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Hhgregg Inc. (NYSE:HGG)

Fifth Annual Meeting of Stockholders

July 31, 2012 2:00 PM ET


Mike Smith – Chairman

Jeremy Aguilar – CFO

Dennis May – President and CEO


Mike Conley


Please go ahead.

Mike Smith

Good afternoon and welcome. My name is Mike Smith, and I am the Chairman of the Board of Directors of Hhgregg Inc. With me at the front of the room is Dennis May, our President and Chief Executive Officer, as well as Jeremy Aguilar, our Chief Financial Officer.

I’ll be presiding this meeting, and Jeremy will serve as our secretary. It is 2:00 p.m. or very near 2:00 p.m. and in accordance with the notice of the meeting, I call to order the Fifth Annual Meeting of Stockholders’ of Hhgregg.

Let me start by reviewing a few of the meeting procedures. There is a registration desk at the door, and we ask that all stockholders and all persons who have brought proxies in person to register and turn in their proxies. If there are any stockholders who have not registered or if there are persons who have brought proxies in person and have not turned them in, please attend to this matter now and as soon as possible so that we will have an accurate count of the number of shares represented at the meeting.

Before proceeding into the business of the meeting I would like to make certain introductions. I would like to introduce the current Directors of the company. The Directors in addition to myself or Larry Castellani, Benjamin Geiger, Catherine Langham, Dennis May, John Roth, Pete Starrett, Gregg Throgmartin, Kathleen Tierney, Gene Zink and Chuck Rullman, who could not be with us today.

I would also like to introduce those officers of the company who are in attendance. Jeremy Aguilar, who I previously introduced, Mike Stout, who is our Chief Administrative Officer, Trent Tailor, Chief Information officer, Charlie Young, our Chief Human Resource Officer and Mike Larimer, our Chief Merchandizing Officer.

Also present with us today is Mr. Paul Coates, a partner with the company’s independent auditors KPMG LLP. Paul will be available to respond to appropriate questions during the Q&A session of today’s meeting.

We’ll now conduct the business portion of our meeting, and vote on the two matters to be considered by the stockholders. Then following the conclusion of the business portion of the meeting, we will be available with a question-and-answer period.

We have two proposals to address today. First, the election of 11 directors, and second to ratify the appointment by the Audit Committee of the Board of Directors of KPMG, as the company’s independent auditors for the fiscal year ending March 13, 2013. These items have been more fully described on our notice of Annual Meeting and proxy statement, a copy of which is made available to all stockholders and is also available at this meeting.

Mrs. Jeanine Simon joins us today from Computershare, our registrar and transfer agent. Jeanine has been appointed as Inspector for the purpose of verifying and tabulating the votes of this Annual Meeting and has taken an oath to execute her duties, which will be filed with the minutes as a part of the record of the meeting.

The Secretary, Jeremy Aguilar has a list of all the stockholders of the company entitled to vote at the meeting. The list is available for your inspection during the meeting and has been made available at the company’s headquarters for the past 10 days. It was prepared by Computershare, and shows each shareholder of record and the number of shares earned by each shareholder on June 08, 2012 which was the record date for this meeting.

This meeting is being held pursuant to the notice of Annual Meeting and notice of internet availability of proxy material that was mailed on or about June 29, 2012 to stockholders of record as of June 08, 2012. A copy of the notice and the affidavit as to the mailing of the notice for the meeting will be filed with the minutes of the meeting.

Well, Secretary please report on the number of shares represented at the meeting either in person or by proxy.

Jeremy Aguilar

Mr. Chairman, as of the close of business from June 08, 2012, there were 36,087,226 shares of common stock of Hhgregg Inc outstanding and entitled to vote at the Annual Meeting. There are present in person to represent it by proxy. 29,039,858 shares of common stock out of the 36,087,226 shares of common stock entitled to vote at the meeting. This represents approximately 80% of the outstanding common stock of the company.

Mike Smith

I hereby declare a quorum is present and on behalf of the Board of Directors of the company, I would like to express my appreciation to all stockholders who returned their proxies. To facilitate the conduct of the meeting, we have asked certain stockholders prior to the meeting that they would propose and second motion for action.

I’d also like to point out that most of you are return proxies, authorized the person’s name in that proxies then film, and Jeremy J Aguilar to vote on all matters coming before the meeting.

Anyone who is voting their shares in person at this meeting must have registered at the door and obtained the ballot that will be used to record those votes. Anyone who owes proxies should identify the stockholder whose proxy is able and the number of shares which they are authorized to vote. If you’ve already voted, and you do not wish to change your vote, it will not be necessary for you to vote again at the meeting.

First, the matter of election of directors. The first order of business is the election of directors to hold office until the next Annual Meeting of stockholders. The board has nominated the following directors to hold office until the next Annual Meeting of the stockholders of the company.

