United States
Securities and Exchange Commission
Washington, D.C. 20549

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.   )

Filed by the CompanyRegistrant x

File by a party other than the CompanyRegistrant o

Check the appropriate box:
¨xPreliminary proxy statementProxy Statement
¨Confidential, for useUse of the Commission onlyOnly (as permitted by Rule 14a-6(e)(2))
x
¨

Definitive proxy statementProxy Statement
¨Definitive additional materialsAdditional Materials
¨Soliciting material pursuant tounder §240.14a-12
 World Acceptance Corporation
 (Name of Registrant as Specified In Its Charter)
 
 (Name of Person(s) Filing Proxy Statement, if other than the Company)

Payment of Filing Fee (check the appropriate box):
xNo fee required.
¨Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
 1.   Title of each class of securities to which transaction applies:
           
           
 2.Aggregate number of securities to which transaction applies:
           
      
 3.Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the file fee is calculated and state how it was determined):
      
      
 4.Proposed aggregate offering price:value of transaction:
            
             
 5.Total fee paid:
             


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¨Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by the Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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 2.Form, Schedule or Registration Statement No.:   
         
          
 3.Filing Party:   
          
          
 4.Date Filed:   
          





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July 7, 2015, 2017


To the Shareholders of World Acceptance Corporation:

In connection with the Annual Meeting of Shareholders of your Company to be held on August 5, 2015, enclosed is a Notice of the Meeting, a Proxy Statement containing information about the matters to be considered at the Meeting, and a form of proxy relating to those matters.
Also enclosed is the Company’s 2015 Annual Report, which provides information relating to the Company’s activities and operating performance during the most recent fiscal year.
You are cordially invited to attend our 2017 Annual Meeting of Shareholders. The Annual Meeting of Shareholders will be held at 11:00 a.m., local time, on August 30, 2017 at our offices at 108 Frederick Street, Greenville, South Carolina 29607.
The formal notice of Annual Meeting of Shareholders and the Proxy Statement describing the matters that we expect to act upon at the Annual Meeting are enclosed.
Whether or not you attend the Annual Meeting of Shareholders, it is important that your shares be represented and voted at the Annual Meeting of Shareholders. Please signAfter reading the Proxy Statement, please promptly vote and submit your proxy by signing and returning the enclosed proxy card in the enclosed postage-paid return the form of proxy so that yourenvelope. Your shares cancannot be voted in the event thatunless you are unable tosubmit your proxy or attend the Meeting. A postage-paid return envelope for that purpose is provided for your convenience. Your proxy will,Annual Meeting of course, be returned to you if you are present at the Meeting and elect to voteShareholders in person. It may also be revoked in the manner set forth in the Proxy Statement.
The Board of Directors and Management look forward to seeing you at the Annual Meeting.


  Sincerely yours, 
  

janetsiganturea04.jpg
  
Janet Lewis Matricciani
 A.A. McLean III
 Chairman of the Board and Chief Executive Officer


    



WORLD ACCEPTANCE CORPORATION
108 Frederick Street
Greenville, South Carolina 29607
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To our Shareholders:

Notice is hereby given that theWorld Acceptance Corporation will hold its 2017 Annual Meeting of Shareholders of World Acceptance Corporation will be held(the "Annual Meeting") at the Company’s main office11:00 a.m., local time, on August 30, 2017, at our offices at 108 Frederick Street, Greenville, South Carolina 29607. At the Annual Meeting, you will be asked to vote on Wednesday, August 5, 2015 at 11:00 a.m., local time, for the following purposes:matters, which are further described in the attached Proxy Statement:

1.To elect seven (7)six (6) directors to hold office until the next Annual Meetingannual meeting of Shareholders orshareholders and until their successors have been duly elected and qualified; andqualified, or until their earlier death, resignation or removal;

2.To consider and act upon a proposal to ratifyapprove, on an advisory (non-binding) basis, the actioncompensation of the Audit and Compliance Committee in selecting McGladrey LLP as the independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending March 31, 2016; andour named executive officers;

3.To consider and act upondetermine, on an advisory resolution to approve(non-binding) basis, the frequency of future advisory votes on the compensation of theour named executive officers,officers;

4.To approve the World Acceptance Corporation 2017 Stock Incentive Plan;

5.To approve the amendment to our Bylaws to set a minimum and maximum number of directors;

6.To ratify the appointment of RSM US LLP as disclosed in the Proxy Statement;our independent registered public accounting firm; and

4.7.To transact such other business as may properly come before the Annual Meeting or any adjournmentadjournments or adjournmentspostponements thereof.

The Board
Only shareholders of Directors has fixedrecord at the close of business on June 29, 2015 as the record date for determination of shareholders26, 2017 (the "Record Date") are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or any adjournment or adjournmentspostponements thereof.

The Board of Directors ofIt is important that your shares are represented at the Company would appreciateAnnual Meeting. Even if you plan to attend the Annual Meeting, we hope that you will promptly vote and submit your proxy by signing, dating and returning the accompanying form ofenclosed proxy promptly so that, if you are unablecard in the enclosed envelope. This will not limit your right to attend your shares can nevertheless be votedor vote at the Annual Meeting.

YOUR VOTE AND PROMPT RESPONSE IS IMPORTANT. TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN AND MAIL YOUR PROXY PROMPTLY.
  Sincerely yours,
janetsiganturea04.jpg
  
July 7, 2015A.A. McLean IIIJanet Lewis Matricciani
 Chairman of the Board and Chief Executive Officer



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL SHAREHOLDER MEETING TO BE HELD ON AUGUST 5, 2015
The Company’s Proxy Statement, form of proxy card and 2015 Annual Report to Shareholders are also available for review on the Internet at http://www.irinfo.com/wrld/WRLD2015.html.


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WORLD ACCEPTANCE CORPORATION
108 Frederick Street
Greenville, South Carolina 29607

PROXY STATEMENT

The following statement (this “Proxy Statement”), first mailed on or about July 7, 2015,This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”"Board") of World Acceptance Corporation (the “Company”) of proxies to be used at theour 2017 Annual Meeting of Shareholders of the Companyand any adjournments or postponements thereof (the “Meeting”“Annual Meeting”) to. Our Annual Meeting will be held on August 5, 2015, at 11:00 a.m., local time, at the Company’s main officeour principal executive offices at 108 Frederick Street, Greenville, South Carolina 29607, at 11:00 a.m., local time, on August 30, 2017. This Proxy Statement and at any adjournment or adjournments thereof.
A copy of the Company’s 2015 Annual Report is provided with this Proxy Statement. These documents are also available for review on the Internet at http://www.irinfo.com/wrld/WRLD2015.html.
The accompanying form of proxy is for usecard are first being mailed or made available to shareholders on or about July 31 , 2017.
Appointment of Proxy Holders
The Board asks you to appoint Janet Lewis Matricciani and Tara E. Bullock as your proxy holders to vote your shares at the Annual Meeting. You make this appointment by voting the enclosed proxy card using one of the voting methods described below.
If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. In the absence of your direction, they will vote your shares as recommended by the Board.
Unless you otherwise indicate on the proxy card, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this Proxy Statement was printed and which, under our Fifth Amended and Restated Bylaws (the “Bylaws”), may be properly presented for action at the Annual Meeting.
Who Can Vote
Only shareholders who owned shares of our common stock at the close of business on June 26, 2017, the Record Date for the Annual Meeting, can vote at the Annual Meeting. As of the close of business on the Record Date, we had 8,815,550 shares of common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote for each share held as of the Record Date. There is no cumulative voting in the election of directors.
How You Can Vote
You may vote your shares at the Annual Meeting either in person or by mail. Shareholders holding shares through a bank or broker should follow the voting instructions on the form of proxy card received from such bank or broker. Giving a proxy will not affect your right to vote your shares if you attend the Annual Meeting and want to vote in person.
Voting by Mail. You may vote your shares by proxy by signing, dating and returning your proxy card in the enclosed postage-prepaid return envelope.
Voting In Person. You may vote in person at the Annual Meeting. If you hold shares through a bank or broker, you must obtain a proxy, executed in your favor, from the bank or broker to be able to vote at the Annual Meeting. Voting by mail will not limit your right to vote at the Annual Meeting, if a shareholder is unableyou decide to attend in person or plans to attendperson.
If you submit your proxy, but prefers todo not mark your voting preference, the proxy holders will vote by proxy. The proxy may be revokedyour shares as recommended by the shareholderBoard or, if no recommendation is given, in their own discretion.

Revocation of Proxies
You can revoke your proxies at any time before it isthey are exercised in any of three ways:
by voting in person at the Annual Meeting;
by submitting to the Secretary of the Company written notice of revocation to the Corporate Secretary prior to the Annual Meeting; or a
by submitting another properly executed proxy of a later date or by attendingprior to the Meeting and electingAnnual Meeting.


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Proposals to vote in person. All shares represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised, will be voted in the manner specified therein. If no specification is made, such proxies will be voted in favor of:Be Considered

1.The election to the Board of the seven (7) nominees named in this Proxy Statement; andElect six (6) directors;
2.The ratificationApprove, on an advisory basis, the compensation of the Audit and Compliance Committee’s selection of McGladrey LLP as the independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending March 31, 2016; andour named executive officers (say-on-pay)
3.The approvalDetermine, on an advisory basis, the frequency of thefuture advisory resolutionvotes on the compensation of the Company’sour named executive officers (say-on-frequency);
4.Approve the World Acceptance Corporation 2017 Stock Incentive Plan;
5.Approve the amendment to our Bylaws to set a minimum and maximum number of directors; and
6.Ratify the appointment of RSM US LLP as described in this Proxy Statement.our independent registered public accounting firm.

Quorum and Vote Necessary for Action
Quorum. The entire cost of soliciting these proxies will be borne by the Company. In addition to the solicitationpresence of the proxies by mail, the Company will request banks, brokers, and other record holders to send proxies and proxy materials to the beneficial owners of the Company’s common stock, no par value (the “Common Stock”), and secure the beneficial owners’ voting instructions, if necessary. The Company will reimburse them for their reasonable expenses in so doing. If necessary, the Company may use several of its regular employees, who will not be specially compensated, to solicit proxies from shareholders, either personally or by other forms of communication.
Pursuant to the provisions of the South Carolina Business Corporation Act, the Board of Directors has fixed June 29, 2015 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and, accordingly, only holders of record of outstanding shares (the “Shares”) of the Common Stock at the close of business on that date will be entitled to notice of and to vote at the Meeting.
The number of outstanding Shares entitled to vote as of the record date was8,972,398. Each Share is entitled to one vote. In accordance with South Carolina law and the Company’s bylaws, a majority of the outstanding shares of our common stock entitled to vote representedat the Annual Meeting, present in person or represented by proxy, willis necessary to constitute a quorumquorum.

Broker Non-Votes. A broker holding shares in “street name” for purposes ofa beneficial owner has discretion (but is not required) to vote the Meetingclient’s shares with respect to “routine” matters if the client does not provide voting instructions. The broker, however, is not permitted to vote the client’s shares with respect to “non-routine” matters without voting instructions. Proposals 1, 2, 3, 4, and action5 are deemed “non-routine” matters, while Proposal 6 is deemed a “routine” matter under applicable stock exchange rules. A “broker non-vote” occurs when your broker submits a proxy for your shares but does not vote on a particular proposal because the proposals described in the accompanying Notice of Meetingbroker does not have discretionary voting power for that item and this Proxy Statement. Abstentions and brokerhas not received instructions from you. Broker non-votes, (if any)if any, will be counted for purposes of determining a quorum but will not be treated as votes cast and thus will have no effect on the presencevote required for a particular matter. Accordingly, we encourage you to provide voting instructions to your broker, whether or absence of a quorum.not you plan to attend the Annual Meeting.
With regard to
Abstentions and Withheld Votes. If you abstain from voting or withhold your vote on a particular matter, your vote will be counted for purposes of determining whether a quorum is present but will not be treated as cast either for or against that matter.

Required Vote. Assuming a quorum is present at the election of directors, votes may either be cast in favor of or withheld, andAnnual Meeting, directors will be elected (Proposal 1) by a plurality of the votes cast. Votescast by the shares entitled to vote in the election, which means that are withheldthe six director nominees who receive the greatest number of “for” votes will be excluded entirely fromelected. You may vote “for,” “for all except” or “withhold” your vote with respect to the voteelection of directors. Votes indicated as “withheld” and “broker non-votes” will not be deemed cast for nominees and will have no effect on the outcome of the election of directors. Selection of the independent registered public accounting firm will be ratified if more votes are cast in favor of such proposal than are cast against it.election. The non-binding advisory vote on the Company’sfrequency of future advisory votes on compensation of our named executive compensationofficers (Proposal 3) is determined by the affirmative vote of a majority of the votes cast; however, if the proposal is not bindingadopted by the required vote for any one of the time periods presented, the Board will evaluate the votes cast for each time period presented and will consider the time period for which a plurality of the votes were cast to have been recommended by the shareholders. You may vote for “one year,” “two years” or “three years” or “abstain” from voting. All other matters submitted for shareholder approval will require the affirmative vote of the majority of the votes cast with respect to that matter at the Annual Meeting. You may vote “for” or “against” or “abstain” from voting with respect to each of these matters (Proposals 2, 4, 5, and 6). If you hold your shares in street name and fail to instruct your broker or nominee how to vote, a “broker non-vote” on the Company. However, the resolution regarding the Company’s executive compensationProposals 1, 2, 3, 4 and 5 will occur with respect to your shares; however, on Proposal 6, your broker or nominee will, nonetheless, have discretionary authority to vote your shares if it chooses to do so. Abstentions and “broker non-votes” will not be deemed approved on an advisory basis if moreto be votes are cast in favor of the proposal than against it. Accordingly, abstentionsand thus will have no effect on the outcome of any of the Proposals in this Proxy Statement.

Recommendation of the Board of Directors

The Board recommends that you vote:
1.FOR the election of each of the six (6) nominees for director;
2.FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers;
3.For ONE YEAR, on an advisory (non-binding) basis, on the frequency of future advisory votes on the compensation of our named executive officers;
4.FOR the approval of the World Acceptance Corporation 2017 Stock Incentive Plan;
5.FOR the approval of the amendment to our Bylaws to set a minimum and maximum number of directors; and
6.FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm.


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Solicitation of Proxies
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. At this time we have not engaged a proxy solicitor. If we do engage a proxy solicitor we will pay the customary costs associated with such engagement.
Important
Please promptly submit your proxy by signing, dating and returning the enclosed proxy card in the postage-prepaid return envelope, so that your shares can be voted. This will not limit your rights to attend or change your vote at the Annual Meeting.


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PROPOSAL 1 -ELECTION OF DIRECTORS
Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the six director candidates for whom individual biographies are presented below for election at the Annual Meeting.
Unless you select “withhold” on this proposal. Broker non-votes (if any),your proxy card, the proxy holders will vote your shares “FOR” each of the six nominees for director listed below. Although we expect that each of the nominees for director will be available for election, if any vacancy in the slate of nominees occurs, we expect that shares of common stock represented by proxies will be voted for the election of a substitute nominee or nominees recommended by the Nominating and Corporate Governance Committee and approved by the Board. There are no family relationships among the directors, director nominees and executive officers of the Company.
The table below sets forth the names, ages, term in office, committee assignments, and biographical information of the nominees for director. Included with each nominee’s biography is a description of the qualifications, experience, attributes and skills of that nominee that led the Board to conclude that he or she is well qualified to serve as a member of the Board. Our Board has determined that all of the nominees are “independent” within the meaning of The NASDAQ Stock Market LLC (“NASDAQ”) listing standards except for our Chief Executive Officer, Janet Lewis Matricciani.
Required Vote and Recommendation
Assuming the existence of a quorum, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election, which means that the six director nominees who receive the greatest number of “for” votes will be elected. Our Articles of Incorporation provide that cumulative voting is not available in the election of directors. You may vote “for,” “for all except” or “withhold” your vote with respect to the election of directors. Votes indicated as “withheld” and “broker non-votes” will not be counted as votesdeemed cast for nominees and will have no effect on the outcome of the vote on any proposals. Cumulative voting is not permitted under the Company’s articles of incorporation.election.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE FOR DIRECTOR.

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On June 29, 2015, the only class of voting securities the Company had issued and outstanding was its Common Stock. The following table sets forth the names and addresses of, and the numbers and percentages of Shares beneficially owned by, persons known to the Company to beneficially own five percent or more of the outstanding Shares as of June 29, 2015. Except as noted otherwise, each shareholder listed below possesses sole voting and investment (dispositive) power with respect to the Shares listed opposite the shareholder’s name.
Ownership of Shares by Certain Beneficial Owners(1)
Name and Address of Beneficial Owner 
Amount and Nature 
of Beneficial Ownership
 
Percent 
of Class (1)
Thomas W. Smith (2)
Scott J. Vassalluzzo
Prescott General Partners LLC
Prescott Associates L.P.
2220 Butts Road, Suite 320
Boca Raton, Florida 33431
 2,472,223 27.6%
     
Columbia Wanger Asset Management, LLC et al. (3)
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606		 1,108,107 12.4%
     
The Vanguard Group (4)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
 947,284 10.6%
     
BlackRock, Inc. (5)
40 East 52nd Street
New York, New York 10022		 749,844 8.4%

(1)
Ken R. Bramlett, Jr. (Independent)
Director Since: 1993
Age: 57
Committees:
Audit and Compliance
Compensation and Stock Option (Chair)
Although
Mr. Bramlett has served as Chairman of the amounts of shares beneficially ownedBoard since September 2015. He has been a private investor since 2010. Previously, he served as senior vice president and other informationgeneral counsel for COMSYS IT Partners, Inc., a public company, which operated in the table is derivedinformation technology services industry, from sources describedJanuary 1, 2006 until it was sold in April 2010. In 2005, Mr. Bramlett was a partner with Kennedy Covington Lobdell & Hickman, LLP, a Charlotte, North Carolina law firm. From 1996 to 2004, Mr. Bramlett served in a number of capacities for Venturi Partners, Inc., (formerly known as Personnel Group of America, Inc.), an information technology and personnel staffing services company, including general counsel and on two separate occasions chief financial officer. He also served as a director of that company from August 1997 to January 2001. Prior to October 1996, Mr. Bramlett was an attorney with Robinson, Bradshaw & Hinson, P.A., a Charlotte, North Carolina law firm, for 12 years. Mr. Bramlett holds a Bachelor of Arts Degree in Philosophy from Wake Forest University and a Juris Doctor (Law) Degree from the University of North Carolina at Chapel Hill.
Mr. Bramlett has served since 2011 as a director and since March 2017 as chair of the board of directors of A Brand Company, LLC (fka Bluegrass Ltd.), a promotional marketing firm headquartered in Charlotte, North Carolina. Mr. Bramlett served from 1995 to 2015 on the board of directors of Charlotte Wine & Food Weekend, Inc., including service as chair in 2005 and 2006.
The Board believes that Mr. Bramlett provides the Board with (a) leadership experience from having served in various executive management positions for public companies in the footnotes below, the percent of classstaffing services and information is derived by calculating the reported amountstechnology consulting industries, including chief financial officer, chief corporate development officer, general counsel, chief human resources officer and chief investor relations officer, (b) finance experience from having served twice as chief financial officer for Venturi Partners, (c) legal experience in general corporate matters, securities and corporate finance, mergers and acquisitions and litigation management from both private practice and service as in-house counsel, (d) risk management experience from his service as risk manager for Venturi Partners and COMSYS IT Partners and (e) corporate governance and executive compensation experience from working with public company boards as an officer and serving as a percent of the 8,972,398 shares outstanding as of June 29, 2015.public company board member.

(2)
James R. Gilreath (Independent)
Director Since: 1989
Age: 75
Committees:
Nominating and Corporate Governance (Chair)
Based on an amended Schedule 13D/A filed on November 5, 2014
Mr. Gilreath has been practicing law in Greenville, South Carolina since 1968 and subsequent Form 4 filings.has his own firm, The Gilreath Law Firm, P.A. During this time, Mr. Gilreath has been involved in numerous complex business cases regarding matters facing a diverse range of companies. Mr. Gilreath holds a Bachelor of Science Degree in Accounting and a Juris Doctor (Law) Degree from the University of South Carolina, and a Master of Law Degree in Taxation from the New York University School of Law. Mr. Gilreath is admitted to practice in all federal and state courts in both South Carolina and North Carolina and numerous other federal courts including the United States Supreme Court, where he has appeared as counsel in two cases. The Board believes that Mr. Gilreath contributes extensive legal experience to the Board.

Name Shared Voting and Dispositive Power Sole Voting and Dispositive Power No Voting and Shared Dispositive Power Total
Scott J. Vassalluzzo 58,677 31,788 36,000 126,465
Thomas W. Smith 142,627 510,000 — 652,627
Prescott Associates L.P. 1,256,051 — — 1,256,051
Prescott General Partners LLC 1,785,158 — — 1,785,158
In their capacities as managing members of the Prescott General Partners LLC (the "Partnership"), Messrs. Vassalluzzo and Smith also may be deemed to beneficially own the shares beneficially owned by the Partnership.
(3)Janet Lewis Matricciani
Director Since: 2015
Age: 49
Committees: None
Based
Ms. Matricciani is the Company’s President and Chief Executive Officer. She joined the Company in January 2014 as its President and Chief Operating Officer, was appointed to the Board in June 2015 and became Chief Executive Officer in October 2015. From 2010 to 2013, Ms. Matricciani served as the Chief Executive Officer of Antenna International, a leading creator of handheld audio, multimedia and virtual tours for museums, cultural and historic sites, and tourist attractions.  From 2008 to 2010, Ms. Matricciani served as senior vice president of corporate development for K12 Inc., a technology-based education company. From 2005 to 2007, Ms. Matricciani served as executive vice president for Countrywide Financial Corporation. From 2001 to 2005, Ms. Matricciani served in various executive-level roles for Capital One Financial Corporation. Earlier in her career, Ms. Matricciani worked as a consultant for McKinsey & Company, and Monitor Company. Ms. Matricciani holds Bachelor of Arts and Master of Arts Degrees in Engineering from Trinity College at Cambridge University and a Master of Business Administration Degree from the Wharton School of Business at the University of Pennsylvania. She has served on an amended Schedule 13G/A filed February 11, 2015. Columbia Wanger Asset Management, LLC reported sole voting power over 1,083,087the board of directors of the American Financial Services Association Independents Section since 2014, the American Financial Services Association since 2015, and sole dispositive power over 1,108,107 shares.of Artisphere since 2016. The Board believes that Ms. Matricciani provides the Board with leadership and financial experience from her extensive service in executive management and financial positions throughout her career.






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(4)
Scott J. Vassalluzzo (Independent)
Director Since: 2011
Age: 45
Committees:
Compensation and Stock Option
Nominating and Corporate Governance
Based
Mr. Vassalluzzo is a managing Member of Prescott General Partners LLC (“PGP”), an investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”). PGP serves as the general partner of three private investment limited partnerships, including Prescott Associates L.P. (together, the “Prescott Partnerships”). Mr. Vassalluzzo joined the Prescott Organization in 1998 as an equity analyst, became a general partner of the Prescott Partnerships in 2000, and transitioned to Managing Member of PGP following Prescott’s reorganization in January 2012. Prior to 1998, Mr. Vassalluzzo worked in public accounting at Coopers & Lybrand (now PricewaterhouseCoopers LLP). The Prescott Partnerships have been shareholders of the Company for 24 years. Mr. Vassalluzzo holds a Bachelor of Science Degree in Accounting from Pennsylvania State University and a Master of Business Administration Degree from Columbia University.
Mr. Vassalluzzo has served since 2007 on the board of directors of Credit Acceptance Corporation, including serving as the chair of its compensation committee and as a member of its audit committee, and he has served since 2015 on the board of directors of Cimpress, NV, including serving as chairman of its compensation committee.
The Board believes that Mr. Vassalluzzo provides the Board with (a) leadership experience from his service as the Managing Member of PGP and General Partner of the Prescott Partnership since 2012, (b) finance experience from his work in public accounting at Coopers & Lybrand, (c) risk management experience from his service on the board of Credit Acceptance Corporation and his experience as an amended Schedule 13G/A filed February 10, 2015. The Vanguard Group reported sole voting power over 12,201 shares, sole dispositive power over 935,683 shares,investor who regularly analyzes public companies and shared dispositive power over 11,601 shares.(d) corporate governance experience from his service on the board of Credit Acceptance Corporation.

(5)
Charles D. Way (Independent)
Director Since: 1991
Age: 64
Committees:
Audit and Compliance (chair)
Compensation and Stock Option
Based on
Mr. Way is currently a private investor following an amended Schedule 13G/A filed January 23, 2015. BlackRock,extensive career at Ryan’s Restaurant Group, Inc. reported sole voting power over 729,330 shares, a publicly traded restaurant company that was acquired by Buffets, Inc. in 2006. While at Ryan’s, he served as Chief Executive Officer from 1989 to 2006, President from 1988 to 2004, Executive Vice President from 1986 to 1988, Vice President and sole dispositive power over 749,844 shares.Chief Financial Officer from 1981 to 1986, Treasurer and Secretary from 1981 to 1988 and Controller from 1979 to 1981. He also served as a director of Ryan’s from 1981 to 2006 and as chairman of Ryan’s board of directors from 1992 to 2006. He holds a Bachelor of Science Degree in Accounting from Clemson University. The Board believes that Mr. Way contributes extensive public company leadership and finance experience to the Board from his long career at Ryan’s Restaurant Group, Inc.

PROPOSAL I -ELECTION OF DIRECTORS
Darrell E. Whitaker (Independent)
Director Since: 2008
Age: 59
Committees:
Audit and Compliance
Nominating and Corporate Governance
Mr. Whitaker has been the President and Chief Operating Officer of IMI Resort Holdings, Inc. since 2004. Before joining IMI, Mr. Whitaker served as the Chief Operating Officer and Vice President of Finance and Corporate Secretary of The Cliffs Communities, Inc., a developer of high end resort communities. He joined The Cliffs Communities, Inc. in July 1998 as Chief Financial Officer, a position he held until becoming Chief Operating Officer in August 2001. In addition, he has held executive management positions with other publicly traded companies, such as Ryan’s Family Steak House, Inc., Baby Superstores, Inc., and Food Lion, Inc. Mr. Whitaker is also a CPA licensed in the State of South Carolina. He holds a Bachelor of Science Degree in Business Administration from the University of South Carolina. The Board believes that Mr. Whitaker provides the Board with leadership and finance experience from his current position with IMI Resort Holdings, Inc. and his prior experience with The Cliffs Communities, Inc., Ryan’s Restaurant Group, Inc. and Baby Superstores, Inc.


