to them at the Annual Meeting if they are present and so request.

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Please fold and detach card at perforation before mailing.

hhgregg, Inc.

Proxy

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted “FOR” proposals 1 and 2.

The Board Of Directors recommends a vote “FOR” proposals 1 and 2.

1. Election of the following directors for a term of one year:

(1) Lawrence P. Castellani (4) John M. Roth

(7) Peter M. Starrett

(2) Benjamin D. Geiger (5) Charles P. Rullman (8) Jerry W. Throgmartin

(3) Dennis L. May (6) Michael L. Smith (9) Darell E. Zink

FOR ALL NOMINEES listed above

WITHHOLD AUTHORITY to vote for all nominees listed above

FOR ALL NOMINEES EXCEPT

(Instruction: To withhold authority for one or more nominees, mark “FOR ALL NOMINEES EXCEPT” and write each such nominee’s name on the line below.)

2. The ratification of the appointment of the accounting firm of KPMG, LLP for the Company for the year ending March 31, 2009.

FOR

AGAINST

ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.

(Continued, and to be signed, on other side)

hhgregg

c/o National City Bank

Shareholder Service Operations Locator 5352 P.O. Box 94509 Cleveland, OH 44101-4509

YOUR VOTE IS IMPORTANT

Regardless of whether you plan to attend the Annual Meeting of Stockholders, you can be sure your shares are represented at the meeting by promptly returning your proxy in the enclosed envelope.

Please fold and detach card at perforation before mailing.

hhgregg, Inc.

2008 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Jerry W. Throgmartin and Dennis L. May, and each of them, each with the power to act alone and with full power of substitution and revocation, as attorneys and proxies of the undersigned to attend the 2008 Annual Meeting of Stockholders of hhgregg, Inc. (the “Company”) to be held at our Corporate headquarters, at 4151 E. 96th Street, Indianapolis, IN 46240 on Tuesday, August 5, 2008, commencing at 2:00 p.m., local time, and at all adjournments thereof, and to vote all shares of common stock of hhgregg, Inc. which the undersigned is entitled to vote with respect to the matters on the reverse side, all as set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement, dated June 25, 2008.

Dated: , 2008 Signature

Signature (if held jointly)

Please sign this proxy exactly as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE PREPAID ENVELOPE.