Lawrence Castellani, Benjamin Geiger, Catherine Langham, Dennis May, John Roth, Charles Rullman, Michael Smith, Peter Starrett, Gregg Throgmartin, Kathleen Tierney, and Darell Zink. So, with no additional nominations submitted through the process identified in the company’s bylaws. I therefore declare of the nominations closed.

When voting for the 11 director positions, please remember that for each share of stock, a stockholder can vote up to – up to 11 nominees but only one vote per share can be cast for any nominee. If you wish to vote for less than 11 nominees, you are nevertheless still entitled to cast only one vote per share for the nominee you are voting for. The 11 nominees receiving the most votes will be elected as Directors. A withheld vote will have no effect on balloting.

Our next order of business will be to ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP, as the company’s independent auditors for the fiscal year ending March 31, 2013.

Jeremy Aguilar

Mr. Chairman, I moved the stockholders of Hhgregg Inc vote to elect the directors nominated to hold office until the next Annual Meeting and to ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the company’s independent auditors for the fiscal year ending March 31, 2013.

Dennis May

Mr. Chairman, I second the motion.

Mike Smith

Is there any discussion on these proposals. I declare the polls now open for voting. I suggest that those stockholders holding in person now mark their ballots and retain them. After voting has been completed on all matters on the agenda, the ballots will be collected by the inspectors and counted. If you are voting in person, please hold up your hand so that your ballot can be collected.

The polls are now closed. Will the Secretary please announce the preliminary results of the voting?

Jeremy Aguilar

Mr. Chairman, based on the proxies already received and the ballots collected at the meeting, I have the preliminary report of Inspectors.

With respect to the first item, each of the persons nominated for election as a Director has received a polarity of the votes cast that has been elected.

With respect to the second item, more than majority of the outstanding shares of common stock of the company, have been voted in favor to ratify the appointment of the Audit Committee of KPMG LLP as the company’s independent auditors for fiscal year 2013.

Mike Smith

Thank you. I hereby declare that the votes cast are sufficient to elect the 11 director nominees and ratify the appointment by the Audit Committee of KPMG LLP as the company’s independent auditors for fiscal year 2013.

The Secretary will please call the Inspector’s certificate reporting in the stockholders who vote on each proposal to be filed with the minutes of this meeting. The final voting results will be presented in the company’s current report on Form 8-K which will be filed within four business days following the adjournment of this meeting.

As indicated on our proxy statement, the company’s bylaws require advance notice of any other matters that stockholders want to be acted upon it at this meeting. As we receive no notice of any other such matters, this concludes the business portion of our meeting.

We would now be pleased to open the floor for questions from any of our stockholders. Are there any questions for management?

Question-and-Answer Session

Mike Smith

Yes, sir. Would you please identify yourself please by name?

Mike Conley

I’m Mike too.

Mike Smith

Say it again please.

Mike Conley

Mike Conley.

Mike Smith

Mike, welcome.

Mike Conley

The stock right now is great. But 75% (inaudible) more equalize that and propose to the new swings inside them?

Mike Smith

Let me first acknowledge your Board of Directors has been in the session all day today and at work for months on this issue of volatility in our industry. Rather than me, attempting to answer your question, I would like to ask our Chief Executive Officer to briefly describe our strategy for mitigating that volatility?

Dennis May

Great question. Obviously, we’ve had a lot of volatility in our business, especially around the electronics business, specifically the video business as a whole has been very challenging for the industry as and for Hhgregg. Our primary focus is this holiday selling season in the future is to look to focus in business areas where we can differentiate ourselves. Those videos were important for us.

The company is set out to focus more of this energy around the major appliance business, which we performed quite well around regaining market share matters. So, I would look for the company to continue to look for product categories that were already in, that require home delivery installation and for us to exploit those businesses. But also to look at new product categories that require home delivery and installation that look for a consolidated sales force and also where credit is important piece of that business.

So, (inaudible) to continue to exploit existing businesses to have those attributes but also to work for new categories that have those commonalities, making us less reliant on the volatility of electronics. Albeit electronics will continue to be important to us, looks for gaps in those areas to balance out and create a more stable environment.

Mike Smith

Thank you. Any other questions from anybody in attendance?

Sitting on the chair, would entertain emotions for adjournment.

Dennis May

Mr. Chairman, I move that we adjourn.

Jeremy Aguilar

Mr. Chairman. I second the motion.

Mike Smith

It has been moved and seconded that the meeting be adjourned. All in favor of adjournment say Aye.

Multiple Speakers


Mike Smith

Opposed? No. The motion is carried. Then I declare this meeting adjourned. Thank you for standing.


Ladies and gentlemen, thank you for your participation in today’s conference. This does conclude the program. And you may now disconnect. Everyone, have a good day.

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