CORPORATE GOVERNANCE
Corporate Governance Policy
We believe that good corporate governance practices are essential to our core values of ethical business, service of shareholders’ interests and good corporate citizenship. The Company’s bylaws provide for seven directors. The Company’s Board consistedhas adopted a Corporate Governance Policy in furtherance of seven directors untilthose goals and to promote the unexpected death of director William S. Hummers, III, on August 13, 2013, shortly in advanceeffective functioning of the Board and its committees and to ensure a common understanding among individual directors and management concerning the operation of the Board and its committees.
Code of Business Conduct and Ethics
The Company has also adopted a written Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all directors, employees and officers of the Company, including our Chief Executive Officer (our principal executive officer) and our Vice President and Chief Financial Officer (our principal financial and accounting officer). The Code of Ethics has been incorporated by reference as an exhibit to the Company’s 2013 Annual Meeting held August 29, 2013. AtReport on Form 10-K for the year ended March 31, 2017.

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Insider Trading Policy
We maintain an Insider Trading Policy that prohibits our directors, officers and employees from purchasing or selling our common stock or other securities while being aware of material, non-public information about the Company. It also prohibits the disclosure of such information to others who may trade in securities of the Company. Our Insider Trading Policy also prohibits our directors, officers and employees from engaging in hedging activities or other short-term or speculative transactions in the Company’s securities such as short sales, puts, calls or any similar transaction involving the Company’s securities. In addition, our directors, officers and employees must obtain pre-clearance from our Chief Financial Officer before placing Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.
Availability of Policies and Board Committee Charters
Copies of our Corporate Governance Policy, Code of Ethics, Insider Trading Policy and the charters of the Audit and Compliance Committee, Compensation and Stock Option Committee, and Nominating and Corporate Governance Committee of the Board are all available on our website at www.worldacceptance.com (by clicking the “About Us,” then “Investor Relations,” and then “Corporate Governance Documents” tabs) and to any shareholder who requests a copy by writing to the Company’s Corporate Secretary at P.O. Box 6429, Greenville, South Carolina 29606. References to our website throughout this Proxy Statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this Proxy Statement or the accompanying materials.
Director Independence
Our Corporate Governance Policy requires that a majority of our directors be independent directors in accordance with NASDAQ listing standards. The Board has determined that five of its six current members, Ken R. Bramlett, Jr., James R. Gilreath, Scott Vassalluzzo, Charles D. Way and Darrell E. Whitaker, are independent within the meaning of the NASDAQ rules. Janet Lewis Matricciani is not independent under NASDAQ rules because she serves as our Chief Executive Officer.
Board Leadership
Our Board of Directors is committed to strong, independent leadership and believes that objective oversight of management performance is a critical aspect of effective corporate governance. Our Corporate Governance Policy provides that the Board should have flexibility to decide whether it is best for the Company at any particular point in time for the roles of the Chief Executive Officer and the Chairman of the Board to be separate or combined, and, if separate, whether the Chairman of the Board should be selected from the independent directors or be an employee. Whenever the Chairman is not an independent director, the independent directors may select from among themselves a Presiding Independent Director. If no selection is made, the Chairman of the Nominating and Corporate Governance Committee (the “Nominating Committee”) andis the Presiding Independent Director.

Currently, the positions of Chairman of the Board elected not to propose a substitute nominee for Mr. Hummers, but instead to take more time to consider its options for identifying and possibly naming a successor to replace Mr. Hummers.Effective June 10, 2015, upon the recommendation of the Nominating Committee, the Board of Directors appointedChief Executive Officer are held by separate individuals, with Ken R. Bramlett, Jr., an independent director, serving as Chairman and Janet Lewis Matricciani serving as a director and nominee to stand for election at the Meeting. Ms. Matricciani is the Company’s current Chief Operating Officer and, as previously disclosed, the anticipated successor to Mr. A. Alexander McLean, III, who will be retiring asour Chief Executive Officer and a director of the Company effective September 30, 2015. Accordingly,Company. The Chief Executive Officer establishes the Board of Directors, uponcorporate direction and strategy, and is responsible for the recommendationday-to-day leadership and performance of the

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Nominating Committee, has nominated Company, while the seven director candidates for whom individual biographies are presented below. It is intended that the persons named in the accompanying proxy will vote only for the seven nominees for director named on the following pages, exceptChairman provides guidance to the extent authority to so vote is withheld with respect to one or more nominees. Each director will be elected to serve untilChief Executive Officer, sets the next Annual Meeting of Shareholders or until a successor is elected and qualified. Directors will be elected by a plurality of the votes cast.

Although the Board does not expect that any of the nominees named will be unavailableagenda for election, in the event of a vacancy in the slate of nominees occasioned by death or any other unexpected occurrence, it is intended that Shares represented by proxies in the accompanying form will be voted for the election of a substitute nominee selected by the Nominating Committee.
The Board of Directors held four meetings during fiscal 2015 and one thus far in fiscal 2016. In addition, the Board of Directors took a number of actions by written consent during fiscal 2015. Each director attended all meetings of the Board of Directors and allpresides over meetings of each committeethe full Board. The Board reserves for its action certain material, key strategic, or related matters, and notes matters of Company action on which he served. Thethe Board typically schedules a meeting in conjunction with the Company’s Annual Meeting of Shareholders and expects that all directors will attendis to be kept informed. We believe this year’s Meeting absent a schedule conflict or other valid reason. Allstructure promotes active participation of the independent directors attendedand strengthens the Company’s 2014 Annual Meeting.
Director Qualifications and Experience
Below are the key experience, qualifications, and skills that the Company believes are important to be reflected in the Board’s composition. The individual directors’ experiences, qualifications and skills (including one or more of the key attributes described below) that the Board considered in their nomination or re-nomination are included in their individual biographies.
Leadership experience. Directors with experience in significant leadership positions over an extended period, especially CEO or other C-level positions, provide the Company with special insights. These people generally possess strong leadership qualities and the ability to identify and develop those qualities in others. They also demonstrate practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.
Finance experience. An understanding of finance and financial reporting processes is important. The Company measures its operating and strategic performances primarily by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to the Company’s success. The Nominating Committee seeks to have a number of directors who qualify as audit committee financial experts, as well as an entire Board composed of financially literate directors.
Risk management oversight experience. The Nominating Committee believes risk management oversight is critical to the Board’s role in overseeing the risks facing the Company.
Corporate governance experience. The Nominating Committee believes directors with corporate governance experience support the goals of a strong Board and management accountability, transparency and promotion of shareholders interests.
Legal experience. The Nominating Committee believes legal experience is valuable to the Board’s oversight of the Company’s legal and regulatory compliance.
General business experience. The Nominating Committee believes general business experience, as well as practical experience, is valuable to an understanding of the Company’s business goals and strategies and helps to ensure the well-roundedness of the Board.

Below is information regarding the background and qualifications of the nominees for election to the Board of Directors. None of the following nominees or current directors is related (as first cousin or closer) by blood, marriage, or adoption to any other nominee, director, or person who may be deemed to be an executive officer of the Company.
The Board unanimously recommends a vote FOR the election of these nominees for Director.
A. Alexander McLean, III (64), Chairman of the Board of Directorsin fulfilling its oversight responsibility and Chief Executive Officer, World Acceptance, Director since June 1989.

Mr. McLean has served as Chairman offiduciary duties to our shareholders while recognizing the Board since August 2007 and as Chief Executive Officer since March 2006, as executive vice president from August 1996 to March 2006, as senior vice president from 1992 to August 1996, as vice president from 1989 to 1992, and as chief financial officer from June 1989 to March 2006.

Education –Bachelor of Science – Economics, Davidson College
Masters in Accounting, University of South Carolina

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Director Qualifications
Leadership experience – current Chief Executive Officer of World Acceptance Corporation
Finance experience – former chief financial officer of World Acceptance Corporation, former chief financial officer of a community federal savings bank, and former controller of a community federal savings bank

Directorships within past five years
Independence National Bank, May 2008 - July 2014
Board of Trustees, United Way of Greenville County, February 2009 - February 2015
YMCA Endowment, since February 2006
Cancer Society of Greenville County, since January 2009
American Financial Services Association, since March 2006 (Chairman Oct. 2009 – Oct. 2010)
National Installment Lenders Association, since December 2008
AFSA Education Foundation, since March 2010
Mountain Retreat Association, Montreat Conference Center, since November 2012
Poinsett Club, since February 2013
Upstate Carolina Angel Network, since June 2012

James R. Gilreath (73), Attorney, The Gilreath Law Firm, P.A., Director since April 1989.

Mr. Gilreath has practiced law in Greenville, South Carolina since 1968.

Education –Bachelor of Science – Accounting, University of South Carolina
Juris Doctor in Law, University of South Carolina
Masters of Law in Taxation, New York University School of Law

Director Qualifications
Legal experience – practicing attorney in Greenville, South Carolina for over 42 years. During this time has been involved in numerous complex business cases regarding matters facing a diverse range of companies.

Directorships within past five years
None

Charles D. Way (62), Private Investor, Director since September 1991.

From 1989 until 2006, Mr. Way served as chief executive officer of Ryan’s Restaurant Group, Inc., a publicly traded company. From 1988 to 2004, Mr. Way served as president of Ryan’s Family Steak House, Inc.

Education –Bachelor of Science – Accounting, Clemson University

Director Qualifications
Leadership experience – former president, chief executive officer and director of Ryan’s Restaurant Group, Inc.
Finance experience – former vice president - finance and chief financial officer of Ryan’s Restaurant Group, Inc.

Directorships within past five years
None

Ken R. Bramlett, Jr. (55), Private Investor, Director since October 1993.

Mr. Bramlett served as senior vice president and general counsel for COMSYS IT Partners, Inc. a public information technology services company from January 1, 2006 until it was sold in April 2010. From 2005 to 2006, Mr. Bramlett was a partner with Kennedy Covington Lobdell & Hickman, LLP, a Charlotte, North Carolina law firm. From 1996 to 2004, Mr. Bramlett served as senior vice president and general counsel of Venturi Partners, Inc., (formerly known as Personnel Group of America, Inc.), an information technology and personnel staffing services company. Mr. Bramlett also served as chief financial officer of Venturi from October 1999 to January 2001, and as a director of that company from August 1997 to January 2001. Prior to October 1996, Mr. Bramlett was an attorney with Robinson, Bradshaw & Hinson, P.A., a Charlotte, North Carolina law firm, for 12 years.

Education –Bachelor of Arts – Philosophy, Wake Forest University
Juris Doctor in Law, University of North Carolina – Chapel Hill

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Director Qualifications
Leadership experience – served in various executiveday-to-day management positions for public companies in the staffing services and information technology consulting industries, including chief financial officer, chief corporate development officer, general counsel, chief human resources officer and chief investor relations officer
Finance experience – two stints as chief financial officer for Venturi Partners, first in late 1996 and early 1997 and again in late 1999 and 2000
Legal experience – diverse legal experience both in private practice and as in-house counsel, including general corporate, securities and corporate finance, mergers and acquisitions and litigation management
Risk management experience – former risk manager for Venturi Partners and COMSYS IT Partners
Corporate governance experience – experienced in working with public company boards as an officer and serving as a public company board member; also has extensive executive compensation experience
Directorships held in the past five years
Current –
A Brand Company, LLC (fka Bluegrass Ltd) (July 2011 to present), a Charlotte, North Carolina promotional marketing firm

Former –
Raptor Networks Technology, Inc. (2005 – March 2011) – Chairman of Compensation Committee and Governance Committee
Charlotte Wine & Food Weekend, Inc. (1995 - January 2015, Chairman in 2005 and 2006)
Carmel Country Club, Inc., a Charlotte, North Carolina country club (2011 to 2014)

Scott J. Vassalluzzo (43); Managing Member, Prescott General Partners LLC, Director since August 2011.

Mr. Vassalluzzo is a managing Member of Prescott General Partners LLC (“PGP”), an investment adviser registered with the U.S. Securities and Exchange Commission. PGP serves as the general partner of three private investment limited partnerships, including Prescott Associates L.P. (together, the “Prescott Partnerships”). Mr. Vassalluzzo joined the Prescott Organization in1998 as an equity analyst, became a general partner of the Prescott Partnerships in 2000, and transitioned to Managing Member of PGP following Prescott’s reorganization in January 2012. Prior to 1998, Mr. Vassalluzzo worked in public accounting at Coopers & Lybrand (now PricewaterhouseCoopers LLP). The Prescott Partnerships have been shareholdersdirection of the Company for 22 years. Mr. Vassalluzzo, through his association with the Prescott Partnerships, combined with shares beneficially owned for his own account, may be deemed to beneficially own approximately 19.8% of the Company’s shares.

Education –    Bachelor of Science – Accounting, The Pennsylvania State University
MBA, Columbia University
Director Qualifications
Leadership experience – Managing Member of PGP & General Partner of The Prescott Partnerships since 2007
Finance experience – worked in public accounting at Coopers & Lybrand (now PricewaterhouseCoopers LLP). Certified public accountant, originally licensed in Pennsylvania
Risk Management – serves on the board of Credit Acceptance Corp. He is an investor that analyzes public companies on a regular basis
Corporate governance experience – serves on the board of Credit Acceptance Corp.

Directorships within past five years
Credit Acceptance Corporation since March 2007 – Audit Committee and Chairman of Compensation Committee
Cimpress, NV since 2015 - Chairman of Compensation Committee


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Darrell E. Whitaker (57), President and Chief Operating Officer of IMI Resort Holdings, Inc., Director since May 2008.

Before joining IMI Resort Holdings, Inc. in January of 2004, Mr. Whitaker served as the Chief Operating Officer and Vice President of Finance and Corporate Secretary of The Cliffs Communities, Inc., a developer of high end resort communities. He joined the Cliffs Communities, Inc. in July 1998 as Chief Financial Officer, a position he held until becoming Chief Operating Officer in August 2001. In addition, he has held executive management positions with other publicly traded companies, such as Ryan’s Family Steak House, Inc., Baby Superstores, Inc., and Food Lion, Inc. Mr. Whitaker is also a CPA licensed in the State of South Carolina.

Education –Bachelor of Science – Business Administration, University of South Carolina

Director Qualifications
Leadership experience – currently President and Chief Operating Officer of IMI Resort Holdings, Inc.
Finance experience – former chief financial officer and vice president of finance for The Cliffs Communities, Inc. Mr. Whitaker also served as director of internal audit for Ryan’s Family Steak House from 1987 to 1995 and director of internal audit for Baby Superstores, Inc. from 1995 to 1997

Directorships within past five years
None

Janet Lewis Matricciani (47), Chief Operating Officer, World Acceptance.
Ms. Matricciani has served as Chief Operating Officer since January 2014.  From 2010 to 2013, Ms. Matricciani served asby the Chief Executive Officer of Antenna International, a leading creator of handheld audio, multimediaOfficer. This structure facilitates efficient management oversight and virtual tours for museums, cultural and historic sites, and tourist attractions.  From 2008 to 2010, Ms. Matricciani served as senior vice president of corporate development for K12 Inc, a technology-based education company. From 2005 to 2007, Ms. Matricciani served as executive vice president for Countrywide Financial Corporation. From 2001 to 2005, Ms. Matricciani served in various executive-level roles for Capital One Financial Corporation. Earlier in her career, Ms. Matricciani has worked as a consultant for McKinsey & Company, and Monitor Company.
Education -    Bachelor of Arts & Master of Arts, Engineering, Trinity College, Cambridge University;
MBA, Wharton School of Business

Director Qualifications
Leadership experience - served in various executive management positions for public and private companies, including Chief Executive Officer
Finance experience - in various executive-level roles at financial services companies (Capital One, Countrywide Financial Corporation)

Directorships within past five years
American Financial Services Association Independents Section since 2014

Board Leadership
The Board of Directors is committed to the highest standards of corporate governance. The Board of Directors has determined that it is in the best interest of the Company and its shareholders for both the positions of Chairman and Chief Executive Officer to be held by A. Alexander McLean, III until Mr. McLeans's retirement effective September 30, 2015. The Company’s corporate governance policy allowsenables the Board to evaluate regularly whether the Company is best served at any particular time by having the Chief Executive Officer or another director hold the position of Chairman. The Board of Directors believes that Mr. McLean has been best situated to serve as the Chairman because his extensive experience with and knowledge of the Company and industry, gained through more than 20 years of service with the Company (including in his roles as Chief Financial Officer and most recently as the Chief Executive Officer), have best positioned and enabled him to lead the Board in setting the strategic focus and objectives of the Company and identifying and overseeing the primary risks and challenges to achieving the Company’s objectives. In addition, he has presided over the Company during several years of strong growth and profitability. Upon Mr. McLean’s retirement, the Board has determined that Mr. Ken Bramlett, the Company’s current lead independent director, will assume the role of Chairman of the Board. Until Mr. Bramlett assumes the role of Chairman,effectively meet its governance duties. For these reasons, the Board believes that his role as leadour current leadership structure is appropriate for us at this time.
Executive Sessions of Independent Directors
Consistent with our Corporate Governance Policy, independent director, which includes presidingdirectors meet without management present at regularly scheduled and ad hoc executive sessions. Executive sessions are held after each regularly scheduled Board meeting and are presided over executive sessionsby the Chairman of the Company’s independent directors, providesBoard.

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effective leadership and guidance to the Company’s independent directors in exercising appropriate oversight and accountability of management.
Board Risk Oversight

The Board of Directors is responsible for overseeing the Company’s risk profile and management’s processes for assessing and managing risk. The Board overseesand its committees take an active role in overseeing the assessment and management of our risks. The Board believes an effective risk management system will (1) timely identify the material risks boththat we face, (2) ensure communication of necessary information with respect to material risks to senior executives and, as a fullappropriate, to the Board or relevant committees, (3) facilitate implementation of appropriate and responsive risk management strategies consistent with our risk profile, and (4) integrate risk management into our decision-making. The Board and through its committees. committees regularly receive information regarding our financial position, capital structure, operations, strategy, compensation, compliance activities, and risk management from senior management. During its review of such information, the Board and its committees discuss, review, and analyze risks associated with each area, as applicable.

Certain importantsignificant categories of risk are assigned to designated Board committees (which are comprised solely of independent directors), which report back to the full Board. The Board of Directors is regularly informed about the activities of its committees through committee reports and other communications. In general,
the full Board oversees risks involving the capital structure of the enterprise, including borrowing, liquidity, allocation of capital and major capital transactions and expenditures, and the strength of the finance function; and
the Audit and Compliance Committee oversees risks related to financial controls and internal audit, legal, regulatory and compliance risks, and the overall risk management governance structure and risk management function; and
the Compensation and Stock Option Committee oversees the risks associated with our compensation plans and arrangements, including risks related to recruiting, retention, and attrition and oversees our compensation programs so that they do not incentivize excessive risk-taking.risk-taking as described in more detail below under “Corporate Governance-Committees of the Board-Compensation and Stock Option Committee;” and

the Nominating and Corporate Governance Committee oversees risks associated with our overall governance practices and the leadership structure of our Board of Directors.
In performing their oversight responsibilities, the Board and its committees review policies and guidelines that senior management uses to manage the Company’s exposure to material categories of risk. In addition, the Board and its committees review the performance and functioning of the Company’s overall risk management function and senior management’s establishment of appropriate systems for managing legislative and regulatory risk, credit/counterparty risk, market risk, interest rate risk and asset/liability matching risk, insurance risk, liquidity risk, operational risk and reputational risk. The Board believes the leadership structure described above appropriately supports administration of the risk oversight function.
DuringCommittees of the Board
The Board has a standing Audit and Compliance Committee, Compensation and Stock Option Committee, and Nominating and Corporate Governance Committee. The following table shows the membership of each of these committees during fiscal 2015,year 2017.
Director NameAudit and ComplianceCompensation and Stock OptionNominating and Corporate Governance
Ken R. Bramlett, Jr.MemberChair
James R. GilreathChair
Janet Lewis Matricciani
Scott J. VassalluzzoMemberMember
Charles D. WayChairMember
Darrell E. WhitakerMemberMember

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Audit and Compliance Committee
The Audit and Compliance Committee was established in accordance with Section 3(a)(58)(A) of the fullSecurities Exchange Act of 1934, as amended (the “Exchange Act”) and is appointed to assist the Board received communications onin discharging its oversight responsibilities relating to (i) the most important strategic issuesCompany’s accounting, auditing, and risks facingfinancial reporting processes generally, including the Company.performance and independence of the independent registered public accounting firm and the audits of the Company’s financial statements, (ii) the Company’s systems of internal controls regarding finance and accounting, (iii) the establishment and administration of the Company’s Compliance Management System (“CMS”), which is designed to ensure compliance with applicable consumer financial laws and address and prevent associated risk of harm to consumers, and (iv) the Company’s risk management and compliance with legal and regulatory requirements. The Audit and Compliance Committee has ultimate authority and responsibility to select, evaluate and, where appropriate, replace the Company’s independent registered public accounting firm. The Audit and Compliance Committee alsoreviews and considers any “related person” transactions, within the meaning of Item 404(a) of Regulation S-K of the SEC, as well as any matters regarding the Company’s outside directors which the Audit and Compliance Committee believes may present a conflict of interest or potentially impair the independence of one or more of the Company’s outside directors. The Audit and Compliance Committee carries out all other tasks and responsibilities as more fully described in its charter.
The Board has determined, in accordance with NASDAQ listing standards for audit committee members, that each member of the Audit and Compliance Committee is an independent director. In addition, the Board has determined that each member of the Audit and its committees receive regular reports fromCompliance Committee meets the independence requirements for audit committee members under the Exchange Act. The Board has also determined that each current member of the Audit and Compliance Committee, Messrs. Way, Bramlett, and Whitaker, is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Audit and Compliance Committee met seven times during fiscal year 2017, which included quarterly conference call meetings with management and the Company’s Chief Executive Officer or other senior managersindependent registered public accounting firm to review interim financial information prior to its public release. Additional information regarding compliance with applicable risk-related policies, proceduresthe Audit and limits. The Board believes that this leadership structure appropriately supports the risk oversight function. As indicated above, certain important categoriesCompliance Committee is set forth below under “Proposal 6 - Ratification of risk are assigned to committees that review, evaluateAppointment of Independent Registered Public Accounting Firm.”
Compensation and receive management reports on risk.Stock Option Committee
The Compensation and Stock Option Committee (the "Compensation Committee") monitorsis appointed to assist the risks associatedBoard in discharging its responsibilities relating to (i) compensation of the Company’s non-employee directors and officers and (ii) the granting of stock options and other forms of equity compensation under the Company’s equity compensation plans. The Committee has overall responsibility for approving and evaluating the non-employee director and officer compensation plans, policies and programs of the Company and for formulating, revising and administering the Company’s equity compensation plans. The Committee administers the Company’s 2002, 2005, 2008 and 2011 Stock Option Plans. The Board has determined, in accordance with NASDAQ listing standards, that each member of the Compensation and Stock Option Committee is (i) an independent director in accordance with the Company’s executiveindependence requirements for compensation program, as well as the componentscommittee members under NASDAQ listing standards; (ii) an “outside director” under Section 162(m) of the programInternal Revenue Code of 1986, as amended (the “Code”); and individual(iii) a “non-employee director” under applicable SEC regulations.

The Compensation and Stock Option Committee reviews and considers the appropriateness of the Company’s compensation decisions, on an ongoing basis.policies and practices as they relate to risk management and risk-taking initiatives. As part of itsthis assessment, the Compensation and Stock Option Committee discusses the following:
whether the current compensation program is achieving the short-term and long-term objectives that the Compensation and Stock Option Committee intended the program to achieve;
whether there are or have been unintended consequences associated with the Company’s executive compensation program;
whether the components of the compensation program encourage or mitigate excessive risk-taking;
whether the Company’s general risk management controls serve to preclude decision-makers from taking excessive risk in order to achieve incentives; and
whether the balance between short-term and long-term incentives is appropriate to retain highly qualified individuals.

Director Independence
The Board of Directors has determined that a majority of its current members, specifically, Mr. James R. Gilreath, Mr. Charles D. Way, Mr. Ken R. Bramlett, Jr., Mr. Scott Vassalluzzo and Mr. Darrell E. Whitaker, are independent within the meaning of the independence requirements of NASDAQ. Mr. A. Alexander McLean III, Chairman and Chief Executive Officer and Janet L. Matricciani, Chief Operating Officer, do not meet the independence requirements of NASDAQ.
Executive Sessions of Independent Directors
Independent Directors meet without management present at regularly scheduled executive sessions. These sessions are held after each regularly scheduled Board of Directors meeting and are presided over by a lead independent director elected by the independent directors. Mr. Bramlett has been elected as the lead independent director and has served in this role since fiscal 2010.

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Compensation and Stock Option Committee
The Board also maintains a Compensation Committee on which Messrs. Bramlett (Chairman), Vassalluzzo and Way serve. This Committee establishes and reviews the compensation criteria and policies of the Company, reviews the performance of selected officers of the Company and recommends appropriate compensation levels to the Board of Directors. Additionally, this Committee administers the Company’s 2002, 2005, 2008 and 2011 Stock Option Plans. The Board has determined, in accordance with NASDAQ independence requirements, that each member of the Compensation Committee is an independent director and meets the heightened independence requirements for compensation committee members under NASDAQ rules effective as of the Meeting. The Compensation Committee met two timestwice during the most recent fiscal year and one time thus far in fiscal 2016 prior to the filing of this Proxy Statement.2017. Additional information regarding the Compensation and Stock Option Committee is set forth below under “Executive Compensation – Compensation“Compensation Discussion and Analysis.”

