8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 08/18/2009

hhgregg, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-33600

Delaware	20-8819207
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

4151 East 96th Street

Indianapolis, Indiana 46240

(Address of principal executive offices, including zip code)

(317) 848-8710

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into Material Definitive Agreement.

On August 12, 2009, Gregg Appliances, Inc. (“Company”), a wholly owned subsidiary of hhgregg, Inc., entered into an Amendment No. 2 to Employment Agreement (“Second Amendment”) with Dennis L. May. Pursuant to the Second Amendment, effective as of August 5, 2009, Mr. May’s title was changed to President and Chief Executive Officer. The Second Amendment also deleted the deduction from the severance payable to Mr. May if his employment is involuntarily terminated by the Company without cause for any amounts earned by Mr. May from another employer during the period that severance is paid.

On August 12, 2009, the Company also entered into an Amendment No. 3 (“Third Amendment”) to Employment Agreement with Jerry W. Throgmartin to change Mr. Throgmartin’s title to Executive Chairman of the Board of Directors effective August 5, 2009.

The foregoing summary is qualified in its entirety by reference to the complete text of the Amendments, copies of which are filed herewith as Exhibits 10.36 and 10.37 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
10.36	Amendment No. 2 to Employment Agreement dated August 12, 2009 between Gregg Appliances, Inc. and Dennis L. May
10.37	Amendment No. 3 to Employment Agreement dated August 12, 2009 between Gregg Appliances, Inc. and Jerry W. Throgmartin

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 18, 2009		hhgregg, Inc.
	By:	/s/ Jeremy J. Aguilar
		Jeremy J. Aguilar Interim Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.36	Amendment No. 2 to Employment Agreement dated August 12, 2009 between Gregg Appliances, Inc. and Dennis L. May
10.37	Amendment No. 3 to Employment Agreement dated August 12, 2009 between Gregg Appliances, Inc. and Jerry W. Throgmartin

EX-10.36

Exhibit 10.36

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made this 12th day of August, 2009 between Gregg Appliances, Inc., an Indiana corporation (the “Company”), and Dennis L. May (the “Executive”).

WHEREAS, on October 19, 2004, the Company and the Executive entered into an Employment Agreement, which was subsequently amended by Amendment No. 1 to Employment Agreement dated December 30, 2008 (the “Employment Agreement”); and

WHEREAS, the parties wish to amend the Employment Agreement, effective as of August 5, 2009, to change the Executive’s title to President and Chief Executive Officer and to modify certain provisions relating to severance payable to the Executive if his employment is involuntarily terminated by the Company without cause;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby amend the Employment Agreement, effective as of August 5, 2009, as follows:

1. Section 1(a) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

(a) General. The Company hereby employs Executive, and Executive agrees, upon the terms and conditions herein set forth, to serve as the Company’s President and Chief Executive Officer. In such capacity, Executive shall perform such duties as may be delineated in the by-laws of the Company, and such other duties as may be assigned to Executive from time to time by the Company’s Board of Directors. During the Period (as defined in paragraph 2 below), if Executive also serves as a member of the Company’s Board of Directors he shall not be entitled to additional compensation for his service as a member of the Board.

2. Section 4(b)(i) of the Employment Agreement shall be amended by deleting the last three sentences thereof.

3. Except as amended hereby, the terms and conditions of the Employment Agreement shall continue unchanged and remain in full force and effect.

IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment effective as of the date above written.

GREGG APPLIANCES, INC.
By:	/s/ Charlie Young
Name:	Charlie Young
Title:	Chief Human Resources Officer
Dated:	8/12/09
EXECUTIVE
	/s/ Dennis L. May
	Dennis L. May
Dated:	8/12/09

EX-10.37

Exhibit 10.37

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made this 12^th day of August, 2009 between Gregg Appliances, Inc., an Indiana corporation, hhgregg, Inc., a Delaware corporation, and Jerry W. Throgmartin (the “Executive”).

WHEREAS, Gregg Appliances, Inc. and Executive are parties to that certain Employment Agreement dated as of October 19, 2004, as amended pursuant to an Amendment to Employment Agreement dated as of April 12, 2007 between the parties and hhgregg, Inc. and an Amendment No. 2 to Employment Agreement dated December 29, 2008 (the “Employment Agreement”); and

WHEREAS, the parties wish to further amend the Employment Agreement effective as of August 5, 2009 to reflect a change in Executive’s title;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereby amend the Employment Agreement, effective as of August 5, 2009, as follows:

1. Section 1(a) of the Employment Agreement shall be deleted and replaced with the following:

(a) General. The Company hereby employs Executive, and Executive agrees, upon the terms and conditions herein set forth, to serve as the Executive Chairman of the Board of Directors of the Company. In such capacity, Executive shall perform such duties as may be delineated in the by-laws of the Company, and such other duties as may be assigned to Executive from time to time by the Board of Directors of the Company. Executive shall also serve as Executive Chairman of the Board of Directors of hhgregg, Inc. (“hhgregg”), and in such capacity shall perform such duties as may be delineated in the by-laws of hhgregg, and such other duties as may be assigned to Executive from time to time by the Board of Directors of hhgregg.

2. Except as amended hereby, the terms and conditions of the Employment Agreement shall continue unchanged and remain in full force and effect.

IN WITNESS WHEREOF, the Company, hhgregg, Inc. and the Executive have executed this Amendment effective as of the date above written.

GREGG APPLIANCES, INC.
By:	/s/ Charlie Young
Name:	Charlie Young
Title:	Chief Human Resources Officer
Dated:	8/12/09
hhgregg, Inc.
By:	/s/ Charlie Young
Name:	Charlie Young
Title:	Chief Human Resources Officer
Dated:	8/12/09
EXECUTIVE
	/s/ Jerry W. Throgmartin
	Jerry W. Throgmartin
Dated:	8/12/09