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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is appointed to assist the Board in discharging its responsibilities relating to (i) identifying and recommending qualified individuals for service on the Board and its committees, (ii) evaluating the composition of the Board and its committees, (iii) reviewing the Company’s governance policies and procedures, and (iv) overseeing the evaluation of the Board and its committees. The Nominating and Corporate Governance Committee is also maintains a Nominating Committee on which Messrs. Gilreath (Chairman), Whitakercharged with reviewing management succession plans with our Chief Executive Officer and Vassalluzzo serve. This Committee makes recommendationswith periodically reviewing and assessing the adequacy of the Company’s Corporate Governance Policy and Code of Ethics and recommending to the Board regarding compositionany proposed changes that the Nominating and organization of the Board, nominations for directorCorporate Governance Committee deems necessary. The Nominating and senior executive candidates,Corporate Governance Committee carries out all other tasks and membership of Board Committees and reviews issues with respect to the structure of Board meetings. This Committee meets at the discretion of the Board or at the call of any two directors.responsibilities as more fully described in its charter. The Board has determined, in accordance with NASDAQ independence requirements,listing standards, that each member of the Nominating and Corporate Governance Committee is an independent director. ThisThe Nominating and Corporate Governance Committee met oncetwice in fiscal 2015 and once thus far in fiscal 2016 prior to the filing of this Proxy Statement.year 2017. For additional information regarding the Nominating and Corporate Governance Committee, see “Corporate Governance Matters – DirectorGovernance-Director Nominations.”
Audit and Compliance Committee Advisors
The Boardcharter of Directors maintains an Audit and Compliance Committee on which Messrs. Way (Chairman), Bramlett, and Whitaker serve. The Audit and Compliance Committee reviews the results and scope of each audit, the service provided by the Company’s independent registered public accounting firm and all related-party transactions. The Board has determined, in accordance with NASDAQ independence requirements, that each member of the Audit and Compliance Committee, is an independent director. In addition, the Board has determined that each memberCompensation and Stock Option Committee, and the Nominating and Corporate Governance Committee authorizes the committee to engage outside counsel and advisors, including search firms in the case of the AuditNominating and ComplianceCorporate Governance Committee meetsand compensation consultants in the heightened standardscase of independencethe Compensation and Stock Option Committee, and requires the Company to provide appropriate funding, as determined by the committee, for audit committeeany such counsel or advisors.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2017, the Compensation and Stock Option Committee was composed of Messrs. Bramlett (Chair), Vassalluzzo and Way. None of the members underof the Securities Exchange Act of 1934. The AuditCompensation and ComplianceStock Option Committee met four times during fiscal 2015 and once in fiscal 2016 prior to the filingyear 2017 were either an officer or employee of this Proxy Statement. This included quarterly conference call meetings with management and the Company’s independent auditors to review interim financial information prior to its public release. Additional information regarding the Audit and Compliance Committee is set forth below under “Proposal II – Ratification of Appointment of Independent Registered Public Accountants.”
The Company’s Audit and Compliance Committee, consistent with its established practice,reviews and considers any “related person” transactions, within the meaning of Item 404(a) of Regulation S-K of the Securities and Exchange Commission ("SEC"), as well as any matters regarding the Company’s outside directors, that the Audit and Compliance Committee believes may present a conflict of interest or potentially impair the independence of one or more of the Company’s outside directors. The Audit and Compliance Committee typically conducts this review in conjunction with the preparation of materials for the Company’s Annual Meeting of Shareholders, or on any such other occasion when such transactions are brought to the attention of the Audit and Compliance Committee, and applies its own judgment, in conjunction with SEC disclosure and NASDAQ independence rules, in assessing such transactions and determining the impact of such transactions on the independence of an outside director.
Audit Committee Financial Experts
The Board of Directors has determined that each current member of the Audit and Compliance Committee, Mr. Way, Mr. Bramlett and Mr. Whitaker, is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

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OWNERSHIP OF COMMON STOCK OF MANAGEMENT
The following table sets forth the sole (unless otherwise indicated) beneficial ownership, as defined by Rule 13d-3 promulgated under the Securities Exchange Act of 1934, of Shares as of June 29, 2015, for each director, nominee, or executive officer identified in the Summary Compensation Table and all directors and executive officers as a group.
  Shares Beneficially Owned
Name of Individual or Number in Group 
Amount (1)

 Percent of Class
     
Scott J. Vassalluzzo 1,911,623
(2)21.3%
A. Alexander McLean, III 224,405
(3)2.5%
Francisco J. Sauza 39,208
 *
Ken R. Bramlett, Jr. 37,300
 *
James R. Gilreath 24,750
(5)*
Janet Lewis Matricciani 32,376
 *
John L. Calmes Jr. 22,715
 *
James Daniel Walters 16,455
(4)*
Charles D. Way 12,500
 *
Darrell E. Whitaker 9,500
 *
Directors and all executive officers as a group (12 persons) 2,374,627
 26.5%
*Less than 1%.
(1)Includes the following Shares subject to options exercisable within 60 days of June 29, 2015: Mr. McLean – 66,000; Mr. Gilreath – 2,000; Mr. Bramlett – 2,000; Mr. Way – 2,000; Mr. Whitaker – 2,000; Mr. Walters – 12,000; Mr. Sauza – 8,000; Ms. Matricciani– 3,750; Mr. Calmes – 3,375; directors and executive officers as a group – 124,725.
(2)Mr. Vassalluzzo is a Managing Member of Prescott General Partners LLC (“PGP”).  See “Ownership of Shares by Certain Beneficial Owners” for additional information regarding shares beneficially owned by PGP, Prescott Associates L.P., Mr. Vassalluzzo and Mr. Smith.
(3)Includes 26,000 Shares in a self-directed retirement account maintained for the benefit of Mr. McLean.
(4)Includes 900 Shares held by Mr. Walters’ spouse. Mr. Walters disclaims beneficial ownership of these Shares.
(5)Includes 11,750 Shares in a limited partnership in which Mr. Gilreath is a partner.
CORPORATE GOVERNANCE MATTERS
Corporate Governance Policy and Committee Charters
In furtherance of its goal of providing effective governance of the Company’s business and affairs for the benefit of shareholders, the Board of Directors of the Company has adopted a corporate governance policy. Copies of the governance policy and the committee charters for the Company’s Audit and Compliance Committee, Compensation Committee and Nominating Committee are available on the Company’s website, at www.worldacceptance.com, as well as by mail to any shareholder who requests a copy by writing to the Company’s Corporate Secretary at P.O. Box 6429, Greenville, SC 29606.
Shareholder Communications with Directors
Any shareholder who wishes to communicate with the Board of Directors, or one or more individual directors, may do so by writing to this address:
World Acceptance Corporation
Board Administration
c/o Corporate Secretary
P. O. Box 6429
Greenville, South Carolina 29606

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Your letter should indicate that you are a shareholder. Depending on the subject matter, management will:
Forward the communication to the director or directors to whom it is addressed;
Attempt to address the communication directly, for example, where it is a request for information about the Company or a stock-related matter;former officer of the Company. During fiscal year 2017, no executive officer of the Company served as a director or as a member of the compensation committee of the board of directors of another company which had an executive officer serving as a director of the Company or as a member of the Compensation and Stock Option Committee. In addition, during fiscal year 2017, no member of the Compensation and Stock Option Committee engaged in any related party or other transaction of a type that is required to be disclosed pursuant to Item 404 of SEC Regulation S-K.
Not forwardDirector Attendance at Board and Committee Meetings and the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.Annual Meeting of Shareholders

AtDuring fiscal year 2017, the Board held four meetings, and each meetingdirector attended all of these meetings. Each director also attended all of the meetings of the committees of the Board a memberon which such director served during fiscal year 2017.
It is the Company’s policy that all of management will present a summarythe Company’s directors and nominees for election as directors at the Annual Meeting attend the Annual Meeting except in cases of extraordinary circumstances. All of the nominees for election at the 2016 annual meeting of shareholders attended the meeting. The Company expects all communications received sincenominees and directors to attend the last meeting that were not forwarded. Those communications are available to the directors on request.Annual Meeting.
Director Nominations
The Board of Directors is responsible for nominating Board members of the Board and for filling vacancies on the Board that may exist between Annual Meetingsannual meetings of Shareholders,shareholders, except to the extent that the Company’s bylawsBylaws or applicable South Carolina law require otherwise. The Board of Directors has delegated the screening process for director nominees to the Nominating and Corporate Governance Committee. Nominating Committee consistsEach member of three “independent” directors, as determined by the Boardsuch committee is an independent director in accordance with applicable NASDAQ listing standards.

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The Company’s corporate governance policyCorporate Governance Policy outlines certain general criteria for Board membership. These criteria reflect the Board’s belief that all directors should have the highest personal and professional integrity and, as a general rule, should be persons who have demonstrated exceptional professional ability, diligence and judgment. In addition, the policy requires that at least a majority of the Board consist of independent directors. The Nominating Committee, in fulfilling its responsibility to the Board, has determined that, in addition to having expertise that may be useful to the Company, directors, as a group, should meet the following specific criteria: leadership experience, finance experience, risk management experience, corporate governance experience, legal experience and general business experience. Directors should also be willing and able to devote the required amount of time to Company business. The Nominating and Corporate Governance Committee believes that directors should have expertise that may be useful to the Company, and that the directors as a group should provide the Board with the following experience:

Leadership experience. Directors with experience in significant leadership positions over an extended period, especially CEO or other C-level positions, provide the Company with special insights. These individuals generally possess strong leadership qualities and the ability to identify and develop those qualities in others. They also demonstrate practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.
Finance experience. An understanding of finance and financial reporting processes is important. The Company measures its operating and strategic performances primarily by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to the Company’s success. The Nominating and Corporate Governance Committee seeks to have a number of directors who qualify as audit committee financial experts, as well as an entire Board composed of financially literate directors.
Risk management oversight experience. The Nominating and Corporate Governance Committee believes that risk management oversight experience is critical to fulfill the Board’s responsibility to oversee the risks facing the Company.
Corporate governance experience. The Nominating and Corporate Governance Committee believes that directors with corporate governance experience support the goals of a strong Board and management accountability, transparency and promotion of shareholders’ interests.
Legal experience. The Nominating and Corporate Governance Committee believes that legal experience is valuable to the Board’s oversight of the Company’s legal and regulatory compliance.
General business experience. The Nominating and Corporate Governance Committee believes that general business experience, as well as practical experience, is valuable to an understanding of the Company’s business goals and strategies and helps to ensure that the Board is well rounded.
Our Corporate Governance Policy requires a director who changes his or her employment or otherwise has a significant change in job responsibilities to give the Board written notice of the change and tender a letter of resignation from the Board and from all Board committees on which he or she serves. The Board, through the Nominating and Corporate Governance Committee, then determines whether or not to accept the resignation from the Board or from one or more of the committees.
The Nominating and Corporate Governance Committee’s process for recommending nominees begins with a preliminary assessment of each candidate based on the individual’s resume and biographical information, willingness to serve and other background information. This information is evaluated against the criteria stated above and the specific needs of the Company at that time. After these preliminary assessments, the candidates who appear best suited to meet the Company’s needs may be invited to participate in a series of interviews to continue the evaluative process. Incumbent directors, however, generally are not required to interview again.again after their initial term. On the basis of the information learned during this process, the Nominating and Corporate Governance Committee determines which nomineesindividuals to recommend to the Board for nomination.
When seeking new director candidates, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management or others. Consistent with the Company’s corporate governance policy,our Corporate Governance Policy, the Nominating and Corporate Governance Committee will also consider nominating candidates recommended by shareholders on a case-by-case basis. In order forCandidates recommended by shareholders are considered on the same basis and by the same standard as candidates selected by the Nominating and Corporate Governance Committee. It is important to nominatedistinguish between the recommendations of nominees by shareholders from a director candidate for inclusionnomination (whether by proxy solicitation or in the Company’s proxy statementperson at a meeting) by a shareholder. Shareholders have certain rights under applicable law with respect to nominations, and proxy appointment form for consideration at the Annual Meeting,any such nominations must comply with applicable law and provisions of the Bylaws of the Company. Our Bylaws include advance notice provisions for shareholder nominations, which, among other things, increase the information shareholders must provide regarding themselves and the director nominee when submitting nominations and require such information to be made in writingsubmitted no sooner than 120 days and received by the Company at its executive offices notno later than in the case of nominees to be considered for election at the 2016 Annual Meeting of Shareholders, March 9, 2016 (which is the business day closest to, but not less than, 12090 days prior to the anniversary of this Proxy Statement). Any nomination should be sent to the attentiondate of the Corporate SecretaryCompany’s last annual meeting of shareholders. See “Submission of Future Shareholder Proposals and must include, concerning the director nominee, the following information: full name, age, date of birth, educational background and business experience, including positions held for at least the preceding five years. The nomination must also include the nominee’s home and business addresses and telephone numbers and include a signed representation by the nominee to timely provide all information requested by the Company as part of its disclosure in regard to the solicitation of proxiesNominations for the election of directors. The name of each such candidate for director must be placed in nomination at the2018 Annual Meeting by a shareholder present in person. The nominee must also be present in person atof Shareholders” for further information regarding the Annual Meeting.nomination process.

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When considering candidates for director, the Nominating and Corporate Governance Committee takes into account a number of factors in addition to those factors discussed above that the Company considers important qualifications for Board service. These other factors include whether the candidate is independent from management and the Company, whether the candidate has relevant business experience, the composition of the existing Board, and the candidate’s existing commitments to other businesses. Although the Nominating and Corporate Governance Committee does not have a formal policy regarding Board diversity, the Nominating and Corporate Governance Committee takes into account matters of diversity (with emphasis on diversity in professional experience and industry background) in considering candidates for the Board. Directors are limited by our Corporate Governance Policy to serving on no more than five public company boards of directors. There are no pre-determined term limits for directors; however, a retirement age of 70 is generally considered appropriate, though the Board may decide to defer retirement on an annual basis.

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The Company’s Nominating and Corporate Governance Committee does not currently use the services of any third party search firm to assist in identifying or evaluating board candidates. However, the Nominating and Corporate Governance Committee may engage a third party to provide these services in the future, as it deems appropriate at the time.
Code of Business ConductAnnual Board Evaluation
Our Corporate Governance Policy requires the Nominating and Ethics
The Company has adopted a written Code of Business Conduct and Ethics (the “Code of Ethics”) that appliesCorporate Governance Committee to all directors, employees and officersassess the performance of the Company (including the Company’s Chief Executive Officer (principal executive officer)Board as a whole at least annually and Vice President and Chief Financial Officer (principal financial and accounting officer)). The Codegive a report of Ethics has been incorporated by reference as an exhibitits assessment to the Company’s Annual Report on Form 10-K forBoard. This assessment should review areas in which the year ended March 31, 2015. A copy ofBoard or our management believes that the Code of Ethics is also available on the Company’s website at www.worldacceptance.com, and to anyBoard would make a better contribution.
Shareholder Communications with Directors
Any shareholder who requests a copywishes to communicate with the Board or any one or more individual directors may do so by writing to the Company’sthis address:
World Acceptance Corporation
Board Administration
c/o Corporate Secretary at P.O.
P. O. Box 6429
Greenville, South Carolina 29606.29606

Your letter should indicate that you are a shareholder. Such communications will be reviewed by our Corporate Secretary, who will remove communications relating to solicitations, improper or irrelevant topics and the like. All other shareholder communications will be promptly forwarded to the applicable member(s) of the Board or to the entire Board, as requested in the shareholder communication.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Members of our Board of Directors, certain officers, and beneficial owners of more than 10% of our common stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act, of 1934which requires the Company’s directors and executive officers, and persons who own more than 10 percent of a registered class of the Company’s equity securities,them to file reports with the SEC initial reports ofregarding their beneficial ownership and reports of changes in beneficial ownership of Common Stock and other equity securities of the Company. Executive officers, directors, and greater-than-10-percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, basedour common stock. Based solely on a review of the copies of such reports furnished to the Companyfiled and written representations from the Company’s reporting persons, the Company believes that no other reportsall Section 16(a) filing requirements were required, allfulfilled on a timely basis during fiscal year 2017, except that each of Mses. Matricciani and Bullock and Messrs. Brown, Calmes, Dyer and Tinney failed to timely file one Form 4 to report the tax withholding for vested equity awards, and Ms. Bullock failed to timely file one Form 4 to report the sale of common stock. Additionally, for fiscal year 2016, Mses. Matricciani and Bullock and Messrs. Way, Tinney, Gilreath, Whitaker, Calmes, Bramlett, and Dyer, failed to timely file one Form 4 to report the disposition of shares of common stock and tax withholding for vested equity awards, and Francisco Sauza, our former Senior Vice President - Mexico failed to timely file one Form 4 to report the acquisition and sale of shares of common stock in connection with the exercise of stock options. A Form 4 was filed upon the discovery of the Company’s executive officers, directors, and greater-than-10-percent beneficial owners have complied with such reporting requirements duringadministrative oversight for each of the fiscal year ended March 31, 2015.foregoing transactions.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
During fiscal 2015,year 2017, there were no transactions that were deemed to be related partyperson transactions.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Audit and Compliance Committee, reviews and considers any related person transactions, within the meaning of Item 404(a) of Regulation S-K of the SEC, as well as any matters regarding the Company’s outside directors, which the Audit and Compliance Committee believes may present a conflict of interest or potentially impair the independence of one or more of the Company’s outside directors. The Company providesdoes not have a formal related person transaction policy in writing. However, as part of its shareholdersreview of a related party transaction, the Audit Committee considers the following: the nature of the related party’s

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interest in the transaction, the material terms of the transaction, including the amount involved and type of transaction, the importance of the transaction to the related party and to the Company, whether the transaction would impair the judgment of a director or executive officer to act in the Company’s best interest, and any other matters the Audit Committee deems appropriate under the circumstances.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth below is furnished as of the Record Date, with respect to common stock owned beneficially or of record by (i) persons known to the opportunityCompany to cast an annual advisory vote, commonly knownbe the beneficial owners of more than 5% of the common stock as a “say-on-pay proposal,” onof the compensationRecord Date, (ii) each of the directors and nominees individually, (iii) each of the executive officers namedincluded in the Summary Compensation Tablesummary compensation table (each, a “Named Executive Officer” or “NEO”), and (iv) all directors and executive officers as a group. Unless otherwise noted, each person has sole voting and investment power with respect to such person’s shares shown in the table. All share amounts in the table include shares which are not outstanding but which are the subject of options exercisable in the 60 days following the Record Date. All percentages are calculated based on the total number of outstanding shares, plus the number of shares for the particular person or group which are not outstanding but which are the subject of options exercisable in the 60 days following the Record Date.
Ownership of Common Stock by Certain Beneficial Owners(1)
Name and Address of Beneficial Owner 
Amount and Nature 
of Beneficial Ownership
 
Percent 
of Class (1)
Thomas W. Smith (2)
Scott J. Vassalluzzo
Idoya Partners L.P.
Prescott General Partners LLC
Prescott Associates L.P.
2220 Butts Road, Suite 320
Boca Raton, Florida 33431
 2,730,873 31.0%
     
The Vanguard Group (3)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
 1,019,611 11.6%
     
BlackRock, Inc. (4)
55 East 52nd Street
New York, New York 10022		 731,870 8.3%
     
CAS Investment Partners, LLC (6)
Clifford Sosin
8 Wright Street,
1st FL Westport, Connecticut 06880

 480,600 5.5%
     
LSV Asset Management (5)
155 N. Wacker Drive, Suite 4600
Chicago, Illinois 60606
 437,669 5.0%

(1)Although the amounts of shares beneficially owned and other information in the table is derived from sources described in the footnotes below, the percent of class information is derived by calculating the reported amounts as a percent of the 8,815,550 shares outstanding as of the Record Date.
(2)Based on a Schedule 13D filed on July 30, 2015 and subsequent Form 4 filings.
Name Shared Voting and Dispositive Power Sole Voting and Dispositive Power No Voting and Shared Dispositive Power Total
Scott J. Vassalluzzo 67,640 31,788 — 99,428
Thomas W. Smith 151,590 510,000 — 661,590
Idoya Partners L.P. 576,394 — — 576,394
Prescott Associates L.P. 1,407,728 — — 1,407,728
Prescott General Partners LLC 2,037,495 — — 2,037,495
In their capacities as managing members of the annual proxy statement (referredPrescott General Partners LLC (the "Partnership"), Messrs. Vassalluzzo and Smith also may be deemed to beneficially own the shares beneficially owned by the Partnership.
(3)Based on a Schedule 13G filed on February 10, 2017. The Vanguard Group reported sole voting power over 7,486 shares, sole dispositive power over 1,012,025 shares, and shared dispositive power over 7,586 shares.
(4)Based on an amended Schedule 13G/A filed on January 27, 2017. BlackRock, Inc. reported sole voting power over 711,222 shares and sole dispositive power over 731,870 shares.

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(5)Based on Schedule 13G filed on February 6, 2017. LSV Asset Management reported sole voting power over 208,418 shares and sole dispositive power over 437,669 shares.
(6)Based on a Schedule 13G filed on February 13, 2017 by Clifford Sosin updating, in part, a Schedule 13G filed on February 10, 2017 by CAS Investments (“CAS”). Mr. Sosin reported (i) sole voting power and sole dispositive power over 600 shares and (ii) shared voting power and shared dispositive power over 480,000 shares owned by Sosin Partners, L.P. (the “Fund”). CAS is the investment manager of the Fund and Mr. Sosin is the managing member of CAS.
Ownership of Common Stock by Directors, Director Nominees & Executive Officers
  Shares Beneficially Owned
Name of Individual or Number in Group 
Amount (1)

 Percent of Class
Scott J. Vassalluzzo 2,136,923
(2)24.2%
Janet Lewis Matricciani 46,053
 *
Ken R. Bramlett, Jr. 38,315
 *
Jeff L. Tinney 37,835
 *
D. Clinton Dyer 36,124
 *
James R. Gilreath 25,765
(3)*
John L. Calmes Jr. 28,629
 *
Tara E. Bullock 13,601
 *
Charles D. Way 13,515
 *
Darrell E. Whitaker 9,335
 *
Directors and all executive officers as a group (13 persons) 2,411,052
 27.3%
*Less than 1%.
(1)Includes the following shares of common stock subject to options exercisable within 60 days of June 26, 2017: Mr. Gilreath - 4,000; Mr. Bramlett - 4,000; Mr. Way - 4,000; Mr. Whitaker - 4,000; Ms. Matricciani- 11,250 Mr. Calmes - 10,125; Mr. Dyer - 16,000; Ms. Bullock - 6,450; Mr. Tinney - 21,400; directors and executive officers as a group - 97,085
(2)Mr. Vassalluzzo is a Managing Member of Prescott General Partners LLC (“PGP”).  See “Ownership of Shares by Certain Beneficial Owners” for additional information regarding shares beneficially owned by PGP, Prescott Associates L.P., Mr. Vassalluzzo and Mr. Smith.
(3)Includes 11,250 shares owned by a limited partnership in which Mr. Gilreath is a partner.


EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information as the “Named Executive Officers” or “NEOs”). Shareholders holding over 90% of the Shares represented at our 2014 Annual Meeting of Shareholders voted in favor of this say-on-pay proposal. The Compensation Committee believes this vote affirms that a majority of our shareholders supportMarch 31, 2017 regarding the Company’s approachfour existing equity compensation plans, which are the 2002 Stock Option Plan, the 2005 Stock Option Plan, the 2008 Stock Option Plan and the 2011 Stock Option Plan. We are also asking shareholders to executiveapprove a new equity compensation and accordinglyplan. See Proposal 4 - Approve the Compensation Committee did not make substantial changes to its approach in fiscal 2015.World Acceptance Corporation 2017 Stock Incentive Plan.
Category Number of Securities to be issued upon Exercise of Outstanding Options (#) Weighted Average
Exercise
Price of Outstanding Options ($)		 Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (#) (1)
Equity Compensation Plans Approved by Security Holders:      
2002 Stock Option Plan 160 43.04 —
2005 Stock Option Plan 20,550 46.74 —
2008 Stock Option Plan 75,620 51.83 25,573
2011 Stock Option Plan 771,811 69.41 415,926
Equity Compensation
Plans Not Approved by Security Holders
 — — —
Total 868,141 67.33 441,499

(1)Of this remaining capacity, shares can be granted as options or up to 293,873 shares can be issued as restricted stock. For additional information on our stock option plans, see Note 12 in the Notes to Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the year ended March 31, 2017.

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Fiscal 2015 Performance Overview

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal 2017 Overview.
The Board and the Compensation Committee believe the compensation paid or awarded to the Named Executive Officers for fiscal 20152017 was reasonable and appropriate. appropriate in light of the Company’s achievements during a challenging period of difficult external conditions and transformation within the Company. The Company is in a period of transition and is focused on efforts to reposition the Company for future growth.
In fiscal 2015:2017:
the Companywe completed our largest acquisition in more than a decade;
our tax preparation business grew significantly;
we achieved record earnings per diluted share of $11.90, an increase of 23.9% over fiscal 2014;$8.38;
gross loans outstanding remained level with the prior fiscal year;decreased 0.7% versus a decrease of 3.9% during Fiscal 2016;
total G&Ageneral and administrative expense as a percentage of revenue as presented,only increased to 49.5%50.3% from 48.5% in fiscal2014. These figures represent a non-GAAP measure that  excludes adjustments for deferred origination costs described in footnote 1 to the Company’s audited financial statements for the fiscal year ended March 31, 2015. The non-GAAP figures may be reconciled to GAAP presentation according to the following tables:
March 31, 2015 Non-GAAP Adjustments GAAP
Consolidated revenue 629,541,606
    
Revenue Adj.   (19,328,729)  
Adjusted revenue     610,212,877
General and administrative expense 311,380,247
    
Admin. expense - personnel Adj.   (15,578,890)  
Admin expense - other Adj.   (3,749,839)  
Adjusted G&A expense     292,051,518
G&A expense as a percentage of revenue 49.5%   47.9%
March 31, 2014 Non-GAAP Adjustments GAAP
Consolidated revenue 617,649,251
    
Revenue Adj.   (18,385,852)  
Adjusted revenue     599,263,399
General and administrative expense 299,634,285
    
Admin. expense - personnel Adj.   (15,349,640)  
Admin expense - other Adj.   (3,036,212)  
Adjusted G&A expense     281,248,433
G&A expense as a percentage of revenue 48.5%   46.9%
Management believes the above non-GAAP presentation of total G&A expense as a percentage of revenue is an appropriate way of presenting this metric as it relates to the Company’s fiscal 2015 Executive Incentive Plan, but should not be considered an alternative to disclosure of the Company’s performance as calculated in accordance with GAAP.
net charge-offs as a percent of average net loans decreased to 12.9% from 14.7%48.3% in fiscal 2014.2016 despite starting the year with lower outstanding loans;
as a result of this performance, the Company exceededmet the target level of performance on two of its four key corporate-level performance measures, and achieved the threshold level of performance on one such measure, resulting in bonus payments under the executive incentive plan that averaged 78% and 55%50% of base salary for all NEOs for fiscal 2015 and 2014, respectively.2017.
For these reasons, in addition to those discussed below in this “Executive Compensation” section, the Compensation Committee and Board of Directors believe that the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement is fair and reasonable, and unanimously recommend that the Company’s shareholders vote in favor of Proposal III,2, as described below in more detail, to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as reported in this Proxy Statement.


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Objectives of the Executive Officer Changes in Fiscal 2016Compensation Program
As previously announced, Mr. McLean,The Company’s executive compensation program is intended to (i) provide competitive compensation to attract and retain highly talented executives; (ii) align the Company’s Chairmaninterests of executives and Chief Executive Officer, will be retiring from his positions as Chief Executive Officershareholders; and a Director(iii) incentivize executives to achieve and surpass the short- and long-term goals of the Company effective September 30, 2015.to increase shareholder value. The BoardCompany’s program is designed to create a collegiate atmosphere that encourages executives to cooperate toward the achievement of Directors intendsgoals that benefit the Company and shareholders as a whole, while at the same time rewarding each executive’s individual contributions to appoint Ms. Janet Lewis Matricciani,the Company.
The Company’s bonus and long-term incentive plans permit executives to earn above average compensation for performance exceeding the Company’s current Chief Operating Officer, to succeed Mr. McLean as Chief Executive Officer effective upon his retirement.
Also, as previously announced, James D. Walters, Senior Vice President of the Company, resigned from his position as Senior Vice President, Southern Division to pursue other opportunities.
Process Overviewtarget goals. The Committee believes that this approach provides competitive pay for target performance while incentivizing and rewarding superior performance.
The Compensation Committee is appointed by the Board to discharge the Board’s responsibilities relating (1) to compensation of the Company’s directors and officers and (2) to the granting of stock options and restricted stock under the Company’s stock option plans or other equity compensation plans. The Compensation Committee has overall responsibility for approving and evaluating the director and officer compensation plans, compensation policies and programs of the Company and for formulating, revising and administering the Company’s stock option plans or other equity compensation plans.
During fiscal 2015, the Compensation Committee reviewed and approved the annual compensation for the five Named Executive Officers: Chief Executive Officer (“CEO”); Vice President and Chief Financial Officer (“CFO”); Chief Operating Officer (“COO”); Senior Vice President – Southern Division; and Senior Vice President – Mexico. In addition, the Compensation Committee reviewed and approved the annual compensation for the two executive officers who are not NEOs, the non-executive officers who report directly to the CEO, the Vice President of Compliance and Vice President of Internal Audit who report directly to the Board of Directors. All grants of stock options and restricted stock were approved by the Compensation Committee.
Role of Executives in Establishing Compensation
The Company’s CEO plays a role in the assessment and recommendation of compensation award decisions for his direct reports, including the assessment and recommendation of compensation for the Company’s CFO and COO. He provides information to the Compensation Committee regarding compensation matters and, in such instances, helps set the agenda for compensation discussions.
The Company’s CEO is typically invited to attend general sessions of the Compensation Committee, and, depending upon the topic to be discussed, may be invited to attend executive sessions of the Compensation Committee. The CompensationStock Option Committee believes that a meaningful portion of an executive’s total compensation should be in the CEO’s insight into particularform of variable and performance-based compensation matters is an important factor when discussing and making decisions regarding such matters.that enhances shareholder value. The Compensation Committee typically asks the CEO for his recommendations on compensation matters for all of the Company’s executive officers and typically makes annual changes effective on June 1 of each year. The CEO is not present during Compensation Committee discussions concerning his own compensation, and does not play a role in recommendations regarding his own compensation; however during fiscal years 2011 and 2012 he recommended that he receive no base salary increase. The CEO does not play a role in recommendations regarding the compensation of the Company’s directors. Other members of management attend meetings and executive sessions upon invitation by the Compensation Committee if and when the Compensation Committee believes their advice and input regarding specific matters before the Compensation Committee would be useful and appropriate.
Compensation Committee Activity
The Compensation Committee meets as often as it determines necessary to carry out its duties and responsibilities. This includes regularly scheduled meetings and, if necessary, special meetings. The regular meeting schedule is established in consultation with management. The Compensation Committee members review and approve the minutes of each meeting. Any special meetings of the Compensation Committee are initiated by the Committee Chairman or at management’s request. Generally, the agenda for each meeting includes regular administrative items to be considered by the Compensation Committee and any specific topics the Chairman or any other Compensation Committee member may want to discuss. The Compensation Committee from time to time seeks input from the CEO in setting the agenda. Members of management provide information to the Compensation Committee that management believes will be helpful to the Compensation Committee in discussing agenda topics. Management also provides materials that the Compensation Committee specifically requests.
The Compensation Committee met two times in fiscal 2015 and once in fiscal 2016 prior to the filing of this Proxy Statement. The authority and responsibilities of the Compensation Committee are set forth in more detail in the Compensation Committee’s charter, which is available on the Company’s website, at www.worldacceptance.com.

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Objectives of the Compensation Program
The Board of Directors and the Compensation Committee believe that earnings per share (“EPS”) is the most important indicator of shareholder value. Therefore, the Compensation Committee has determined pre-established goals related to (1) increases in EPS, (2) growth in loans receivable, (3) expense control, and (4) charge-off control.  The Compensation Committee selected these goals to motivate and reward the maximization of shareholder value based on its belief that earnings per share is the most direct measure of shareholder value and that loan growth, in loans receivable, combined with expense control and charge-off control,levels are the three most significant determinantsfactors affecting earnings per share. Accordingly, performance-based compensation generally is earned based on the achievement of earnings per share.share targets, while annual bonuses generally are also earned based on loan growth, expense control and charge-off levels. The Compensation and Stock Option Committee believes EPSthat earnings per share as a measure of performance is important to shareholders because it allows shareholders to compare the returns we earn by investing capital in our core business with the return they could expect if we returned capital to shareholders and they invested in other securities.

As a result, the annual bonus plan has EPS growth as a primary target. In addition, performance-based equity awards are also based on EPS targets.

The Compensation and Stock Option Committee believes that the grant of equity grantscompensation awards to certain officersexecutives appropriately align his/heraligns their compensation with the interests of shareholders as a result of the following:

The financial rewards will be received only if EPS increases over time;
The amount of compensation received will be proportionateand provides executives with an incentive to the amount ofpromote shareholder wealth created as measured by EPS growth; and
The equity award is long-term, which will appropriately align the employee with long-term shareholders


What the Company’s Compensation Program is Designed to Reward
The Company’s compensation program is designed to create a collegiate atmosphere that encourages executives to cooperate toward the achievement of short-term and long-term goals that benefit the Company and shareholders as a whole, while at the same time rewarding each executive’s and other employee’s individual contribution to the Company. The Compensation Committee has established a compensation package consisting of base salary, short-term incentive compensation in the form of an annual cash bonus (the “Executive Incentive Plan”), and long-term incentive compensation in the form of an equity grant (the “Long-Term Incentive Plan”).
The Compensation Committee believes that a meaningful portion of the NEOs’ total compensation should be in the form of a long-term incentive and uses equity grants under the Long-Term Incentive Plan for this purpose. The Compensation Committee also believes that these equity grants serve the useful purposes of fostering an ownership mentality in executives and fairly linking the value of a significant component of executive compensation to the value created for the Company’s shareholders. The same key components and compensation philosophy, at differing amounts, are applied to other selected key employees at differing levels within the Company.
The Compensation Committee believes it is appropriate that an executive officer’s overall targeted compensation package be at or around the median of the market for a comparable position. This results in the package remaining competitive enough to attract and retain top talent while not over-rewarding average performance. Compensation opportunities for exceptional business performance are higher, as the Company is willing to pay above the industry median to motivate, reward and retain performers who significantly exceed the Company and individual goals.value.
Stock price performance is typically not a significant factor in determiningsetting annual compensation because the price of the Company’s stock is subject to a variety of factors outside of management’s control, such as historically low float,trading volumes and high volatility in the stock price, and trading volumes.price.
Stock Ownership/Retention Guidelines
Currently, the Company does not maintain stock ownership guidelines and does not have a stock retention policy applicable to its executive officers, and is not considering any such guidelines or policy at this time.

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Clawback PoliciesProcess Overview
The Company presently has no formal policies and/or provisions with respectCompensation and Stock Option Committee is appointed by the Board to discharge the Board’s responsibilities relating (1) to compensation of the Company’s directors and officers and (2) to the adjustmentgranting of stock options, restricted stock, or recoveryother equity awards under the Company’s equity based compensation plans. The Compensation and Stock Option Committee has overall responsibility for approving and evaluating the director and officer compensation plans, compensation policies and programs of awards or payments if the relative performance measures upon which they are based are restated or otherwise adjusted in a manner that would have reducedCompany and for formulating, revising and administering the size of an award or payment. However,Company’s equity compensation plans.
During fiscal year 2017, the Compensation and Stock Option Committee has discussedreviewed and approved the advisability ofannual compensation for the implementation of such policies in light of evolving legislative developments and governance practices. Section 304 ofNamed Executive Officers: the Sarbanes-Oxley Act of 2002 already mandates the recovery of certain compensation from the Company’scurrent Chief Executive Officer (“CEO”); the Senior Vice President and Chief Financial Officer (“CFO”); the Executive Vice President, Branch Operations; the Senior Vice President, Western Division; and the Senior Vice President and General Counsel. In addition, the Compensation and Stock Option Committee reviewed and approved the annual compensation for the two executive officers who are not NEOs, the non-executive officers who report directly to the CEO and the Vice President of Compliance and Internal Audit, who reports directly to the Board of Directors. All grants of stock options and restricted stock were approved by the Compensation and Stock Option Committee.
Timing of Compensation Decisions
Cash compensation for our executive and non-executive officers is reviewed early in each fiscal year after a review of the annual financial statements and the achievement of operating objectives and personal objectives for the prior fiscal year have been completed and as the budget for the coming fiscal year is being finalized. Equity compensation awards are usually considered in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities lawsthird quarter of each fiscal year. The Compensation and Stock Option Committee may, however, review salaries or grant equity or cash compensation awards at other times as a result of misconduct. In addition,new appointments, promotions or for other reasons during the Dodd-Frank Wall Street Reformyear.
Role of Executives in Establishing Compensation
The Company’s CEO plays a role in the assessment and Consumer Protection Act requiresrecommendation of compensation for her direct reports, including the SECCompany’s CFO and General Counsel. She provides information to implement, through rule-making that has not yet been adopted,the Compensation and Stock Option Committee regarding compensation clawbacks under broader terms.matters and, in such instances, helps set the agenda for compensation discussions. The Company’s CEO is typically invited to attend general sessions of the Compensation and Stock Option Committee and, depending upon the topic to be discussed, may be invited to attend executive sessions of the Compensation and Stock Option Committee. The Compensation Committee intends to monitor these developments in the consideration and design of any future clawback policy it may implement. In addition, the Company has attempted to anticipate the potential impact of a future clawback policy on awards granted under its 2011 Stock Option PlanCommittee believes that the CEO’s insight into executive performance and compensation is an important factor when discussing and making decisions regarding executive compensation, and therefore the Compensation and Stock Option Committee typically asks the CEO for her recommendations on compensation for all of the Company’s executive officers. The CEO is not present during Compensation and Stock Option Committee discussions concerning her own compensation and does not play a role in recommendations regarding her own compensation.
Other members of management attend meetings and executive sessions upon invitation by requiring recipients of awards under this plan to acknowledge that all such awards under the plan willCompensation and Stock Option Committee, if and when the Compensation and Stock Option Committee believes their advice and input regarding specific matters before the Compensation and Stock Option Committee would be subject to any future clawback policy the Company may adopt in response to the Dodd-Frank mandate or otherwise.useful and appropriate.
Compensation BenchmarkingConsultant
During fiscal 2010 and fiscal 2011 the Compensation Committee engaged a consultant to benchmark the Company’s compensation levels with a peer group. The peer group companies were: Advance America Cash Advance Centers; Cash America International Inc.; CompuCredit Corp; Credit Acceptance Corp; EZCORP Inc; First Cash Financial Services Inc.; Infinity Property and Casualty Corp; National Interstate Corp; QC Holdings Inc.; RLI Corp; Safety Insurance Group Inc.; and United PanAm Financial Corp. The Compensation and Stock Option Committee determined it was not necessary to engage a compensation consultant for this purpose for fiscal 2015 due to (1) the detailed reviews performedyear 2017 in the prior years and (2)light of over 90%92% approval of votes cast on the “say-on-pay” proposal vote from shareholders at the 2014 Annual Shareholders’ Meeting.2016 annual shareholders meeting.
In carrying out its responsibilities, the Compensation Committee evaluates the information and recommendations put forth by management and its independent advisers in making its decisions regarding executive compensation. The Compensation Committee’s decisions are made with the objective of providing fair, equitable and performance-based compensation to executives in a manner that is affordable and cost-effective for our shareholders.
Elements of Company’sExecutive Compensation Program
The Company’s Compensation ProgramCompany���s compensation program is comprised of the following:following primary elements: base salary, Executive Incentive Plan, Long-Term Incentive Plan,annual cash bonuses, long-term incentive compensation in the form of equity awards granted pursuant to the Company’s stock plans, post-employment compensation and employee benefits and perquisites. The Compensation Committee’s philosophy is as follows:
(1)the combination of the NEO’s base salary, together with his or her targeted annual bonus and targeted long-term incentive should be at or near the median of the Company’s peer group;
(2)a significant portion of total compensation should be variable and performance-based; and
(3)each NEO should have an opportunity to earn above the median for exceptional performance.

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Base Salary

Compensation Committee’sand Stock Option Committee Philosophy

The Compensation and Stock Option Committee assessesdetermines base salaries for each executive position based on the value of the individual’s experience, performance and/or specific skill set,set. Base salaries are evaluated in the ordinary course of business, but generally not less than once each year at or around the time that the annual budget is approved. For the reasons listednoted above, the Compensation and Stock Option Committee did not use an outside consultant or survey data when determining the fiscal 2015 executive compensation.year 2017 base salaries.

Fiscal Year 2017
How the Fiscal 2015 Base Salaries were Determined


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When determining the annual base salary increaseslevels for fiscal 2015,year 2017, the Compensation and Stock Option Committee’s primary consideration for the incumbent NEOs was the continuing strong financial performancecontribution of each of the Companymembers of the executive team to the Company’s operational improvements in difficult economic and regulatory conditions. TheIn fiscal year 2017, the Compensation and Stock Option Committee also considered subjective factors when determining its annualmade the following base salary review and assessed each individual’s experience, his or her performance during the year and his or her specific skill set and experience. In addition, the Compensation Committee took the following individual performance factors into accountchanges for base salary increasesNEOs effective as of JuneJuly 1, 2014:2016 except as noted:

A.A. McLean III, Chairman andJanet Lewis Matricciani, Chief Executive Officer: Mr. McLean’s base salary was increased 3% because of his leadership role in the overall performance of the Company.
James D. Walters, Senior Vice President – Southern Division: Mr. Walters’ base salary was increased by 4% because of his leadership role in the performance of the Company’s Southern Division’s operations.
Francisco Javier Sauza, Senior Vice President – Mexico Division: Mr. Sauza’sMs. Matricciani’s base salary was increased 4% because of his leadership role in the performance of the Company’s Mexico Division’s operations.to $520,000.
John L. Calmes Jr., Senior Vice President and Chief Financial Officer: Mr. Calmes’ base salary was increased 5% because of4% to $234,000.
D. Clinton Dyer, Executive Vice President, Branch Operations: Mr. Dyer's base salary was increased 20% to $240,000 in September 2016 upon his performance in the implementation of the strategic plan; overall management of financial affairs; management of financial reporting; management of internal controls, interaction with businessappointment as Executive Vice President, Branch Operations.
Jeff L. Tinney, Senior Vice President, Western Division: Mr. Tinney’s base salary was increased 2% to $191,223.
Tara E. Bullock, Senior Vice President, Secretary and investor community; tax compliance; and Board interaction.General Counsel: Ms. Bullock’s base salary was increased 4% to $189,873.

As described below under “Executive Incentive PlanCompensation - Employment Agreements,” certain NEOs have employment agreements which do not permit any reduction in their base salaries.

Bonuses
Compensation Committee’sand Stock Option Committee Philosophy

Annual cash bonuses for executives and certain other key employees are payable under the Company’s Executive Incentive Plan. The Compensation Committee designs the Executive Incentive Plan (annual cash bonus)is generally designed to be directly consistent withreward executives based on the Company’s annual financial performance. This plan allowsprovides for a potentially significantan annual cash bonus based on the Company’s achievement of pre-established annual goals, related towhich these typically have been (1) increases in earnings per share, (2) growth in loans receivable, (3) expense control, and (4) charge-off control. The Compensation Committee selected theseloan charge-offs. These goals are intended to motivate and reward the maximization of shareholder value based on itsthe Compensation and Stock Option Committee’s belief that earnings per share is the most direct measure ofprimary factor in determining long-term shareholder value and that growth in loans receivable, combined with expense control and charge-off control, are the three most significant determinants of earnings per share. For the Division Senior Vice Presidents, of Operations, the Executive Incentive Plan also has a component that is based on the annual financial performance of their respective divisions.
How The Compensation and Stock Option Committee also retains the Company Chose Amounts and/or Formulas Useddiscretion to Determineaward bonuses outside of the Fiscal 2015 Executive Incentive Plan to the extent it may determine appropriate in particular circumstances, although such bonuses are not common.

It is the Compensation Committee’s objective to have a substantial portion of each officer’s compensation contingent on the Company’s performance, as well as upon his or her own level of performance and contribution towards the Company’s performance.
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Fiscal Year 2017 Executive officers, as well as non-executive officers and other employees, receive bonus compensation in the event certain specified corporate performance measures are achieved.Incentive Plan Awards
The Executive Incentive Plan represents the annual cash bonus, which is formula-basedprovides an opportunity for executives and established as an opportunitycertain other key employees to earn a certain percentage of base salary based on the extent to which the Company, and in certain cases, the executive and/or that executive’sparticipant’s division, achieve particular performance goals that are established at the beginning of each fiscal year. The particular Company performance goals relate to specified levels of earnings per share, loan growth, generalFor fiscal year 2017, the Compensation and administrative expenses as a percent of revenue, and net charge-offs as a percentage of average net loans. The CompensationStock Option Committee selected the threshold, target and maximum award percentagesperformance levels for each Company goal based primarily on historical performance and the fiscal 2015year 2017 budget. The divisional goals were set by the CEO. As an officer’s level of responsibility increases, it is the Compensation and Stock Option Committee’s intent to have a greater portion of the officer’s total compensation be dependent upon the Company’s performance rather than on the performance of individual business units. Therefore, for Ms. Matricciani, Mr. McLean’s,Calmes, Mr. Calmes',Dyer and Ms. Matricciani's fiscal 2015Bullock, Executive Incentive Plan was tied 100% to the Company’sbonuses in fiscal year 2017 were based entirely on Company performance measures. The fiscal 2015year 2017 Executive Incentive Plan performance goals for Mr. Walters and Mr. Sauza wasTinney were split between the same Company performance measures that are used for the CEO, COOdescribed above and CFO and divisional performance measures forspecific to their own operating units.respective divisions. The Compensation and Stock Option Committee has the discretion to pay a minimum bonus amount in the event of unusual circumstances where the threshold performance objectives are not met. After the end of each fiscal year, the Compensation and Stock Option Committee determines the extent to which the Company goals have been met and the amount of the bonuses, if any, that have been earned by plan participants.
Approximately 74.8%54.5% of the aggregate amount of annual bonuses, which include the Executive Incentive Plan bonuses earned by Company employees in fiscal 2015year 2017 was awarded to employees who are not NEOs.

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The following table reflects the range of potential minimum and maximum Executive Incentive Plan awards (as a percentage of base salary) for each of the NEOs:NEOs for fiscal year 2017. See “2017 Summary Compensation Table” below for actual award amounts.
  
Minimum (1)
 % of Salary - Threshold % of Salary – Target % of Salary - Maximum 
A.A. McLean III 25.0% 50.0% 100.0% 150.0 %
(2) 
John L. Calmes, Jr. 20.0% 40.0 % 80.0% 120.0 %
(2) 
Janet Lewis Matricciani 22.5% 45.0 % 90.0% 135.0 %
(2) 
James D. Walters 6.7% 33.3% 66.7% 100.0 %
(3) 
Francisco J. Sauza 33.3% 41.7% 83.3% 125.0 %
(4) 
  
Minimum (1)
 % of Salary - Threshold % of Salary – Target % of Salary - Maximum 
Janet Lewis Matricciani 25.0% 50.0 % 100.0% 150.0 %
(2) 
John L. Calmes, Jr. 20.0% 40.0 % 80.0% 120.0 %
(2) 
D. Clinton Dyer 20.0% 40.0 % 80.0% 120.0 %
(2) 
Tara E. Bullock 10.8% 21.7% 43.3% 65.0 %
(2) 
Jeff L.Tinney 6.7% 33.3% 66.7% 100.0 %
(3) 
(1)The Compensation and Stock Option Committee, in its discretion, may elect to award the minimum formulabonus amount calculated assumesif the Company meets none of its goals.threshold performance goals are not met.
(2)This NEO iswas eligible to earn thisthe maximum percentage of his or her base salaryaward amounts based upon the achievement of the Company performance measures.
(3)Mr. Walters isTinney was eligible to earn a maximum of 40% of his base salary upon the achievement of the Company performance measures and 60% of his base salary upon the achievement of his divisional performance measures.
(4)Mr. Sauza is eligible to earn a maximum of 50% of his base salary upon the achievement of the Company performance measures and 75% of his base salary upon the achievement of his divisional performance measures.

The following table reflects the particular Company-level performance targets for fiscal 2015,2017, as well as the Company’s actual level of achievement on each of these measures for fiscal 2015:2017:

Threshold Target Maximum Actual 
Target weight as a % of total bonus
(CEO, CFO, COO
and Former CFO)
 Target weight as a % of total bonus (SVP Southern Division) Target weight as a % of total bonus (SVP Mexico DivisionThreshold Target Maximum Actual 
Target weight as a % of total bonus
(CEO, CFO, EVP, and General Counsel)
 Target weight as a % of total bonus (SVP Western)
EPS$10.58 $10.85 $11.12 $11.90 40% 16% 16%$8.66 $8.75 $10.50 $8.38 40% 16%
Loan Growth6.8% 9.8% 11.8% -0.2% 30% 12% 12%(3.9)% (3.5)% 0.0% (0.7)% 30% 12%
G&A expenses (less amortization expense) as a percentage of revenue (2)
49.8% 48.8% 48.0% 49.3% 20% 12% 8%
General and Administrative expenses (less amortization expense) as a percentage of revenue52.9% 51.9% 50.0% 50.2% 20% 12%
Net charge-offs15.0% 14.5% 14.0% 12.9% 10% 
N/A (1)
 4%14.9% 14.4% 13.9% 15.7% 10% 
N/A (1)
Total EIP – Based on Company Performance Measures as a percent of total bonus100% 40% 40%
Total Executive Incentive Plan – Based on Company Performance Measures as a percent of total bonusTotal Executive Incentive Plan – Based on Company Performance Measures as a percent of total bonus100% 40%

(1)Mr. Walters’Tinney's divisional net charge-offs are included in his specific divisional performance measures. Therefore, the Company net charge-offs are excluded.
(2)
The G&A performance targets as well as the Company's actual level of achievement excludes the adjustments for deferred origination costs under Accounting Standards Codification 310-20, Nonrefundable Fees and Other Costs described in footnote 1 to the Company’s audited financial statements for the fiscal year ended March 31, 2015, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015 filed with the SEC.


For the divisional operations piece of Mr. Walters’
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Executive Incentive Plan he is awarded pointsbonuses were paid to our named executive officers, based on the division’sachievement of the above metrics, as follows: Ms. Matricciani: $325,000; Mr. Calmes: $117,00; Mr. Dyer: $120,000; Ms. Bullock: $51,424; and Mr. Tinney: $66,650.

Annually, Mr. Tinney will receive 0.05% of his division's profit as well as $15,000 for each $750,000 of increased divisional profit, up to a maximum of $30,000. He will also receive a percentage of his base salary based on his performance for profit, charge-offs, delinquency, and loan balance growth. Pointsagainst specific goals that relate to strengthening areas of focus in his division which are awardedset by the CEO at the beginning of the year. The bonus percent paid will be based on the performance of the specific states that make up the Southern Division (South Carolina, Georgia, Alabama, Louisiana and Mississippi) based on branch profitability, receivable growth, loan losses and delinquency.

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Southern Divisional Performance Measures
Total points earnedIncentive as a percentage of base salary
0-40%
5-156
16-2312
24-3118
32-3924
40-4730
48-5736
58-6742
68-7748
78-8754
88+60

Points earned by Mr. Walters are based on the following goals:grid below.

GoalRange of Points
Loan Growth0-30
Pre-tax Profit0-20
Bad Debt Expense0-30
Delinquency0-20
Goal Performance Ranking Percentage Earned
1 0%
2 3%
3 6%
4 12%
5 18%

For the divisional operations piece of Mr. Sauza’s Executive Incentive Plan, he is awarded points based on the division’s performance for profit, loan balance growth, and general and administrative expense as a percent of revenue. Points are awarded based on the performance of the Mexico Division’s operations.
Mexico Divisional Performance Measures
Total points earnedIncentive as a percentage of base salary
0-425%
5-735
8-1045
11-1360
14-1675

Points earned by Mr. Sauza are based on the following goals:

GoalRange of Points
Loan Growth0 to 4
Pre-tax Profit0 to 4
G&A expenses as a percent of revenue0 to 4
Administration0 to 4


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Long-Term Incentive Plan (Stock Option and Restricted Stock Grants)Compensation
Compensation Committee’sand Stock Option Committee Philosophy

The Compensation and Stock Option Committee intends to use the Long-Term Incentive Planlong-term incentive compensation as a further means of attracting and retaining qualified and highly talented executive officers with a market competitive compensation program that supplements the base salary and Executive Incentive Plan elements with longer-term incentives ofprovided by stock options orand restricted stock. The Compensation and Stock Option Committee also believes that equity-based awards serve the useful purpose of fosteringfoster an ownership mentality in executives and aligningalign the value of a significant component of executive compensation to the value realized by the Company’s shareholders.
Company Stock Plans
The same key componentsCompany currently maintains two stock plans, the World Acceptance Corporation 2008 Stock Option Plan (the “2008 Plan”) and compensation philosophy, at differing amounts,the World Acceptance Corporation 2011 Stock Option Plan (the “2011 Plan”) pursuant to which the Company can grant incentive stock options to salaried employees and nonqualified stock options and restricted stock to employees and non-employee directors. The Company still has certain equity awards outstanding under two additional plans-the World Acceptance Corporation 2002 Stock Option Plan (the “2002 Plan”) and the World Acceptance Corporation 2005 Stock Option Plan (the “2005 Plan”). No additional awards may be granted under either the 2002 or 2005 Plan. Under the 2002, 2005, 2008 and 2011 Plans, stock options must have an exercise price that is equal to or greater than the fair market value of the stock as of the date of grant. Except in the case of adjustments to reflect corporate transactions such as a merger or stock dividend, the exercise price of options granted under the 2002, 2005, 2008 and 2011 Plans may not be reduced, directly or indirectly (for example, by substitution of new options with a lower exercise price) without shareholder approval. Awards are appliedsubject to key employees at all levels withinvesting conditions as determined by the Company.Compensation and Stock Option Committee.
OptionStock option and restricted stock awards under the Long-Term Incentive Planour 2002, 2005, 2008 and 2011 Plans are usually made in November each year at regularly scheduled Compensation Committee meetingsthe third quarter, when granted, or, as may be needed in the case of new hires, promotions, or inadvertent omissions of employees from the regularly scheduled annual grants,other special circumstances, at properly noticed special meetings. Each of the Company’s executive officers typically receives annual stock option grants or restricted stock under the Company’s stock option plans. All of the Company’s full-time employees are eligible for stock option grants through the Company’s stock option plans. During fiscal 2015,Approximately 100% of the stock options granted were to employees who are not executive officers. Approximately 87% and 23%49% of the stock options and restricted stock, respectively, granted in fiscal 2014year 2017 were granted to employees who are not executive officers.
The Company grants all equity-based awards at fair market value asNamed Executive Officers. Additional details of each of the date of grant. The value2002, 2005, 2008 and 2011 Plans are below.
2002 Plan 

No further awards could be issued under the 2002 Plan after May 14, 2012 pursuant to its terms.  Currently, 160 shares subject to stock options remain outstanding under the 2002 Plan.

2005 Plan 

No further awards could be issued under the 2005 Plan after August 1, 2015 pursuant to its terms.  Currently, 20,550 shares subject to stock options remain outstanding under the 2005 Plan.


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2008 Plan 

Currently, 75,620 shares subject to stock options and 85,318 shares of restricted stock grants andawards remain outstanding under the exercise price for2008 Plan.  A maximum of 1,000,000 shares of common stock option grants are determined by referencemay be issued pursuant to the last quoted price per share on the NASDAQ Stock Market at the close2008 Plan.  No more than an aggregate of business on the date of grant.
Option Awards400,000 shares can be issued to Named Executive Officers

There were no stock option orany individual pursuant to restricted stock awards over the duration of the plan, and no employee can be granted options in any calendar year for more than 75,000 shares. No more than 350,000 shares of common stock can be issued pursuant to Named Executive Officers during Fiscal 2015.incentive stock options. The 2008 Plan is set to expire pursuant to its terms on August 6, 2018.

2011 Plan 

Currently, 771,811 shares subject to stock options and 26,043 shares of restricted stock awards remain outstanding under the 2011 Plan.  A maximum of 1,500,000 shares of Common Stock may be issued pursuant to the 2011 Plan. No more than an aggregate of 400,000 shares can be issued to any individual pursuant to restricted stock awards over the duration of the plan, and no employee can be granted options in any calendar year for more than 75,000 shares.  No more than 400,000 shares of common stock can be issued pursuant to incentive stock options. The 2011 Plan is set to expire pursuant to its terms on August 3, 2021.

The Compensation and Stock Option Committee and the Board have approved the World Acceptance Corporation 2017 Stock Incentive Plan, subject to shareholder approval. The Board recommends approval of this plan, as discussed further in Proposal 4.

Fiscal Year 2017
On October 3, 2016, the Company granted 72,090 shares of restricted stock to the NEOs, certain other key executives and non-employee directors and non-qualified stock options for 59,400 shares of Common Stock to other employees with an exercise price of $51.41. One-third of these awards will vest on each anniversary of the grant date contingent on the recipient’s continued service with the Company on such respective vesting date. The Company also gave $2.2 million in cash bonus incentives to certain employees which will payout in one-third increments on the anniversary of the grant date over the next three years, contingent on the recipient’s continued service with the Company on each anniversary date.
Post-Employment Compensation
Compensation and Stock Option Committee Philosophy
The Compensation and Stock Option Committee believes that providing supplemental retirement income to key executives under the Company’s supplemental executive retirement plans is appropriate to recognize service to the Company and the limitations on an executive’s ability to ensure significant retirement income through the Company’s 401(k) retirement plan due to the contribution limitations applicable to such plans under applicable law. Severance compensation is provided under employment agreements with certain executive officers (see “Executive Compensation-Employment Agreements” below) to attract and retain critical executive talent and to facilitate management stability and provide executive’s some protection in the event of their termination without cause or constructive discharge, including in situations involving a change in control of the Company.
Supplemental Executive Retirement Plans
The Company has instituted aestablished the World Acceptance Corporation 2005 Supplemental Executive RetirementIncome Plan (the “SERP”“2005 Supplemental Income Plan”), which is a non-qualified executive benefit plan in which the Company agrees to pay the participating executive additional benefits in the future, usually at retirement, in return for continued employment by the executive.. Based on the CEO’s recommendations, the Compensation and Stock Option Committee approves the key executives who participate in the SERP.plan. The SERP2005 Supplemental Income Plan is an unfunded plan, which means there are no specific assets set aside by the Company to fund its obligations under the plan. The executive hasparticipating executives have no rights under the plan beyond those of a general creditor of the Company. There are currently 13 participants inGenerally, if a participant terminates employment after reaching normal retirement age (age 65), the SERP, including 6 executive officers, 2 other senior level officers, 4 retired participants, and the beneficiary of 1 deceased participant. The SERP contracts provide forparticipant is entitled to receive a retirementmonthly benefit ofequal to 45% of the participant’s finalhis or her base salary multiplied by a “Daysat the time of Service Fraction” should the participant elect earlyhis or her retirement for a period of 15 years. NoA participant will be grantedis eligible for an early retirement untilbenefit if the participant has reachedterminates employment after reaching age 57, provided that he or she has been a participant ofparticipated in the plan for at least 8 years, and obtains permission fromyears. The early retirement benefit is a pro-rated portion of the Boardnormal retirement benefit, based on the days of Directors. More information regardingservice the SERP is set forth below under “Executive Compensation – Supplemental Executive Retirement Plan.”
In May 2009,participant has accrued at his or her early retirement date compared to the Company instituteddays of service that he or she would have accrued if he or she had continued employment until normal retirement age. If a second SERP to meet particular needs to provide one senior level officer the same type of benefits as the original SERP but for which he would not have been able to meet the requirements due to age. The participant retired during fiscal 2015. This SERP is also an unfunded plan, with no specific assets set asidedies while still employed by the Company or while receiving Company-sponsored long-term disability benefits, the participant is eligible to receive the normal retirement benefit regardless of age. If the Company terminates a participant (other than for malfeasance, dishonesty or similar wrongdoing) or the participant terminates employment due to disability, the participant will receive a normal or early retirement benefit (depending on whether termination occurs before or after normal retirement age), as the age 57 and 8 years of participation requirements for early retirement benefits do not apply in connection withsuch circumstances. If a participant voluntarily terminates employment before qualifying for early or normal

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retirement or if the participant is terminated due to malfeasance, dishonesty or other similar wrongdoing, the participant is not entitled to any benefits under the plan.
There are currently 16 participants in the 2005 Supplemental Income Plan, including five executive officers, 10 retired participants and the beneficiary of one deceased participant. All of the NEOs participate in the the 2005 Supplemental Income Plan.
Severance Compensation under Employment Agreements
As described below under “Executive Compensation -- Employment Agreements,” certain NEOs have employment agreements pursuant to which they are entitled to severance payments and benefits upon termination of employment under certain circumstances.
Other Employee Benefits and Perquisites:

In order to attractprovide competitive compensation and retain top caliberbenefits to its executives, and to pay them market levels of compensation, the Company provides NEOs and certain other employees the following benefits and perquisites:
Medical Insurance. The Company makes available to each NEO and the NEO’s spouse and dependents such health and dental insurance coverage as the Company may from time to time make available to its other employees, officers and executives. The Company pays the same portion of the premiums for this insurance as it does for all of its employees.
Life and Disability Insurance. The Company provides each NEO the same group long-term disability and life insurance as the Company in its sole discretion may from time to time provide to its other officers and employees. As described below under “Executive Compensation - Employment Agreements,” the Company has entered into employment agreements with certain NEOs that requires the Company to provide specified minimum levels of long-term disability insurance coverage. In addition, if the individual becomes disabled, the Company will provide short-term disability benefits in the form of continued payment of his or her base salary for up to 90 days.

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Deferred Compensation. The Company maintains for its senior and executive officersexecutives a Non-Qualified Deferred Compensationnon-qualified deferred compensation plan, the World Acceptance Corporation 2005 Executive Deferral Plan. No executive officersNEOs currently participate in this plan, and the plan is unfunded. The plan permits participants in the Executive Incentive Plan to defer payment of all or a portion of any bonus earned under the Executive Incentive Plan. The plan does not provide for any Company contributions of any kind.
Defined Contribution Plan. The Company offersNEOs are eligible to all of its eligible employees, including its NEOs, a retirement plan pursuant toparticipate in the sectionCompany’s 401(k) of the Internal Revenue Code (the “401(k) Plan”), a tax qualified retirement plan. The 401(k) Planplan permits eligible employees to defer up to 15% of their annual eligible compensation, subject to certain limitations imposed by the Internal Revenue Code. The employees’Employee elective deferralsdeferral contributions are immediately vested and non-forfeitable in the 401(k) Plan.non-forfeitable. The Company makes a matching contribution equal to 50% of the employees’an employee’s elective deferral contributions for the firstnot exceeding 6% of the employee’s annual eligible deferred compensation, which vestscompensation. Matching contributions vest over a 6-yearsix-year period.
Company Car. The Company provides each NEO and each of its other officer-level employees the unrestricted use of a Company car at no expense to the officer employee.officer.
Company Aircraft. The Company allowsaircraft was sold in fiscal year 2016. Prior to that time, the Company allowed NEOs and their spouses or family members to fly on the Company aircraft when used concurrently with an official Company function. No other personal use of the Company aircraft iswas allowed.
Other. The Company makes available certain perquisites or fringe benefits to executive officers and other employees, such as professional society dues, club dues, food, and recreational fees incidental to official Company functions.

Tax and Accounting Considerations
TimingSection 162(m) of Compensation Decisions
the Code (“Section 162(m)”) generally denies a corporate income tax deduction for annual compensation in excess of $1,000,000 paid to any of the Named Executive officer and non-executive officerOfficers (other than the CFO). Certain types of compensation, including performance-based compensation, are typically reviewed earlygenerally excluded from this deduction limit. Historically, the total annual compensation of each of the Company’s executive officers, including the CEO, has been less than $1,000,000, so the effects of Section 162(m) have not been a significant consideration in eachdetermining our executive compensation.
During our fiscal year after2017, all of the compensation paid to our Named Executive Officers was deductible by the Company for federal income tax purposes, and we believe that in fiscal year 2018 all compensation paid to our Named Executive Officers will be deductible by the Company for federal income tax purposes.
Compensation Policies and Risk Management

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On an ongoing basis, the Compensation and Stock Option Committee monitors the Company’s executive compensation programs for potential risks as part of the overall risk oversight function of the Board of Directors. See above under “Corporate Governance-Board Risk Oversight” and “Corporate Governance-Committees of the Board of Directors-Compensation and Stock Option Committee.” The Compensation and Stock Option Committee does not believe that the Company’s executive compensation programs encourage excessive or inappropriate risk taking.
Say-on-Pay
The Company provides its shareholders with the opportunity to cast an annual advisory vote, commonly known as a review“say-on-pay” proposal, on the compensation of the executive officers named in the Summary Compensation Table of the annual financial statements, operating objectivesproxy statement. At our 2016 annual meeting of shareholders, our Named Executive Officer compensation was approved by over 92% of the votes cast. The Compensation and personal objectives forStock Option Committee believes that this vote affirms that a majority of our shareholders support the priorCompany’s approach to executive compensation, and accordingly the Compensation and Stock Option Committee did not make substantial changes to the structure of the Company’s executive compensation program in fiscal year has been completed and as the budget for the coming fiscal year is being finalized.2017.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation and Stock Option Committee may, however,has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on the review salaries or grant stock options or restricted stock at other times as a result of new appointments, promotions or for other reasons duringand discussion referred to above, the year. The following table summarizes the approximate timing of the more significant compensation events:

EventTiming
Set Board and Compensation Committee meeting dates
At least 1 year prior to meeting dates. Board meetings have historically been held in February, May, August and November.

Regularly scheduled Compensation Committee meeting dates historically have been in May and November.

Establish executive and non-executive officer financial and personal objectives
May or June of each fiscal year for the current year.

Review and approve base salary for
executive and non-executive officers
May of each fiscal year for the current year. (Base salary adjustments are typically effective as of June 1)

Determine stock option grants and restricted
stock grants for executive officers, non-
executive officers, and other employees
Generally November of each fiscal year.



21


Summary Compensation Table
The following table includes information concerning compensation for each of the three full fiscal years ended March 31, 2015, 2014 and 2013 (or the portion thereof in the case of the NEOs who joined the Company in Fiscal 2014)Stock Option Committee recommended to the five NEOs, includingBoard of Directors that the CEO, CFO,Compensation Discussion and three other most highly compensated executive officers of the Company who were serving as such as of March 31, 2015.Analysis referred to above be included in this Proxy Statement.
Compensation and Stock Option Committee
Name and
Principal
Position
YearSalaryBonus
Stock
Awards
Option
Awards
Non-Equity
Incentive Plan
Compensation
Change in Pension
Value and Non-
qualified Deferred
Compensation
Earnings
All Other
Compensation
Total
  ($)($)($)($)($)($)($)($)
  (1) (2)(2)(3)(4)(5) 
A.A. Mclean, III2015454,479———422,444121,11769,1471,067,187
Chief Executive Officer2014443,394———232,782100,42161,400837,997
 2013432,250—7,569,5002,342,600391,230118,33254,10810,908,020
          
John L. Calmes, Jr.2015167,500———139,860—20,232327,592
Vice President and201460,000—1,371,300455,89225,200—8,4001,920,792
Chief Financial Officer2013————————
          
Janet Lewis Matricciani2015302,604———291,37576,48418,224688,687
Chief Operating Officer201465,625—2,182,900537,98227,563—6,6002,820,670
 2013————————
          
James D. Walters2015198,492———79,84736,93415,878331,151
Senior Vice President–2014192,867———75,86133,16419,700321,592
Southern Division2013185,764—2,222,400720,800121,08837,94635,6473,323,645
          
Francisco J. Sauza2015240,888———183,71189,68024,084538,363
Senior Vice President–Mexico2014234,061———181,40182,10119,800517,363
 2013225,441—2,222,400720,800170,43185,12912,1553,436,356
Ken R. Bramlett, Jr., Chairman

Scott J. Vassalluzzo
(1)Base salary for the NEOs is based upon experience, overall qualifications, and information about compensation offered to executive officers of similar qualifications and experience at similar companies as discussed further above in “—Elements of the Company’s Compensation Program—Base Salary.” Base salary earned from April 1 to March 31 of the respective years.
(2)The amounts in these columns reflect the aggregate grant date fair value determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 13 to the Company’s audited financial statements for the fiscal year ended March 31, 2015, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015 filed with the SEC (the “2014 Form 10-K”).
(3)This compensation was earned under the Company’s Executive Incentive Plan, as described further above under “—Elements of the Company’s Compensation Program—Executive Incentive Plan” and is based on the Company’s achievement of pre-established annual goals related to increases in earnings per share, growth in receivables, expense control and charge-off control.
(4)These amounts consist of the increase in the present value of the accumulated benefit at retirement of the NEO’s benefit under the Company’s SERP.
(5)Components of All Other Compensation are included in a separate table below.
Charles D. Way


Components of All Other CompensationEXECUTIVE COMPENSATION
Benefits and Perquisites 
McLean(1)
 Calmes Matricciani Walters Sauza
Company auto 46,776
 18,490
 17,414
 7,403
 13,705
Company contributions to 401(k) Plan 11,531
 1,420
 —
 7,851
 7,851
Term life insurance premiums 3,564
 322
 810
 624
 2,528
Personal use of corporate plane 5,812
 —
 —
 —
 —
Club dues 1,464
 —
 —
 —
 —
Total 69,147
 20,232
 18,224
 15,878
 24,084

(1)The reported aggregate incremental cost for Mr. McLean's use of a Company-owned auto includes the annual lease value, fuel, maintenance, taxes, and insurance related to his usage.

Supplemental Executive Retirement Plan

22


As discussed above under “—Elements of the Company’s Compensation Program – Post-Employment Compensation,” the Company has a SERP, in which four NEOs participate.
The expected benefits associated with the retirement of any of the three NEOs at March 31, 2015, assuming retirement at projected base salary at the number of years of credited service, are indicated in the table below.
In the event of a participant’s death, the SERP is payable to the participant’s beneficiary or estate as if the participant had retired at 65 years of age.
Name 
Number of Years
Credited Service
(#)
 
Present Value
of Accumulated
Benefit at Retirement
($)
(1)
 
Present
Value of Accumulated Benefit at Death
($)
(2)
 
Payments During
Last Fiscal Year
($)
A. A. McLean 25 1,782,139
 1,995,995
 —
Janet L. Matricciani 1 76,484
 1,529,679
 —
J. D. Walters 19 436,215
 872,430
 —
F. J. Sauza 9 635,262
 1,058,770
 —

(1)Based on the assumptions disclosed in footnote 13 of the Company’s 2015 Form 10-K and on the assumption the NEO retires at age 65.
(2)Present value of SERP benefits payable at death was calculated as 45% of the executive’s base salary for 15 years assuming a 6% interest rate.
The Role of Employment Agreements
The Company maintainshas entered into employment agreements with Mr. McLean, Mr. Sauza,Janet Lewis Matricciani, our CEO, John L. Calmes, Jr., our CFO, D. Clinton Dyer, our Executive Vice President - Branch Operations and Ms. Matricciani, which are described below in more detail under “—Employment Agreements.”Tara E. Bullock, our Senior Vice President and General Counsel. The Compensation and Stock Option Committee believes that the employment agreements are necessary to secure the services of those individuals on the terms and conditions stated in the agreements, and to provide management stability should there occur a significant corporate change in control event. Mr. McLean's and Mr. Sauza's employmentAs described in greater detail below, these agreements had initial three-year terms expiring on May 20, 2010 and May 31, 2011, respectively, subject to automatic extension as described below. These agreements generally provide for the payment of severance benefits above and beyond compensation accrued throughin the date of separation in cases in which the executive is terminated without cause or is constructively discharged. In casesevent of a change in control, of the Company (as generally defined under the agreements in accordance with Section 409A of the Internal Revenue Code), the severance benefits are triggeredbut only in the event there is both a change in control andif the executive is terminated without cause or constructively discharged within two years following the change in control, exceptand for the payment of certain severance benefits even if no change in control has occurred in the case of Mr. Sauza, whose benefits are triggered within one year following a change in control.event the executive's employment is terminated without cause or for good reason. The Compensation and Stock Option Committee believes that the change in control severance triggers in these agreements strike an appropriate balance between Company and shareholder concerns about executive retention in the event of a change in control versusand the executives’ legitimate concerns regarding termination or diminution of duties in such an event.
Matricciani Employment AgreementsAgreement
Effective May 21, 2007,
In connection with her appointment as Chief Executive Officer of the Company, Ms. Matricciani entered into an employment agreement with the Company effective November 19, 2015. The employment agreement has an initial three-year term, after which it will automatically renew for successive one-year terms unless either party provides notice of intent to terminate at least 90 days prior to expiration of the then current term. Under the employment agreement, Ms. Matricciani is entitled to an annual base salary of not less than $500,000, subject to any increases approved by the Compensation and Stock Option Committee. Her annual base salary may not be reduced. Under the employment agreement, Ms. Matricciani is generally eligible to participate in the Company’s annual and long-term incentive compensation plans established by the Compensation and Stock Option Committee from time to time. The employment agreement requires the Company to provide long-term disability insurance that will provide disability benefits equal to 60% of Ms. Matricciani’s base salary, and Ms. Matricciani is entitled to participate in the Company’s Second Amended and Restated 2005 Supplemental Income Plan (described further below under “- Executive Compensation Program-Post-Employment Compensation”). Under the employment agreement, the Company provides Ms. Matricciani with an automobile (including maintenance and insurance) at Company expense, and she is eligible to participate in other compensation and benefits programs and arrangements for which salaried employees of the Company are generally eligible.

22


The employment agreement provides for the following payments to Ms. Matricciani in the event of termination of her employment:
If the Company terminates Ms. Matricciani’s employment without cause or if Ms. Matricciani terminates her employment for “good reason”, (a) she will receive payment for her accrued base salary, vacation pay, expenses, and annual bonus for the prior fiscal year, if such annual bonus has not already been paid, as well as any vested benefits due under any Company benefit plans or programs; (b) she will receive severance pay in an amount equal to twice the sum of (i) her base salary in effect immediately prior to her termination and (ii) the average of annual the bonus she received over the three-year period prior to termination (or if termination occurs on or before September 30, 2017, an amount equal to 100% of her target bonus for the fiscal year in which the termination occurs); (c) her stock options and other incentive awards will vest and become exercisable in accordance with the terms of the applicable plans and award documents, provided that all purely time-based-vesting awards will fully vest as of the termination date and no portion of any award subject to performance-based vesting will vest pursuant to the employment agreement; (d) she will receive a lump sum payment equal to the total premiums she would be expected to pay for eighteen (18) months of COBRA coverage; and (e) she will receive a prorated annual incentive plan payment for the year in which her termination of employment occurs.
If the Company terminates Ms. Matricciani’s employment for cause or she terminates her employment without good reason (including by giving notice that she will not extend the term of the employment agreement), she will only receive her accrued compensation through the termination date and any vested benefits due to her under Company plans or programs.
If Ms. Matricciani’s employment is terminated by the Company without cause or by Ms. Matricciani with good reason within two (2) years of a change in control of the Company (as defined in the employment agreement), the Company will make a lump sum payment to Ms. Matricciani equal to the sum of (a) her accrued compensation prior to termination; (b) an amount equal to the total premiums she would be expected to pay for eighteen (18) months of COBRA coverage; (c) a pro-rata annual incentive for the fiscal year in which the termination occurs; and (d) twice the sum of her highest base salary between the day before the change in control and the effective date of her termination and her average annual bonus averaged over the three-year period prior to termination (or if termination occurs on or before September 30, 2017 then an amount equal to 100% of her target bonus for the fiscal year in which the termination occurs). In addition, her stock options and other incentive awards will vest and become exercisable in accordance with the terms of the applicable plans and award documents.
The Company is required to purchase disability insurance for Ms. Matricciani that provides a disability benefit equal to 60% of her base salary. If her employment is terminated due to her disability, the Company will continue to pay her base salary in effect at the time of termination for a period of 24 months but only at such times as she is not receiving benefits under her disability insurance. In addition, she will be entitled to receive (a) all compensation accrued through the date of termination; (b) vested benefits due under the Company’s benefit plans; and (c) a prorated annual incentive plan payment.
In the event of Ms. Matricciani’s death, the Company will be obligated to pay her estate (a) all compensation accrued through the date of termination; (b) any vested amounts due under the Company’s benefit plans; and (c) a prorated annual incentive plan payment.
Under the agreement, “cause” generally means Ms. Matricciani’s (i) gross misconduct or gross neglect in respect of her duties for the Company; (ii) conviction of (or plea of nolo contendere to) a felony or of a misdemeanor where active imprisonment is imposed; (iii) knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s business operations; (iv) falsification of Company records or engaging in theft, fraud, embezzlement, dishonesty or other conduct that has resulted or is likely to result in material damage to the Company’s or any of its affiliates’ business or reputation; (v) failure to comply with reasonable written directives of the Board, which is not remedied within thirty (30) days after receipt of written notice specifying such failure; (vi) the willful and material violation of the Company’s policies, including its Code of Ethics; and (vii) the willful failure to reasonably cooperate with any investigation authorized by the Board, which failure would reasonably be expected to have a material adverse effect on the Company.
Under the agreement, “good reason” generally means: (i) a material diminution in Ms. Matricciani’s base salary; (ii) a material diminution in her authority, duties or responsibilities; (iii) a material diminution in the budget over which she retains authority; (iv) requiring her to relocate her principal place of employment more than thirty-five (35) miles from the Company’s present headquarters; (v) a material breach of the agreement by the Company; or (vi) the failure of the Company to renew the agreement.
Under the agreement, “change in control” generally means any of the following events:
(i) The consummation of (a) a merger, share exchange or similar transaction involving the Company or any subsidiary, but only if Company voting securities are issued or issuable; or (b) the sale or other disposition of all or

23


substantially all of the assets of the Company, unless, in either case, immediately after the transaction (1) the beneficial owners of the Company’s voting securities continue to own more than seventy percent (70%) of the voting power of the voting securities of the surviving company in substantially the same proportions as their ownership of the Company’s voting securities prior to the transaction; (2) no person (excluding any employee benefit plan sponsored by the surviving company or any company controlled by the surviving company) owns thirty-five percent (35%) or more of the combined voting power of the voting securities of the surviving company, and (3) at least a majority of the members of the board of directors of the surviving company are Incumbent Directors (as defined below);
(ii) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a sale of the Company’s assets that does not constitute a change in control;
(iii) if (a) any person acquires ownership of, or voting control over, twenty percent (20%) or more of the Company’s outstanding stock, in a single transaction or in a series of transactions occurring within a twelve-month period (an “Acquiring Person”); provided that no person may become an Acquiring Person on account of: (1) any acquisition of stock by the Company or any subsidiary; (2) any acquisition of stock by an underwriter temporarily holding such securities pursuant to a securities offering; (3) any acquisition of stock by any employee benefit plan sponsored by the Company or any subsidiary; and (4) any acquisition of stock related to a merger, share exchange or similar transaction that that does not otherwise constitute a change in control; and (b) a majority of the members of the Board of Directors are or become individuals who are (1) the Acquiring Person; (2) affiliates of the Acquiring Person; and/or (3) individuals whose initial assumption of office as a director occurs as a result of (A) an actual or threatened election contest or solicitation of proxies by or on behalf of the Acquiring Person or (B) the recommendation or request of the Acquiring Person or any member of the Board who is an affiliate of the Acquiring Person; or
(iv) During any period of twenty-four (24) consecutive months, individuals who were members of the Board of Directors at the beginning of such period (the “Incumbent Directors”) at any time during such period cease to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director during such period whose appointment, election or nomination was approved by a vote of at least a majority of the existing Incumbent Directors shall be considered as an Incumbent Director (excluding, however, any such individual whose became a director as a result of an actual or threatened election contest or solicitation of proxies by or on behalf of a person other than the Board of Directors).
The employment agreement requires Ms. Matricciani to execute a release of legal claims against the Company in order to receive any of the severance benefits provided by the employment agreement. The employment agreement also restricts Ms. Matricciani from engaging in certain acts of competition with the Company and from soliciting the Company’s employees or inducing them to leave their employment with the Company during the term of the employment agreement and for a period of two years after the termination of her employment. She has also agreed to confidentiality and non-disparagement obligations that the Company believes are customary.
Calmes Employment Agreement
On November 19, 2015, the Company entered into an employment agreement with Mr. A. Alexander McLean, III, its Chief Executive Officer. Effective JuneCalmes. Mr. Calmes’ employment agreement is substantially similar to Ms. Matricciani’s employment agreement with respect to compensation and benefits except that (a) Mr. Calmes’ base salary is initially $225,000; and (b) the severance payment in the event of termination by the Company without Cause or termination by Mr. Calmes with Good Reason, either within two years following a Change in Control or otherwise, is two times his base salary.
Dyer Employment Agreement
On September 1, 2008,2016, the Company entered into an employment agreement with Mr. Francisco J. Sauza, its Senior Vice PresidentDyer. Mr. Dyer’s employment agreement is substantially similar to Ms. Matricciani’s employment agreement with respect to compensation and benefits except that (a) Mr. Dyer’s base salary is initially $240,000; and (b) the severance payment in the event of Mexico. These agreements had initial three-year terms, with original expiration dates of May 20, 2010 and May 31, 2011 respectively, but are subject to automatic extension for successive one-year periods thereafter unless eithertermination by the Company without Cause or termination by Mr. Dyer with Good Reason, either within two years following a Change in Control or otherwise, is two times his base salary.

24


Bullock Employment Agreement
On February 10, 2016, the executive gives noticeCompany entered into an employment agreement with Ms. Bullock. Ms. Bullock’s employment agreement is substantially similar to Ms. Matricciani’s employment agreement with respect to compensation and benefits except that (a) Ms. Bullock’s base salary is initially $182,570; and (b) the severance payment in the event of termination not less than 90 days priorby the Company without Cause or termination by Ms. Bullock with Good Reason, either within two years following a Change in Control or otherwise, is one times her base salary.
2017 Summary Compensation Table
The following table includes information concerning compensation for each of the three full fiscal years ended March 31, 2017, 2016 and 2015 for the Company’s NEOs, including the CEO, CFO, the three other most highly compensated executive officers of the Company who were serving as such as of March 31, 2017.
Name and
Principal
Position
YearSalaryBonus
Stock
Awards
Option
Awards
Non-Equity
Incentive Plan
Compensation
Change in Pension
Value and Non-
qualified Deferred
Compensation
Earnings
All Other
Compensation
Total
  ($)($)($)($)($)($)($)($)
  (1)(2)(3)(3)(4)(5)(6) 
Janet Lewis Matricciani2017515,000—751,100—325,000128,81531,6561,751,571
Chief Executive Officer2016436,667400,000404,100—100,000153,54323,8791,518,189
 2015350,000———291,37576,48418,224736,083
         
John L. Calmes, Jr.2017231,750—375,550—117,00035,05228,977788,329
Senior Vice President and2016212,040144,000202,050—36,00063,44330,095687,628
Chief Financial Officer2015187,500———139,860—20,232347,592
          
D. Clinton Dyer (7)
2017223,333—375,550—120,00092,26659,051870,200
Executive Vice President-2016189,39542,667101,025 88,00094,30120,138535,526
Branch Operations—————————
          
Tara E. Bullock (7)
2017188,047—188,161—51,42438,56622,405488,603
Senior Vice President-2016179,31057,20594,290—15,82399,74114,702461,071
General Counsel—————————
          
Jeff L. Tinney (8)
2017190,286—188,161—66,65031,9769,124486,197
Senior Vice President–—————————
Western Division—————————

(1)See “Compensation Discussion and Analysis-Executive Compensation Program -Base Salary” above regarding base salary adjustments for fiscal year 2017.
(2)Retention bonuses were paid in fiscal year 2016 as described in “Compensation Discussion and Analysis-Executive Compensation Program -Bonuses” above. One-third of these bonus amounts were paid on March 31, 2016 and the remaining two-thirds of these bonus amounts were paid on March 31, 2017.
(3)The amounts in these columns reflect the aggregate grant date fair value determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 in the Notes to Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the year ended March 31, 2017.
(4)This compensation was earned under the Company’s Executive Incentive Plan, as described further above under “Compensation Discussion and Analysis-Executive Compensation Program-Bonuses” and is generally based on the Company’s achievement of pre-established annual goals related to increases in earnings per share, growth in receivables, expense control and loan charge-off control. As described above, the Executive Incentive Plan provides discretion for the Compensation and Stock Option Committee to pay a minimum bonus under the plan in the event of unusual circumstances if a threshold performance measure is not achieved for a fiscal year, and the Compensation and Stock Option Committee elected to pay such a minimum bonus with respect to the earnings per share goal in fiscal year 2016 which is reported under the Bonus column. For fiscal year 2016, this column includes compensation earned under the Executive Incentive Plan on account of achievement of the general and administrative expense goal and divisional goals.
(5)These amounts consist of the increase in the present value of the accumulated benefit at retirement of the NEO’s benefit under the 2005 Company’s Supplemental Income Plan. As noted above, the Company maintains a nonqualified deferred compensation plan, but no NEOs are currently participating in the plan.
(6)Amounts in this column represent perquisites or personal benefits provided to the NEOs by the Company. Components of All Other Compensation in fiscal year 2017 are further described in a separate table below.
(7)Mr. Dyer and Ms. Bullock were not Named Executive Officers during fiscal year 2015.
(8)Mr. Tinney was not a Named Executive Officer during fiscal years 2015 or 2016.



25



Fiscal Year 2017 Components of All Other Compensation
Benefits and Perquisites Matricciani Calmes Dyer Bullock Tinney
Company auto (1)
 17,135
 17,810
 13,112
 17,084
 1,037
Company contributions to 401(k) Plan 12,293
 10,718
 6,158
 4,956
 7,719
Term life insurance premiums 480
 449
 461
 365
 368
Club dues 1,748
 —
 —
 —
 —
Relocation —
 —
 39,320
 —
 —
Total 31,656

28,977
 59,051
 22,405
 9,124

(1)Includes the aggregate incremental cost for use of a Company-owned auto (i.e., the annual lease value, fuel, maintenance, taxes, and insurance related to usage).

2017 Grants of Plan-Based Awards Table

The following table sets forth certain information with respect to awards made under the Executive Incentive Plan and the 2008 and 2011 Stock Options Plan for the fiscal year ended March 31, 2017 to each of the NEOs.
Name
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards (1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards
 
All Other
Stock
Awards:
Number
of
Shares of Stock or Units
(#) (2)
All Other Option Awards: Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards ($)
Grant Date Fair Value of Stock and Option Awards
($)
 
Threshold
($)
Target
($)
Maxi-mum
($)
Threshold
(#)
Target 1
(#)
Target 2
(#)
Maxi-mum
(#)
     
J.Lewis Matricciani260,000520,000780,000———— 14,610——751,100
             
John L. Calmes, Jr.93,600187,200280,800———— 7,305——375,550
             
D. Clinton Dyer96,000192,000288,000———— 7,305——375,550
             
Tara E. Bullock41,13982,278123,417———— 3,660——188,161
             
Jeff L. Tinney25,49650,99376,489———— 3,660——188,161
(1)Awards represent the NEO's cash bonus opportunity for fiscal 2017 under the Executive Incentive Plan.
(2)Granted on 10/3/2017 under the 2008 Stock Plan; vest one-third annually on each anniversary date

The terms of the fiscal year 2017 awards under the Executive Incentive Plan and the 2008 and 2011 Stock Option Plans are described above under “Compensation Discussion & Analysis - Executive Compensation Program - Bonuses” and ”Compensation Discussion & Analysis - Executive Compensation Program - Long-Term Incentive Compensation,” respectively.



26


Outstanding Equity Awards at Fiscal 2017 Year-End Table
The following table includes certain information with respect to the date on whichvalue at March 31, 2017 of all unexercised options and restricted shares previously awarded to the agreement would otherwise be automatically extended. NEOs.
 Option AwardsStock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
 
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
(1)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not Vested (#)
 
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units or Other
Rights That
Have Not
Vested
($)
(1)
J.Lewis Matricciani11,2503,750
(2) 
92.892/4/24      
J.Lewis Matricciani       24,6101,274,306
(7) 
 
            
J.L. Calmes10,1253,375
(3) 
86.5212/12/23      
J.L. Calmes       12,305637,153
(7) 
 
            
D. Clinton Dyer1,800— 43.0411/8/20      
D. Clinton Dyer12,0008,000
(4) 
74.0812/7/22      
D. Clinton Dyer       9,805507,703
(7) 
 
            
Tara E. Bullock5,2501,750
(5) 
89.2111/5/23      
Tara E. Bullock1,200600
(6) 
77.312/5/23      
Tara E. Bullock       5,970309,127
(7) 
 
            
Jeff L.Tinney5,400— 43.0411/8/20      
Jeff L.Tinney12,0008,000
(4) 
74.0812/7/202      
Jeff L.Tinney       6,160318,965
(7) 
 
(1)These amounts are based on the market value of the Company’s Stock at the close of business on March 31, 2017, which was $51.78.
(2)Stock options vest on 2/4/18; 2011 Plan.
(3)Stock options vest on 12/12/17; 2008 Plan.
(4)Stock options vest on 12/7/17; 2011 Plan.
(5)Stock options vest on 11/5/17; 2011 Plan.
(6)Stock options vest on 2/5/18; 2011 Plan.
(7)The restricted shares vest at a rate of 33% per year with the remaining vesting dates of 10/1/17, 10/1/18, and 10/1/19.

27


2017 Option Exercises and Stock Vested Table
The agreements provide for annual base salaries as specified for Mr. McLean, and Mr. Sauza, subject in each case to annual adjustment as determinedfollowing table includes certain information regarding amounts realized by the Compensation Committee. In conjunction withNEOs on account of the vesting of restricted stock during the fiscal year ended March 31, 2017. None of the NEOs exercised stock options during the fiscal year ended March 31, 2017.
  Stock Awards
Name 
Number of
Shares
Acquired on
Vesting
(#)
 Value
Realized
on
Vesting
($)
Janet Lewis Matricciani 5,000 245,200
John L. Calmes, Jr. 2,500 122,600
D. Clinton Dyer 1,250 61,300
Tara E. Bullock 1,190 58,358
Jeff L. Tinney 1,250 61,300

2017 Pension Benefits; Supplemental Executive Retirement Plan Table
The table below sets forth information regarding Named Executive Officer benefits under the Company’s annual performance review performed in May 2015,2005 Supplemental Income Plan described above under “Compensation Discussion & Analysis - Executive Compensation Program - Post-Employment Compensation.”
Name Plan Name 
Number of Years
Credited Service
(#)
 
Present Value
of Accumulated
Benefit
($)
(1)
 
Present
Value of Accumulated Benefit at Death
($)
(2)
 
Payments During
Last Fiscal Year
($)
Janet Lewis Matricciani 2005 Supplemental Income Plan 3 358,842
 2,272,666
 —
John L. Calmes, Jr. 2005 Supplemental Income Plan 3 98,495
 1,017,783
 —
D. Clinton Dyer 2005 Supplemental Income Plan 14 407,914
 1,048,923
 —
Tara E. Bullock 2005 Supplemental Income Plan 4 138,307
 829,842
 —
Jeff L.Tinney 2005 Supplemental Income Plan 30 611,519
 835,742
 —

(1)Based on the assumptions disclosed in Note 12 in the Notes to Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the year ended March 31, 2017.
(2) Present value of SERP benefits payable at death was calculated as 45% of the executive's base salary for Mr. McLean was increased to $472,680 from $456,696 and Mr. Sauza was increased to $250,732 from $242,253. These increases were effective June 1, 2015.15 years assuming a 6% interest rate.
The agreements further provide for payment, at the Company’s discretion, of annual cash incentive payments and equity
Potential Payments upon Termination or cash-based, long-term incentive compensation awardsChange in accordance with criteria established by the Board or the Compensation Committee, including participation in the Company’s Executive Incentive Plan, asControl.

Severance Benefits
As described above under “—Elements of the Company’s Compensation Program – Executive Incentive Plan.“Executive Compensation-Employment Agreements,” Each executive is alsoMses. Matricciani and Bullock, and Messrs. Calmes and Dyer are entitled to the use of a Company automobile (including maintenance and insurance) of a value commensurate with the executive’s position in accordance with the Company’s car policy and to participate in all other compensation benefits and programs and to receive such other benefits and perquisites as provided under any existing or future program for salaried employees. These benefits include the right to participate in the Company’s SERP in accordance with that plan, as described above.
McLean


23


Under the employment agreement with Mr. McLean the Company has agreed to provide him with long-term disability insurance benefits equal to 60% of the executive’s base salary at the time of disability. The agreement also provides for severance payments and the continuation of certain benefits if he isthey are terminated without cause or constructively discharged (as defined indischarged. In addition, under the agreement). In the event of such termination without cause or constructive discharge, including any such termination or discharge that occurs within two years after a change of control of the Company, he is generally2005 Supplemental Income Plan, participants are entitled to receive (i) a lump sum cash payment of accrued salary, unused vacation pay and any unpaid bonus earned for the yearbenefits if they are terminated prior to the fiscal year in which termination occurs, (ii) a prorated bonusdeath or retirement (other than for the portion of the fiscal year in which the termination occurs, calculated based on the average of the executive’s bonus payments for the preceding three years, (iii) severance pay equal to two years’ base salary and two years’ bonus (calculated as the average of the bonus paid to the executive over the three years prior to termination), payable over 24 months and (iv) the continuation of all other welfare and fringe benefits until the earlier of 24 months from the date of terminationmalfeasance, dishonesty or such time as he becomes employed and eligible for similar benefits from another company. In the event Mr. McLean is terminated without cause or is constructively discharged following a change in control, the severance payments described in item (iii) of the preceding sentence shall be payable in a lump sum, unless the termination occurs between the first and second anniversary of the change in control, in which case such severance payments shall be payablewrongdoing) as described in Item (iii). In the event his employment is terminated for reasons other than a without cause termination or constructive discharge, the Company is generally obligated to pay to him or his estate the amount of accruedabove under “Compensation Discussion and unpaid compensation due him through the date of termination.Analysis-

Under the employment agreement, Mr. McLean has agreed to observe certain confidentiality and non-compete obligations during the term of employment and for 24 months thereafter.
28


Matricciani

Under the employment agreement with Ms. Matricciani, her initial base salary was set at $350,000, subject to annual adjustment beginning in May 2015. The agreement also entitles her to participate in the Company’s Executive Incentive Plan. The agreement further provides that Ms. Matricciani is eligible to participate in other Company benefit programs on a basis commensurate with her position. The agreement also provides that if Ms. Matricciani is terminated from her position for other than cause, she will receive her then-current base salary for twelve months from the date of such termination. In conjunction with the Company’s annual performance review performed in May 2015, the base salary for Ms. Matricciani was increased to $385,000 from $350,000. This increase was effective June 1, 2015.

Sauza

Under the employment agreement with Mr. Sauza, the Company has agreed to provide Mr. Sauza with long-term disability insurance benefits equal to 60% of the executive’s base salary at the time of disability. This agreement also provides for severance payments and the continuation of certain benefits if the executive is terminated without cause or constructively discharged (as defined in the agreement). In the event of such termination without cause or constructive discharge, including any such termination or discharge that occurs within one year after a change of control of the Company, the executive is generally entitled to receive (i) a lump sum cash payment of accrued salary, unused vacation pay and any unpaid bonus earned for the year prior to the fiscal year in which termination occurs, (ii) a prorated bonus for the portion of the fiscal year in which the termination occurs, calculated based on the average of the executive’s bonus payments for the preceding three years, (iii) severance pay equal to one year’s base salary and one year’s bonus (calculated as the average of the bonus paid to the executive over the three years prior to termination), payable over 12 months and (iv) the continuation of all other welfare and fringe benefits until the earlier of 12 months from the date of termination or such time as the executive becomes employed and eligible for similar benefits from another company. In the event the executive is terminated without cause or is constructively discharged following a change in control, the severance payments described in item (iii) of the preceding sentence shall be payable in a lump sum. In the event the executive’s employment is terminated for reasons other than a without cause termination or constructive discharge, the Company is generally obligated to pay to the employee or his estate the amount of accrued and unpaid compensation due the employee through the date of termination.

Under this agreement, Mr. Sauza has agreed to observe certain confidentiality and non-compete obligations during the term of employment and for 12 months thereafter.

Compensation Program-Post-Employment Compensation.” The following table provides estimates of the amounts payable to Messrs. McLean, Sauza, and Ms. Matricciani under their employment agreements,Named Executive Officers assuming each washad been terminated without cause or constructively discharged on March 31, 2015.2017. Note that the table excludes unpaid salary accrued through the termination date and reimbursement of any unpaid business expenses. The table also does not include any amounts payable under the Executive Incentive Plan because under that plan, a participant who terminates employment at or after the end of a fiscal year is entitled to the same amount that they would have received if they had not terminated employment.

24


Name 
Salary Continuation
($)
 
Bonus Continuation
($)
 
Benefits Continuation
($)
(1)
 
Benefits from Accelerated Equity Vesting
($)
(2)
 
Total
($)
 
Salary Continuation
($)
 
Bonus Continuation
($)
 
Benefits Continuation
($)
(1)
 
Benefits from Accelerated Equity Vesting
($)
(2)
 Total
($)
A. A. McLean III 913,392 697,637 14,917 — 1,625,946
Janet Lewis Matricciani 350,000 — — — 350,000 1,040,000 494,250 12,420 1,274,306 2,820,976
Francisco J. Sauza 242,253 178,514 7,458 — 428,225
John L. Calmes Jr. 450,000 — 8,595 258,900 717,495
D. Clinton Dyer 480,000 — 12,420 223,228 715,648
Tara E. Bullock 189,873 — 6,405 309,127 505,405
Jeff L. Tinney — — — — —
(1)The benefits continuation payment represents 2418 months of healthCOBRA premiums for Ms. Matricciani and dental insurance for Mr. McLeanCalmes, and 12 months of such insuranceCOBRA premiums for Mr. Sauza,Ms. Bullock, based on the executive’s current insurance cost.premiums.
(2)Benefits from accelerated equity vesting representrepresents the difference between the Company’s March 31, 20152017 closing stock price and the option exercise price for any unvested shares,options, plus the March 31, 20152017 closing stock price for any unvested restricted stock shares.
These executives are entitled to benefits discussed in the section below entitled “-Disability Benefits.” Messrs. McLean and Sauza are also entitled to benefits discussed in the sections entitled “-Supplemental Executive Retirement Plan,” and “-Death Benefits.”
Death Benefits
Certain benefits become due upon the death of a Named Executive Officer, primarily life insurance benefits, benefits under the Company’s 2005 Supplemental Income Plan and vesting of stock awards. The Company also providesfollowing table shows the death benefits to certain NEOs, which are payable to each participant’s designated beneficiary or estate. The participant’s designated beneficiary will be entitled to receivethat would have been due in the proceeds of any life or other insurance or other death benefit programs. In addition,event that the beneficiaries will be eligible for SERP benefits according to the terms and conditions of that plan as if the executiverespective NEO had retired at age 65. Had any of the NEOs become deceaseddied on March 31, 2015,2017. The table does not include any amounts payable under the CompanyExecutive Incentive Plan because under that plan, a participant who dies at or after the end of a fiscal year is entitled to the same amount that they would have paid the following:received if he or she had not died.

Name 
Life insurance
proceeds
($)
(1)
 
Present Value of
SERP benefits
($)
(2)
 
Benefits from
Accelerated
Equity Vesting
($)
(3)
 
Benefits from Equity Vesting as if the participant was still employed
($)
(4)
 
Total
($)
 
Life insurance
proceeds
($)
(1)
 
Present Value of
SERP benefits
($)
(2)
 
Benefits from
Accelerated
Equity Vesting
($)
(3)
 
Benefits from Equity Vesting as if the participant was still employed
($)
(4)
 
Total
($)
A. A. McLean III 500,000 1,995,995 — 7,292,000 9,787,995
Janet Lewis Matricciani 500,000 2,272,666 1,274,306 1,274,306 5,321,278
John L. Calmes, Jr. 378,000 — — 1,476,630 1,854,630 450,000 1,017,783 637,153 637,153 2,742,089
Janet Lewis Matricciani 500,000 1,529,679 — 2,187,600 4,217,279
James D. Walters 399,234 872,430 53,784 2,241,384 3,566,832
Francisco J. Sauza 484,506 1,058,770 — 2,187,600 3,730,876
D. Clinton Dyer 480,000 1,048,923 507,703 507,703 2,544,329
Tara E. Bullock 379,746 829,842 309,127 309,127 1,827,842
Jeff L.Tinney 382,446 835,742 318,965 318,965 1,856,118

(1)Life insurance proceeds represent two times the participant’s base pay, not to exceed $500,000.
(2)Present value of SERPSupplemental Income Plan benefits payable at death was calculated as 45% of the executive’s base salary for 15 years, assuming a 6% interest rate.
(3)Benefits from accelerated equity vesting represent the difference between the Company’s March 31, 20152017 closing stock price and the option exercise price for any unvested stock options, plus the March 31, 20152017 closing stock price for any unvested restricted stock shares.
(4)Benefits from equity vesting as if the participant was still employed, amount represents the difference between the Company’s March 31, 20152017 closing stock price and the option exercise price for any unvested stock options, plus the March 31, 20152017 closing stock price for any unvested restricted stock shares. With respect to both the Group A and Group B restricted stock awards held by certain NEOs, such awards terminate immediately upon the termination of the recipient's employment with the Company or any subsidiary for any reason other than death, in which case the recipient's beneficiary will be entitled to receive the maximum number of shares that would have vested during the performance period assuming that the recipient had remained in the employment of the Company through the end of the performance period.



29


Disability Benefits
In the event ofthat an NEO’s employment terminates due to disability, the Company will continue to pay the NEO his or her salary for a period of 90 days. After the 90 days, the Company may terminate his or her employment, at which time the Company will provideNEO would be eligible for long-term disability payments of upbenefits. In addition, an NEO terminating employment due to 60% of the base salary at the time of disability until the NEO reaches age 65. At age 65 or at such time as the long-term disability payments cease, the NEO will begin to receive paymentsis eligible for benefits under the SERP plan.2005 Supplemental Income Plan. Had any of the NEOs become disabledterminated employment due to disability on March 31, 2015,2017, his or her benefits would have been as follows:set forth in the following table. The table does not include any amounts payable under the Executive Incentive Plan because under that plan, a participant who terminates employment (including due to disability) at or after the end of a fiscal year is entitled to same amount that he would have received if they had not terminated employment.

25


Name 
90 day
continuation pay
($)
(1)
 
Long-term
disability pay
($)
(2)
 
Present value of SERP benefits
($)
(3)
 
Total
($)
 
90 day
continuation pay
($)
(1)
 
Long-term
disability pay
($)
(2)
 
Present value of SERP benefits
($)
(3)
 
Total
($)
A. A. McLean III 114,174 502,382 1,776,429 2,392,985
Janet Lewis Matricciani 130,000 3,153,039 894,627 4,177,666
John L. Calmes, Jr. 47,250 1,560,932 — 1,608,182 56,250 1,809,832 199,109 2,065,191
Janet Lewis Matricciani 87,500 2,273,797 535,914 2,897,211
James D. Walters 49,904 1,296,824 305,650 1,652,378
Francisco J. Sauza 60,563 612,275 791,175 1,464,013
D. Clinton Dyer 60,000 1,694,027 308,546 2,062,573
Tara E. Bullock 47,468 1,306,697 258,749 1,612,914
Jeff L.Tinney 47,806 844,451 466,674 1,358,931
(1)Represents 3 months of the NEO’s current base salary.
(2)Long-term disability pay was calculated as the present value of 60% of the executive’s base pay from March 31, 20152017 until the executive reaches age 65. The present value calculation assumedassumes a 6% interest rate.
(3)SERP benefits in the event of an NEO’s disability wereare calculated as the present value of 45% of the executive’s base pay, at the time the executive was disabled, for 15 years beginning when the executive reaches age 65.executive's employment terminates due to disability. The present value calculation assumes an interest rate of 6%.
Stock OptionsChange in Control Benefits
Named Executive Officers with employment agreements are entitled to certain benefits if they are terminated in connection with a change in control as described above under “Compensation Discussion & Analysis - Employment Agreements.” In addition, under the terms of the outstanding stock option and Restricted Stock (Long-Term Incentive Plan)
restricted stock awards held by NEOs, those awards will fully vest upon a change in control, regardless of whether an NEO’s employment is terminated. The Company currently has a 2002definition of change in control under the terms of the outstanding restricted stock awards held by NEOs is the same as the definition used in Ms. Matricciani’s employment agreement. The definition of change in control for stock options awarded under the 2011 Stock Option Plan is substantially similar except that (a) in the case of a 2005 Stock Option Plan,merger or asset sale, the exclusion for certain transactions requires that no person own more than 30% (rather than 35%) of the surviving entity; and (b) the change in control event relating to acquisition of stock requires acquisition of 30% or more of the Company’s outstanding stock (rather than 20%) but does not require that a majority of the Board of Directors be controlled by the Acquiring Person or its affiliates. Under the 2008 Stock Option Plan, and a 2011 Stock Option Plan for the benefit of certain officers and employees. Under these plans, 4,100,000 shares of authorized Common Stock have been reserved for issuance pursuant to grants of options, orchange in some cases, restricted stock, approved by the Compensation Committeecontrol is generally defined as any of the Board of Directors. The authorized options have a maximum duration of 10 years, may be subject to certain vesting requirements, and are priced at the market value of the Company’s Common Stock on the date of the grant of the option.
Options to purchase 1,083,767 shares remained outstanding under the plans as of March 31, 2015, and 209,178 shares of Common Stock remained available under the plans for future grants. Of this remaining capacity, the entire amount may be granted as options or up to 108,443 shares may be granted as restricted stock.

26


Grants of Plan-Based Awards Table
The following table sets forth certain information with respect to award opportunities under the Executive Incentive Plan for the fiscal year ended March 31, 2015 to each of the NEOs. No restricted stock or options were granted to NEOs during the last fiscal year.
NameGrant Date
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards (1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards
 
All Other
Stock
Awards:
Number
of
Shares of Stock or Units
(#)
All Other Option Awards: Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards ($)
Grant Date Fair Value of Stock and Option Awards
($)
 
  
Threshold
($)
Target
($)
Maxi-mum
($)
Threshold
(#)
Target 1
(#)
Target 2
(#)
Maxi-mum
(#)
      
A. A. McLean 228,348456,696685,044———— ———— 
               
J.L Calmes 75,600151,200226,800———— ———— 
               
J.L. Matricciani 157,500315,000472,500———— ———— 
               
J. D. Walters 66,539133,078199,617———— ———— 
               
F. J. Sauza 100,947201,869302,816———— ———— 
following:

(1)(i)Awards represent the NEO’s cash bonus opportunity for fiscal 2015 under the Executive Incentive Plan. The cash bonus opportunity is pro-rated based on the numberacquisition by a person of months the executive was employed by the Company.



27


Outstanding Equity Awards at Fiscal Year-End Table
The following table includes certain information with respect to the value at March 31, 2015 of all unexercised options and restricted shares previously awarded to the NEOs. The number of options held at March 31, 2015 includes options granted under the stock option plans discussed above.
 Option AwardsStock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
 
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
 
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
(1)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not Vested (#)
 
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units or Other
Rights That
Have Not
Vested
($)
(1)
A. A. McLean15,000— 28.2911/09/15— —— —
A. A. McLean25,000— 25.0503/23/16— —— —
A. A. McLean26,00039,000
(2) 
74.0812/07/22— —— —
A. A. McLean—— ——— —34,000
(6) 
2,479,280
A. A. McLean—— ——— —16,000
(7) 
1,166,720
A. A. McLean—— ——— —50,000
(6) 
3,646,000
            
J.L. Calmes3,37510,125
(3) 
86.5212/12/23— —— —
J.L. Calmes—— ——— —17,600
(6) 
1,283,392
J.L. Calmes—— ——— —2,650
(7) 
193,238
            
J.L. Matricciani3,75011,250
(4) 
92.8902/04/24— —— —
J.L. Matricciani—— ——— —26,000
(6) 
1,895,920
J.L. Matricciani—— ——— —4,000
(7) 
291,680
            
J. D. Walters2,2000 26.7311/09/19— —— —
J. D. Walters1,8001,800
(5) 
43.0411/08/20— —— —
J. D. Walters8,00012,000
(2) 
74.0812/07/22— —— —
J. D. Walters—— ——— —26,000
(6) 
1,895,920
J. D. Walters—— ——— —4,000
(7) 
291,680
            
F. J. Sauza4,000– 28.2911/09/15— —— —
F. J. Sauza8,00012,000
(2) 
74.0812/07/22— —— —
F. J. Sauza—— ——— —26,000
(6) 
1,895,920
F. J. Sauza—— ——— —4,000
(7) 
291,680
(1)These amounts are based on the market valueownership of, or voting control over, twenty-five percent (25%) or more of the Company’s Stock at the close of business on March 31, 2015, which was $72.92.Company's outstanding Stock;
(2)(ii)Stock options vestshareholder approval of (a) a definitive agreement to merge the Company with another company in which the Company is not the surviving company or pursuant to which any shares of stock of the Company would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of the Company in which the shareholders of the Company continue to own at least seventy-five percent (75%) of the stock or voting securities of the surviving company, in, the same proportions as they owned Company stock; (b) a ratedefinitive agreement to sell or otherwise dispose of 33% per year with vesting datesall or substantially all the assets of 12/7/15, 12/7/16, and 12/7/17.the Company; or (c) a plan of complete liquidation or winding up of the Company;
(3)(iii)Stock options vesta change in a majority of the Board of Directors within a 12-month period unless the nomination of each new director was approved by the vote of two-thirds of the members of the Board of Directors (or board nominating committee, if any) then still in office who were in office at a ratethe beginning of 33% per year with vesting dates of 12/12/15, 12/12/16, and 12/12/17.the 12-month period; or
(4)(iv)Stock options vest atany other event which the Board of Directors determines should constitute a rate of 33% per year with remaining vesting dates of 2/4/16, 2/4/17, and 2/4/18.change in control.

The table below shows the benefits that would have been due to the NEOs had their employment been terminated in connection with a change in control as of March 31, 2017. The table does not include any amounts payable under the Executive Incentive

30


Plan because under that plan, a participant who terminates employment at or after the end of a fiscal year is entitled to the same amount that he or she would have received if he or she had not terminated employment.

Name 
Salary Continuation
($)
 
Bonus Continuation
($)
 
Benefits Continuation
($)
(1)
 
Benefits from Accelerated Equity Vesting
($)
(2)
 
Total
($)
Janet Lewis Matricciani 1,040,000 494,250 12,420 1,274,306 2,820,976
John L. Calmes Jr. 450,000 — 8,595 258,900 717,495
D. Clinton Dyer 480,000 — 12,420 223,228 715,648
Tara E. Bullock 189,873 — 6,405 309,127 505,405

Performance-Based Awards
The Company grants both cash- and equity-based awards in recognition of performance.  The Company issues cash-based awards to its executive officers upon achievement of certain company and/or division performance goals established under the Company’s Executive Incentive Plan.  Performance-based cash awards for fiscal year 2017 are discussed above under “Compensation Discussion and Analysis - Bonuses - Fiscal Year 2017 Executive Incentive Plan Awards.”  Performance-based equity awards may also be granted under the Company’s 2008 and 2011 Plans and, when granted, historically have vested over four- or five-year performance periods.  All equity awards granted since 2014 have provided for service-based vesting.  In March 2016, certain outstanding restricted stock awards granted to key executives that provided for vesting based on the achievement of certain earnings per share targets with the final performance measurement date of March 31, 2017 were amended to reflect the significant contributions made by the recipients to the Company in a challenging regulatory environment when none of the earnings targets had been achieved and it was not clear whether they would be achieved by March 31, 2017.  Pursuant to the amendments, one quarter of the shares subject to the awards vested and the remaining shares were forfeited.  Additionally, the award recipients agreed not to sell any of the vested shares prior to March 31, 2019.

Performance-Based Awards Table
(5)Non-vested at March 31, 20141,800 shares per year, with vesting dates of 11/8/15.
448,750
(6)GrantedThe restricted shares are eligible to vest until—
Vested or Earned—
Forfeited15,000
Non-vested at March 31, 2017.  Such restricted shares will vest 25% if the Company achieves the following performance goals, as certified by the Compensation Committee, during any successive trailing four quarters during the measurement period and ending2015433,750
Granted—
Vested or Earned133,580
Forfeited274,170
Non-vested at March 31, 2017:201626,000
Granted—
Vested or Earned—
Forfeited26,000
Non-vested at March 31, 2017—



2831


Trailing 4 quarter EPS Target Restricted Shares Eligible for Vesting (Percentage of Award)
$13.00 25%
$14.50 25%
$16.00 25%
$18.00 25%
(7)Represents total potential future payouts of the December 5, 2013 (effective date December 7, 2012, December 12, 2013 and February 4, 2014)performance award grant. The restricted shares were scheduled to vest on April 30, 2015 (and did fully vest) based on the Company’s achievement of the March 31, 2015 EPS performance goals listed below.
EPS Target Restricted Shares Eligible for Vesting (Percentage of Award)
$10.29 100%
$9.76 67%
$9.26 33%
Below $9.26 0%

Option Exercises and Stock Vested Table
The following table includes certain information regarding amounts realized by the NEOs during the fiscal year ended March 31, 2015 with respect to options exercised and restricted stock acquired upon vesting.
  Option Awards Stock Awards
Name 
Number of
Shares
Acquired on
Exercise
(#)
 Value
Realized
on Exercise
($)		 
Number of
Shares
Acquired on
Vesting
(#)
 Value
Realized
on
Vesting
($)
A. A. McLean — — 5,223 379,190
James D. Walters — — 1,254 93,097
Francisco J. Sauza — — 1,254 93,097

Director Compensation for Fiscal 2015DIRECTOR COMPENSATION
The following table summarizes the compensation the Company paid to non-employee members of the Board of Directors for the fiscal year ended March 31, 2015:2017:
Name 
Fees Earned or Cash Paid
($)
 
Stock Awards ($)
(1)
 
Option Awards ($)
(1)
 Non-Equity Incentive Plan Compensation ($) 
Changes in Pension Value and Non-qualified Deferred Compensation Earnings
($) (2)
 All Other Compensation ($) 
Total
($)
 
Fees Earned or Paid in Cash
($) (1)
 
Stock Awards ($)
(2)

 
Option Awards ($)
(2)

 Non-Equity Incentive Plan Compensation ($) 
Changes in Pension Value and Non-qualified Deferred Compensation Earnings
($) (3)
 All Other Compensation ($) 
Total
($)
K. R. Bramlett 50,000 — — — (35,444) — 14,556 50,000 97,165 — — — — 147,165
J. R. Gilreath 40,000 — — — — — 40,000 40,000 97,165 — — — — 137,165
S. Vassalluzzo (4)
 40,000 — — — — — 40,000
C. D. Way 55,000 — — — — — 55,000 55,000 97,165 — — — — 152,165
D. Whitaker 40,000 — — — — — 40,000 40,000 97,165 — — — — 137,165
S. Vassalluzzo 40,000 — — — — — 40,000
(1)For fiscal year 2017, each non-employee director was paid a $10,000 quarterly retainer, except the Chairman of the Audit and Compliance Committee and the Chairman of the Compensation and Stock Option Committee, who received quarterly retainers of $13,750 and $12,500, respectively. No additional fees were paid for attendance at meetings.
(2)The amounts in these columns reflect the grant date fair value determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 13the Notes to the Company’s audited financial statementsConsolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2015, included in2017. See table below regarding outstanding stock option and restricted stock awards held by the Company’s 2015 Form 10-K.directors as of March 31, 2017. These are restricted stock awards that vest at a rate of 33% per year with the vesting dates of 10/1/17, 10/1/18, and 10/1/19.
(2)(3)Mr. Bramlett receivedThe Company offers a distribution from thedeferred fee plan for its non-employee directors under which participating directors may defer any or all of their retainer and meeting fees for specified time periods. The deferred fee plan is non-qualified for tax purposes. Deferred Fee Plan for $680,937 on December 17, 2014, which represented the entire balancefees under the Non-Qualified Deferred Compensation Plan. The distribution resulted in loss of $35,444 for fiscal 2015plan earn interest at the prime rate or, at each participating director’s option, a return based on the change in fair valueCompany’s stock price performance over time. During fiscal 2017, none of the stock units held since March 31, 2014.directors elected to defer any fees under this plan. All directors are reimbursed for ordinary and necessary out-of-pocket expenses incurred in attending meetings of the Board of Directors and its committees.

29
(4)Mr. Vassalluzzo does not receive any equity compensation for his service as a member of our Board of Directors.


The Company pays its non-employee directors quarterly retainer fees. No additional fees are paid for meeting attendance. For fiscal 2015, eachthe year ended March 31, 2017, non-employee director was paiddirectors received a $10,000 quarterly retainer fee, except for the ChairmanChairmen of the Audit and Compliance Committee and the Chairman of the Compensation and Stock Option Committee, who received a quarterly retainerretainers of $13,750 and $12,500, respectively. No additional fees were paid for attendanceNon-employee directors are also eligible to receive grants of meetings.
The Company offers a deferred fee plan for its non-employee directors under which participating directors may defer any non-qualified stock options and/or all of their retainer and meeting fees for specified time periods. The deferred fee plan is non-qualified for tax purposes. Deferred feesrestricted stock under the plan earn interest atCompany’s 2008 and 2011 Plans. The shares underlying the prime rate or, at each participating director’s option, a return based on the Company’s stock price performance over time. During fiscal 2015, none of the directors elected to defer any fees under this plan. All directors are reimbursed for ordinary and necessary out-of-pocket expenses incurred in attending meetings of the Board of Directors and its committees.
On April 30, 2012, each non-employee director, except Mr. Vassalluzzo, received 2,000 shares of restricted stock which vested immediately upon issuance. Theawards granted in fiscal year 2017 had a grant date fair value of the restricted shares granted was $66.51$51.41 per share.
On December 5, 2012, each non-employee director, except Mr. Vassalluzzo, received 5,000 stock options. These stock options were granted at an exercise price of $74.08, the closing price of the Company's common stock on December 7, 2012 as reported on the Nasdaq Global Select Market. These nonstatutory option awardsshare and generally vest and become exercisable at a rate of twenty percent (20%) per year on each of the succeeding five (5) anniversaries of the grant date if the optionee remains in the continuous employment of the Company or any Subsidiary (as defined in the Plan).
On December 5, 2012 (effective December 7, 2012), each non-employee director, except Mr. Vassalluzzo, received 1,000 shares of restricted stock (Group A). The restricted shares were scheduled to vest on April 30, 2015 (and did fully vest) based on the Company’s achievement of following performance goals, as certified by the Compensation Committee:
EPS Target Restricted Shares Eligible for Vesting (Percentage of Award)
$10.29 100%
$9.76 67%
$9.26 33%
Below $9.26 0%
In addition on December 5, 2012 (effective December 7, 2012), each non-employee director, except Mr. Vassalluzzo, received 6,500 shares of restricted stock (Group B). The restricted shares are eligible to vest until March 31, 2017.  Such restricted shares will vest 25% if the Company achieves the following performance goals, as certified by the Compensation Committee, during any successive trailing four quarters during the measurement period beginning on October 1, 2012 and ending March 31, 2017:
Trailing 4 quarter EPS Target Restricted Shares Eligible for Vesting (Percentage of Award)
$13.00 25%
$14.50 25%
$16.00 25%
$18.00 25%
one-third annually.

With respect to both the Group A and Group B restricted share awards, unvested awards terminate immediately upon the termination of the recipient's being a non-employee director with the Company or any Subsidiary for any reason other than death, in which case the recipient's beneficiary will be entitled to receive the maximum number of shares that would have vested during the performance period assuming that the recipient had remained in the employment of the Company through the end of the performance period. Such restricted shares are also subject to accelerated vesting upon the occurrence of a Change in Control (defined for this purpose in the same manner as described above for the option grants).

All restricted shares were issued pursuant to the terms of the 2008 Stock Option Plan and all options issued were pursuant to the terms of the 2011 Stock Option Plan.

3032


The table below sets forth information with respect to the value at March 31, 20152017 of all unexercised options and shares of unvested restricted stock held by non-employee directors.
 Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
 
Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not
Vested
(#)
Equity
Incentive
Plan Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)
K. R. Bramlett4,0001,000—74.0812/7/22 ————
K. R. Bramlett————— 3,210166,214——
           
J. R. Gilreath4,0001,000—74.0812/7/22 ————
J. R. Gilreath————— 3,210166,214——
           
S. Vassalluzzo (1)
————— ————
S. Vassalluzzo (1)
————— ————
           
C. D. Way4,0001,000—74.0812/7/22 ——––
C. D. Way————— 3,210166,214——
           
D. Whitaker4,0001,000—74.0812/7/22 ————
D. Whitaker————— 3,210166,214——

(1)Mr. Vassalluzzo does not receive any equity compensation for his service as a member of our Board of Directors.

 Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
 
Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not
Vested
(#)
Equity
Incentive
Plan Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)
K. R. Bramlett2,0003,000—74.0812/7/22 ————
K. R. Bramlett———74.0812/7/22 ——7,500546,900
           
J. R. Gilreath2,0003,000—74.0812/7/22 ————
J. R. Gilreath———74.0812/7/22 ——7,500546,900
           
C. D. Way2,0003,000—74.0812/7/22 ——––
C. D. Way———74.0812/7/22 ——7,500546,900
           
D. Whitaker2,0003,000—74.0812/7/22 ————
D. Whitaker———74.0812/7/22 ——7,500546,900


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PROPOSAL 2 - APPROVAL, ON AN ADVISORY
BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS


In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are asking shareholders to vote, on an advisory (non-binding) basis, to approve the compensation of our Named Executive Officers as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our executive compensation program.
The Company’s compensation policies and programs are designed to attract and retain experienced and highly-qualified executives critical to our long-term success and to reward performance that is aligned with shareholder interests. The Board believes that our compensation policies and programs achieve those objectives. We encourage you to closely review the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement for more information on our Named Executive Officers’ compensation.
Compensation Highlights
The following highlights of our executive compensation program in fiscal 2017 exemplify our long-standing commitment to sound compensation practices:
Variable incentives are payable to Named Executive Officers as annual cash bonuses to encourage the achievement of various pre-determined performance metrics, business growth opportunities, management goals and profitability of business units, all of which focus our Named Executive Officers on performance goals intended to enhance shareholder value.
Awards of long-term equity incentives, in the form of performance-based stock awards, stock options, restricted stock awards and restricted stock units, directly align the interests of our Named Executive Officers with those of shareholders.
Linking the personal financial interests of our Named Executive Officers to the Company’s long-term performance discourages excessive risk-taking and encourages behavior that supports sustainable shareholder value creation.

We seek to engage in responsible compensation and governance practices that incorporate industry best standards and promote the interest of our shareholders. These practices include:
Utilizing a mix of short-term and long-term incentives to align Named Executive Officers’ interests with that of shareholders.
Maintaining an independent compensation committee that complies with SEC and NASDAQ public company independence requirements, meets Code Section 162(m) “outside director” and Rule 16b-3 “non-employee director” requirements and includes individuals with public company compensation committee experience.

The Board recommends that our shareholders vote in favor of the following resolution:
“RESOLVED, that the compensation paid to the Company’s Named Executive Officers as disclosed pursuant to the compensation disclosure requirements of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related narrative discussion provided in this Proxy Statement, is hereby approved.”
Although this “say-on-pay” vote is advisory and, therefore, will not be binding on the Company, the Compensation and Stock Option Committee and the Board value the opinions of the Company’s shareholders. Accordingly, to the extent that there is a significant vote against the compensation of the Named Executive Officers, the Board will consider the shareholders’ concerns, and the Compensation and Stock Option Committee and the Board will evaluate what actions may be necessary or appropriate to address those concerns.

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Required Vote and Recommendation
The affirmative vote of a majority of the votes cast by the holders of shares entitled to vote at the Annual Meeting is required to approve, on an advisory basis, the “say-on-pay” resolution supporting the compensation of our Named Executive Officers. You may vote “for” or “against” or “abstain” from voting with respect to this proposal. Abstentions and “broker non-votes,” if any, will have no effect on the outcome of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.


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PROPOSAL 3 - ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are once again asking shareholders to vote, on an advisory (non-binding) basis, to indicate how frequently they would like us to hold an advisory vote on the compensation paid to our Named Executive Officers (that is, votes similar to the non-binding vote in Proposal 2)-every one year, two years or three years. This proposal is commonly known as "say-on-frequency" proposal.
Our shareholders voted on a similar proposal in 2011 with the majority voting to hold the say-on pay vote every year. The Board recommends that this advisory vote continue to be held every year so that shareholders may continue to provide timely, direct input on our executive compensation program. The Board believes that an annual vote is consistent with the Company's efforts to engage in an ongoing dialogue with shareholders on executive compensation and corporate governance matters. The next say-on-frequency vote is expected to be held at the 2023 annual meeting of shareholders.
In considering their vote, shareholders should review with care the information on our compensation policies and decisions regarding the Named Executive Officers presented in the “Compensation Discussion and Analysis” section, as well as the discussion regarding the Compensation and Stock Option Committee in the “Corporate Governance-Committees of the Board-Compensation and Stock Option Committee” section.
Required Vote and Recommendation
Our shareholders are being asked to cast an advisory vote on whether future advisory votes on compensation of our Named Executive Officers take place every “one year,” every “two years” or every “three years,” or such shareholders may “abstain” from voting. The alternative that receives the affirmative vote of a majority of the votes cast; however, if the proposal is not adopted by the required vote for any one of the time periods presented, the Board will evaluate the votes cast for each time period presented and will consider the time period for which a plurality of the votes were cast to have been recommended by the shareholders. Abstentions and “broker non-votes,” if any, are not counted as votes cast and will have no effect on the outcome of the vote on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE, ON AN ADVISORY BASIS, FOR ONE YEAR WITH RESPECT TO THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

36



PROPOSAL 4 - APPROVE THE WORLD ACCEPTANCE CORPORATION
2017 STOCK INCENTIVE PLAN

The Board is submitting the Company’s 2017 Stock Incentive Plan (the “2017 Plan”) to the shareholders for their approval.  The Compensation and Stock Option Committee and the Board have approved the 2017 Plan, which will become effective on August 30, 2017, subject to shareholder approval. The 2017 Plan is intended to be the successor plan to the 2011 Plan and the 2008 Plan (the “Prior Plans”), although we currently intend to continue to grant awards under the Prior Plans until their shares are depleted or such plans expire (and not to roll over such available shares into the 2017 Plan).If the shareholders do not approve the 2017 Plan, we will continue to make awards under the 2011 Plan and/or 2008 Plan, subject to the limits thereunder.

Shareholder approval of the 2017 Plan is required, among other things, in order to: (i) comply with rules of NASDAQ, which require shareholder approval of equity compensation plans; (ii) allow the grant of incentive options to employee participants in the 2017 Plan; and (iii) provide the Compensation and Stock Option Committee the flexibility to grant awards that may be intended to qualify as “performance-based compensation,” thereby potentially preserving our tax deduction under Section 162(m) of the Code.

The Board believes that adoption of the 2017 Plan is in the best interests of the Company because of the need to provide equity incentive awards to attract, retain and motivate quality employees and directors, to remain competitive in the industry and to align participants’ interests with those of the Company’s other shareholders.  For these reasons, the Board unanimously recommends a vote for the adoption of the 2017 Plan.

The principal provisions of the 2017 Plan are summarized below.  This summary is qualified in its entirety by reference to the full text of the 2017 Plan, a copy of which is attached to this Proxy Statement as Appendix A. Shareholders should refer to the 2017 Plan for more complete and detailed information about the 2017 Plan. An electronic copy of the 2017 Plan is also available free of charge as Appendix A to the electronic version of this Proxy Statement on the SEC’s website at www.sec.gov.

“Best Practices” Integrated into the Company’s Equity Compensation Program and the 2017 Plan

Our compensation practices include numerous features that the Board believes reflect responsible compensation and governance practices and serve the interests of our shareholders, including the features summarized below:

Limitation on Shares Issued. The maximum number of shares of common stock that may be issued under the 2017 Plan is the aggregate of 850,000 shares, plus any shares subject to an award granted under a Prior Plan, which award is at any time forfeited, canceled, terminated, expires or lapses for any reason without the issuance of shares or pursuant to which such shares are forfeited to or reacquired by the Company (subject to anti-dilution adjustments).The 2017 Plan also imposes limitations on the amount of participant awards. See “Summary of the 2017 Plan Shares Subject to the 2017 Plan” below.

Conservative Share Counting Provisions.The 2017 Plan does not allow shares to again be made available for issuance as awards under the plan if they are withheld from an award or delivered by a participant to satisfy tax withholding requirements for awards, not issued or delivered as a result of the net settlement of an outstanding award, withheld or delivered to pay the exercise price related to an outstanding award or repurchased on the open market with the proceeds of the purchase price for an award.

Minimum Vesting and Award Practices. The 2017 Plan imposes a minimum vesting period of one year, subject to certain exceptions. Under the Prior Plans, we have historically imposed vesting for equity awards over periods of three to five years . We currently anticipate generally imposing similar vesting periods (which, in the Compensation and Stock Option Committee's discretion, may also include performance criteria) going forward under the 2017 Plan.

No Dividends or Dividend Equivalents on Unvested Awards. Dividends and dividend equivalents, if any, on awards issued under the 2017 Plan will not be paid unless and until the underlying award (or portion thereof) has vested and/or been earned.

No Option/SAR Repricing Without Shareholder Approval.Except in connection with certain Company transactions, the 2017 Plan prohibits the repricing of options or stock appreciation rights ("SARs") without shareholder approval.

37


This prohibition applies to (i) direct repricings (reducing the exercise price of an option or base price of a SAR), (ii) indirect repricings (exchanging an outstanding option or SAR that is underwater for cash or for a replacement equity award, including a replacement option or SAR with a lower exercise price or base price) and (iii) any other action that would be treated as a repricing under applicable stock exchange rules.

Fair Market Value Options and SARs and Limit on Option and SAR Terms. Stock options and stock appreciation rights (“SARs”) must have an exercise price or base price, as applicable, equal to or greater than the fair market value of our common stock on the date of grant. In addition, the term of an option or SAR is limited to 10 years.

Double Trigger Vesting on a Change in Control. The 2017 Plan generally provides that awards will vest upon a change in control of the Company only if (i) awards are not assumed, substituted or continued by the surviving company or (ii) even if such awards are assumed, substituted or continued by the surviving company, a participant’s employment is terminated by the Company without cause or by the participant for good reason within specified time periods related to the change in control.

Prudent Change in Control Provisions. The 2017 Plan includes prudent change in control triggers such as requiring consummation (rather than shareholder approval) of significant merger or other transaction, a change in beneficial ownership of at least 30% or certain changes in a majority of the Board within a specified time period in order for a “change in control” to be deemed to have occurred. See “Summary of the 2017 Plan Change in Control” below.

Hedging and Pledging Prohibited. Our insider trading policy prohibits our directors, officers and employees from engaging in hedging activities with respect to Company securities. In addition, our directors, officers and employees must obtain pre-clearance from our Chief Financial Officer before placing Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

Independent Compensation Committee Administration. The 2017 Plan is administered by the Compensation and Stock Option Committee. All members of the Compensation and Stock Option Committee are intended to qualify as “independent” under NASDAQ listing standards, “non-employee directors” under Rule 16b-3 adopted under the Exchange Act, and “outside directors” under Code Section 162(m) to the extent required.

Reasonable Plan Duration. We currently anticipate that the shares available under the 2017 Plan (assuming shareholder approval) will meet our expected needs for the coming threeyears. This assumption is based upon our historical grant practices; however, future circumstances and business needs may change, and the Compensation and Stock Option Committee retains the discretion to change its grant practices subject to the limits of the 2017 Plan.

No “Evergreen” Provision.Under the 2017 Plan, shareholders must approve any additional authorization of shares (other than adjustments for anti-dilution purposes).


Historical Share Usage
Outstanding Awards and Share Reserve

Our equity incentive plans have historically been limited to options and restricted stock awards; however, if the shareholders approve the 2017 Plan, we may also grant, in the discretion of the Compensation and Stock Option Committee, SARs, restricted stock unit awards and phantom stock awards. As of June 26, 2017,

a total of 8,815,550 shares of our common stock were issued and outstanding;

the closing price of the Company’s common stock on the NASDAQ Global Select Market on was $74.89 per share;

an aggregate of 788,290 shares were subject to outstanding options under the 2011 Plan, the 2008 Plan, the World Acceptance Corporation 2005 Plan and the World Acceptance Corporation 2002 Plan, with a weighted average exercise price of $68.09 and a weighted average remaining term of 5.5 years;

an aggregate of 439,579 shares were subject to unvested, outstanding full value awards under the 2011 Plan, the 2008 Plan and the 2005 Plan (no awards remain unvested under the 2002 Plan), including an aggregate of 115,005 shares subject to outstanding unvested time-based restricted stock awards. All of these outstanding awards will continue in accordance with their respective terms; and

38



the maximum number of shares remaining available for issuance under the 2011 Plan and 2008 Plan (as no further shares may be issued under either the 2005 Plan or the 2002 Plan) were 430,266 and 24,553 shares, respectively. These shares will not be added to or otherwise increase the number of shares to be made available under the 2017 Plan.

Summary of the 2017 Plan

General

The 2017 Plan provides that the Company may grant stock options, SARs, restricted stock awards, restricted stock unit awards and/or phantom stock awards to employees and directors of the Company or its related entities, which include any parent or subsidiary of the Company.  The primary purposes of the 2017 Plan are to:
attract and retain persons eligible to participate in the 2017 Plan;

motivate participants in the 2017 Plan, by means of appropriate incentives, to achieve long-range goals;

provide incentive compensation opportunities that are competitive with those of other similar companies; and

further align the interests of 2017 Plan participants with those of the Company’s other shareholders through compensation that is based on the Company’s common stock, thereby promoting the long-term financial interest of the Company and its related entities, including the growth in value of the Company’s equity and enhancement of long-term shareholder return.

Shares Subject to the 2017 Plan

The maximum number of shares of the Company’s common stock that may be delivered under the 2017 Plan is the aggregate of (i) 850,000 shares plus (ii) any shares subject to an award granted under a Prior Plan, which award is at any time forfeited, canceled, terminated, expires or lapses for any reason without the issuance of shares or pursuant to which such shares are forfeited to or reacquired by the Company.  The maximum aggregate number of shares of common stock that may be issued under the 2017 Plan pursuant to the grant of incentive stock options (“ISOs”) is 850,000 shares. The shares with respect to which awards may be made under the 2017 Plan are currently authorized but unissued shares, including, to the extent permitted by applicable law, shares reacquired by the Company, whether purchased in the open market or in private transactions, or treasury shares.  To the extent provided by the Compensation and Stock Option Committee, which will administer the 2017 Plan, as discussed below under “ Administration,” any award may be settled in cash rather than common stock.  None of the shares that are authorized but unused as of the 2017 Plan effective date under the Company’s Prior Plans will be made available under the 2017 Plan, although, as noted above, shares subject to Prior Plan awards that are forfeited will become available for use under the 2017 Plan. As described in more detail below under “ Adjustment of Awards,” the number of shares that may be delivered under the 2017 Plan (as well as other maximum limitations on the amount of awards and the exercise prices and base prices of outstanding options and SARs, respectively) will be adjusted in the event of certain corporate transactions to reflect any change in the capitalization of the Company as contemplated in the 2017 Plan.

Under the 2017 Plan,

the maximum number of shares of common stock that may be issued pursuant to options and SARs not related to an option granted to any one individual may not exceed the greater of (i) 75,000 shares for grants made during any one calendar year period or (ii) 225,000 shares for grants made during any three calendar year period (or, in each case, the equivalent value thereof based on the fair market value per share of the common stock on the grant date of an award); and

the maximum number of shares of common stock that may be pursuant to awards other than options or SARs settled in shares of common stock granted to any one individual may not exceed the greater of (i) 75,000shares for grants made during any one calendar year period or (ii) 225,000 shares for grants made during any three calendar year period (or, in each case, the equivalent value thereof based on the fair market value per share of the common stock on the grant date of an award);

the maximum amount of awards that are settled in cash that may be granted to any one participant during any calendar year period will be $1,000,000; and


39


the maximum number of shares of common stock that may be issued under the 2017 Plan in conjunction with restricted stock awards, restricted stock unit awards or stock-settled phantom stock awards will be 500,000 shares.

In addition, no non-employee director may be granted awards for more than the greater of$250,000in fair market value of shares of common stock for grants made during any one calendar year period or $750,000 in fair market value of shares of common stock for grants made during any three calendar year period (or in each case, the equivalent value thereof based on the fair market value per share of common stock on the date of grant of such award); provided, however, that any director cash retainer fees or other fees that are settled in shares of common stock will not be subject to this limitation.

Awards under the 2017 Plan may be granted as alternatives to or replacement of awards granted or outstanding under the 2017 Plan or any other plan or arrangement of the Company or a related entity, including the plans and arrangements of a business entity acquired by the Company or a related entity, subject to the plan's repricing limitations. Only shares of common stock actually delivered with respect to an award will be treated as delivered for purposes of determining the number of shares available for delivery under the Plan, regardless of whether the award is denominated in shares of common stock or cash. Awards settled in cash will not be counted against the share limitations found in the 2017 Plan.  For purposes of this determination, to the extent any award is forfeited or otherwise expires, terminates, is canceled or becomes unexercisable without delivery of shares, those shares will not be deemed to have been delivered; and dividends, dividends paid in shares or dividends paid in cash in connection with outstanding awards, if any, will not be counted against the shares available for future delivery under the 2017 Plan. The following shares of common stock may not again be made available for issuance as awards under the 2017 Plan: (i) shares withheld from an award or delivered by a participant to satisfy tax withholding requirements; (ii) shares not issued or delivered as a result of net settlement of an award; (iii) shares withheld or delivered to pay the exercise price related to an award; and (iv) shares repurchased on the open market with the proceeds of the purchase price for an award. Further, (i) shares issued under the 2017 Plan through the settlement, assumption or substitution of outstanding awards granted by another entity or obligations to grant future awards in connection with a merger or similar transaction involving the Company acquiring another entity will not reduce the maximum number of shares available for delivery under the 2017 Plan, and (ii) available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for awards under the 2017 Plan and will not reduce the maximum number of shares available under the 2017 Plan, subject to applicable stock exchange listing requirements.

Adjustment of Awards

In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization, rights offering, reorganization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries, liquidation, combination, exchange or reclassification of shares), the Compensation and Stock Option Committee will adjust awards and the various limits on the maximum number of shares that may be awarded under the 2017 Plan and types of awards that may be granted in the aggregate to any individual in any calendar year or three calendar year period, as applicable, to prevent undue dilution or enlargement of the awards, as provided in the 2017 Plan.  

Administration

The 2017 Plan will be administered by the Compensation and Stock Option Committee, which must consist of two or more directors selected by the Board who meet certain independence standards, as specified in the 2017 Plan.  The Board may, under certain circumstances, take any action under the 2017 Plan that would otherwise be the responsibility of the Compensation and Stock Option Committee. References in this discussion to the “Compensation and Stock Option Committee” will include the Board to the extent practicable.

The Compensation and Stock Option Committee has the authority and discretion to select from among the eligible individuals those persons who will receive awards, to determine the time or times of receipt, to determine the types of all awards and the number of shares covered by such awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such awards, and, subject to certain restrictions, to amend, cancel, or suspend awards.  The Compensation and Stock Option Committee has full authority and discretion to interpret the 2017 Plan, to establish, amend, and rescind any rules and regulations relating to the 2017 Plan, to determine the terms and provisions of any award agreement made pursuant to the 2017 Plan (the terms of which need not be uniform among any or all awards), to correct any defect, supply any omission or reconcile any inconsistency in the 2017 Plan or in any award agreement and to make all other determinations that may be necessary or advisable for the administration of the 2017 Plan.  In addition, the Compensation and Stock Option Committee, pursuant to the terms of the 2017 Plan and applicable law, may accelerate unvested or unearned awards; modify or extend the terms and conditions for exercise, vesting or earning of an award; and reduce, cancel or recoup certain rights and payments with respect to awards upon the occurrence of certain events. Any interpretation of the 2017 Plan by the Compensation and Stock Option Committee and any decision made by it under the 2017 Plan is final and binding on all parties.

40



Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Compensation and Stock Option Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it.  Any such allocation or delegation may be revoked by the Compensation and Stock Option Committee at any time.

Eligibility

Only salariedemployees of the Company or a related entity may receive options intended to qualify as ISOs under the 2017 Plan.  All other types of awards under the 2017 Plan may be awarded to employees and directors of the Company or any related entity.  As of June 26, 2017, approximately 1,444 salaried employees were eligible to receive ISOs under the 2017 Plan and approximately 4,572 employees (including employees who are directors) and all five of the Company’s non-employee directors were eligible to receive awards other than ISOs under the 2017 Plan (in each case, assuming the shareholders approve the 2017 Plan).

Minimum Vesting Requirements

Awards granted under the 2017 Plan will generally be subject to a minimum vesting (or earning) period of one year. However, the Compensation and Stock Option Committee may provide for acceleration of vesting of all or a portion of an award in the event of a Participant’s death, disability, retirementor, in certain circumstances, upon the occurrence of a change in control of the Company. The Compensation and Stock Option Committee may provide for the grant of an award to any participant without a minimum vesting period or may accelerate the vesting of all or a portion of an award for any reason, but only with respect to awards for no more than an aggregate of 5% of the total number of shares of common stock authorized for issuance under the 2017 Plan. The Compensation and Stock Option Committee may also provide for the grant of awards to participants that have different vesting terms in the case of awards that are substituted for other equity awards in connection with mergers, consolidations or other similar transactions. As noted above, under Prior Plans, we have historically imposed vesting for equity awards over periods of three to five years. We currently anticipate generally imposing similar vesting periods (which, in the Compensation and Stock Option Committee's discretion, may also include performance criteria) going forward under the 2017 Plan.

Types of Awards

Options.  The 2017 Plan permits the granting of options that are intended to qualify as ISOs under Code Section 422 and options that are not intended to qualify under Code Section 422 (“NQOs”).  An option may be granted with or without a related SAR (as discussed below under “ Stock Appreciation Rights”). ISOs may be granted only to salariedemployees of the Company or a related entity. The exercise price for each option granted under the 2017 Plan must generally be at least 100% of the fair market value of a share on the date of grant; however, in the case of options intended to be ISOs granted to any eligible individual who at the time of such grant owns shares of common stock representing more than 10% of the total combined voting power of the Company or any related entity, the exercise price for such option must be at least 110% of the fair market value of a share on the date of grant. The Compensation and Stock Option Committee may grant substitute or assumed options of an acquired entity with an exercise price not equal to 100% of the fair market value of the Company’s common stock on the grant date where the option price is adjusted in accordance with applicable tax regulations.

Options are exercisable during such periods and upon the conditions as the Compensation and Stock Option Committee may establish, as stated in the applicable award agreement, except that no option may be exercisable for a term greater than 10 years (or five years in the case of an ISO granted to an eligible individual who at the time of grant owns stock presented more than 10% of the total combined voting power of the Company or any related entity).  An option may be exercised by giving written notice to the Company in a form acceptable to the Compensation and Stock Option Committee. The Compensation and Stock Option Committee will determine the extent, if any, to which a participant has the right to exercise an option following termination of his or her employment with or service to the Company. Unless an award agreement provides otherwise, the exercise price of an option is payable (i) in cash or cash equivalent, or, except where prohibited by the Compensation and Stock Option Committee or applicable law, payment may also generally be made: (ii) by tendering, by either actual delivery of shares or by attestation, shares of common stock acceptable to the Compensation and Stock Option Committee; (iii) by irrevocably authorizing a third party to sell shares acquired upon exercise of the option and remit to the Company sale proceeds to pay the entire exercise price and any tax withholding; (iv) by shares withheld upon exercise; (v) by such other payment methods as may be approved by the Compensation and Stock Option Committee and which are acceptable under applicable law; or (vi) by any combination of the foregoing payment methods. Any shares delivered or withheld in payment of the exercise price will be valued at their fair market value on the day of exercise.


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Stock Appreciation Rights. Under the terms of the 2017 Plan, SARs may be granted to the holder of an option (a “related option”) with respect to all or a portion of the shares of common stock subject to the related option (a “related SAR”) or may be granted separately (a “freestanding SAR”). The base price per share of a SAR may be no less than 100% of the fair market value per share of our common stock on the date the SAR is granted (except for certain SARs assumed or substituted in a merger or other transaction where the base price adjusted in accordance with applicable tax regulations). SARs are exercisable in whole or part upon such conditions as the Compensation and Stock Option Committee may establish, except that no SAR may be exercisable for a term greater than 10 years (or, in the case of related SARs, such shorter option period that may apply to the related option). A SAR may be exercised by giving written notice to the Company in a form acceptable to the Compensation and Stock Option Committee. Upon exercise of a related SAR, the related option is deemed to be canceled to the extent of the number of shares of common stock for which the related SAR is exercised. Likewise, a related SAR will be canceled to the extent of the number of shares as to which a related option is exercised or surrendered. The Compensation and Stock Option Committee will determine the extent, if any, to which a participant has the right to exercise a SAR following termination of his or her employment with or service to the Company, which rights, if any, will be stated in an award agreement. The holder of a SAR is entitled to receive from us, for each share of common stock with respect to which the SAR is being exercised, consideration equal in value to the excess, if any, of the fair market value of a share of common stock on the date of exercise over the base price per share of such SAR. The consideration payable upon exercise of a SAR may be paid in cash, shares of common stock (valued at the fair market value on the date of the SAR exercise) or a combination of cash and shares of common stock, as determined by the Compensation and Stock Option Committee.

Restricted Stock.  Subject to the terms of the 2017 Plan, the Compensation and Stock Option Committee may grant eligible individuals shares of common stock that are subject to a risk of forfeiture or other restrictions, as determined by the Compensation and Stock Option Committee, that will lapse (in whole or in part) upon the achievement of one or more conditions relating to completion of service, achievement of performance objectives or conditions, other objectives or conditions or any combination of such objectives or conditions. Restricted stock awards will be subject to such conditions as determined by the Compensation and Stock Option Committee and may be settled, in the Compensation and Stock Option Committee’s discretion, through cash payments, the delivery of shares of common stock, the granting of replacement awards or any combination of the foregoing. Unless an award agreement provides or the Compensation and Stock Option Committee determines otherwise, if a participant’s employment or service is terminated for any reason and all or any part of the restricted stock award has not vested or been earned pursuant to the terms of the 2017 Plan and the related award agreement, the award, to the extent not then vested or earned, will be forfeited. The Compensation and Stock Option Committee may designate whether a restricted stock award granted to a “covered employee” (generally the chief executive officer or one of the three next highest compensated named executive officers other than the chief financial officer) is intended to be “performance-based compensation” under Code Section 162(m). For more information regarding performance-based awards, see “Performance-Based Compensation; Code Section 162(m) Requirements.”

Restricted Stock Units. Subject to the terms of the 2017 Plan, the Compensation and Stock Option Committee may grant eligible individuals restricted stock units that are subject to a risk of forfeiture or other restrictions, as determined by the Compensation and Stock Option Committee, that will lapse (in whole or in part) upon the achievement of one or more conditions relating to completion of service, achievement of performance objectives or conditions, other objectives or conditions or any combination of such objectives or conditions. Restricted stock unit awards will be subject to such conditions as determined by the Compensation and Stock Option Committee and may be settled, in the Compensation and Stock Option Committee’s discretion, through cash payments, the delivery of shares of common stock, the granting of replacement awards or any combination of the foregoing. Unless an award agreement provides or the Compensation and Stock Option Committee determines otherwise, if a participant’s employment or service is terminated for any reason and all or any part of the restricted stock award has not vested or been earned, the award, to the extent not then vested or earned, will be forfeited. The Compensation and Stock Option Committee may designate whether a restricted stock unit award granted to a “covered employee” is intended to be “performance-based compensation” under Code Section 162(m). For more information regarding performance-based awards, see “Performance-Based Compensation; Code Section 162(m) Requirements” below.

Phantom Stock Awards. Subject to the terms of the 2017 Plan, the Compensation and Stock Option Committee may grant phantom stock awards to eligible individuals. An award of a phantom stock is an award of a number of hypothetical share units with respect to shares of our common stock, with a value based on the fair market value of a share of common stock.

Subject to the terms of the 2017 Plan, the Compensation and Stock Option Committee has authority to determine whether and to what degree phantom stock awards have vested and are payable and to interpret the terms and conditions of phantom stock awards. Upon vesting of all or part of a phantom stock award and satisfaction of other terms and conditions that the Compensation and Stock Option Committee establishes, the participant will be entitled to a payment of an amount equal to the fair market value of one share of our common stock with respect to each such phantom stock unit that has vested and is payable. We may make payment, in the Compensation and Stock Option Committee’s discretion, in cash, shares of common stock or a combination of cash and stock. Unless an award agreement provides or the Compensation and Stock Option Committee determines otherwise,

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if a participant’s employment or service is terminated for any reason and all or any part of a phantom stock award has not vested and become payable, the participant will forfeit the award to the extent not then vested or earned.

Dividends and Dividend Equivalents. The Compensation and Stock Option Committee may, in its sole discretion, provide that awards other than options and SARs earn dividends or dividend equivalent rights; provided, however, that dividends and dividend equivalent rights (whether paid in cash or shares of common stock), if any, on unearned or unvested awards will not be paid (even if accrued) unless and until the underlying award (or portion thereof) has vested and/or been earned.

Awards Subject to Clawback

By acceptance of any award under the 2017 Plan, each participant will be deemed to have expressly acknowledged and agreed that all awards granted, as well as the equivalent cash value of any awards that have become vested, exercised, free of restriction or otherwise released to and/or monetized by or for the benefit of the participant, are and will be fully subject to the terms of any policy (whether then-existing or adopted in the future) regarding repayment, recoupment or clawback of compensation.

Change in Control

Under the terms of the 2017 Plan, the following provisions will apply in the event of a change in control (as defined in the 2017 Plan) (unless otherwise required under Code Section 409A):

To the extent that the successor or surviving company in the change in control event does not assume or substitute for an award (or in which the Company is the ultimate parent corporation and does not continue the award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Compensation and Stock Option Committee) as awards outstanding under the 2017 Plan immediately prior to the change in control event, (i) all outstanding options and SARs will become fully vested and exercisable, whether or not then otherwise vested and exercisable; and (ii) any restrictions, including but not limited to the restriction period, performance period and/or other performance criteria applicable to any award other than options or SARs will be deemed to have been met, and such awards will become fully vested, earned and payable to the fullest extent of the original grant of the applicable award (or, in the case of performance-based awards, the earning of which is based on attaining a target level of performance, such awards will be deemed earned at target).

Further, in the event that an award is substituted, assumed or continued, the award will become vested (and, in the case of options and SARs, exercisable) in full and any restrictions, including but not limited to the restriction period, performance period and/or performance criteria applicable to any outstanding award other than options or SARs will be deemed to have been met and such awards will become fully vested, earned and payable to the fullest extent of the original award (or, in the case of performance-based awards, the earning of which is based on attaining a target level of performance, such awards will be deemed earned at target), if the employment or service of the participant is terminated within one year (or such other period after a change in control as may be stated in a participant’s employment, change in control, consulting or other similar agreement in effect on August 30, 2017, if applicable) after the effective date of a change in control if such termination of employment or service (i) is by the Company not for cause or (ii) is by the participant for good reason.

Notwithstanding the above, in the event that a participant is a party to an employment agreement with the Company that was entered into prior to the 2017 Plan’s effective date and a change in control occurs, the participant will be entitled to the greater of the benefits provided in the 2017 Plan or such employment agreement. The Board will have full and final authority, in its discretion, to determine whether a change in control has occurred, to determine that a change in control has not occurred notwithstanding the occurrence of one or more of the triggering events described in the 2017 Plan, the date of the occurrence of any change in control and any incidental matters relating to a change in control. Further, the Compensation and Stock Option Committee’s authority to adjust awards in connection with a change in control includes, but is not limited to, its authority to adjust awards as described above under “ Adjustment of Awards” above.

Transferability

Except as otherwise provided by the Compensation and Stock Option Committee (and with respect to ISOs, subject to limitations as imposed by the Code), awards may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by any participant other than by will or the laws of descent and distribution; provided that no participant will be permitted to transfer an award for value.


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Amendment of 2017 Plan and Awards

In general, the Board may amend, alter, suspend, discontinue or terminate the 2017 Plan or any portion thereof at any time.  However, except for adjustments in connection with corporate transactions as described above under “ Adjustment of Awards” above, absent approval of the Company’s shareholders, the Board may not amend the 2017 Plan to:

increase the maximum number of shares issuable under the 2017 Plan, the maximum limitations specified in the 2017 Plan on specified types of awards or the maximum limitations specified in the 2017 Plan on the amount of certain types of awards that may be granted to any one participant during a calendar year;

decrease the minimum exercise price of options or base price of SARs below fair market value on the date of grant; or

alter the prohibition on repricing options.

In addition, the Board may require shareholder approval of any amendment, alteration, suspension, discontinuance or termination of the 2017 Plan if the Board deems such approval necessary or desirable to comply with applicable law or with which the Board deems it necessary or desirable to comply.

Subject to the repricing limitations in the 2017 Plan, the Compensation and Stock Option Committee generally has the right to modify, amend or cancel, or waive any conditions or rights under, any award, either prospectively or retroactively, if (i) such modification does not materially and adversely affect the rights a participant under an award; (ii) a participant consents to the modification; (iii) the Company is dissolved or liquidated; (iv) the 2017 Plan or the award agreement provides for such modification; or (v) the Company would otherwise have the right to make such modification under applicable law. Adjustments authorized under the 2017 Plan in the event of corporate transactions described above under “ Adjustment of Awards” are not subject to the foregoing limitations. The Compensation and Stock Option Committee has unilateral authority to amend the 2017 Plan and any award to the extent necessary to comply with applicable laws, rules or regulations. In addition, the Compensation and Stock Option Committee has unilateral authority to make adjustments to the terms and conditions of awards in recognition of unusual or nonrecurring events affecting the Company or any related entity, or the financial statements of the Company or any related entity, or of changes in accounting principles, if the Compensation and Stock Option Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2017 Plan or necessary or appropriate to comply with applicable accounting principles.

Tax Withholding

The Company may withhold amounts from participants to satisfy withholding tax requirements.  The Compensation and Stock Option Committee, subject to such requirements as it may impose, may permit participants to satisfy tax withholding requirements by tendering a cash payment to the Company, surrendering shares which the participant already owns or having shares withheld from awards. The number of shares withheld or delivered, to the extent applicable, will have a fair market value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Compensation and Stock Option Committee in a manner in accordance with applicable law and applicable accounting principles), the amount of such obligations being satisfied.

Executive Compensation - Equity Plan Compensation Information
The following table sets forth certain
See “Equity Plan Compensation Information,” “Compensation Discussion and Analysis - Long-Term Incentive Compensation - Company Stock Plans,” “Executive Compensation” and “Director Compensation”above for information as of March 31, 20152017, regarding the Company’s four existing equity compensation plans which are(other than the 20022017 Plan being proposed for shareholder approval).

Performance-Based Compensation; Code Section 162(m) Requirements

Code Section 162(m) generally precludes public corporations like the Company from deducting compensation in excess of $1,000,000 paid to any “covered employee” unless the compensation is exempt from the $1,000,000 limitation because it qualifies as “performance-based compensation.” To qualify as “performance-based compensation,” the compensation paid under a plan to covered employees must be paid under pre-established objective performance goals determined and certified by a committee comprised of outside directors. All of the members of our Compensation and Stock Option Plan, the 2005 Stock Option Plan, the 2008 Stock Option Plan and the 2011 Stock Option Plan.
Category Number of Securities to be issued upon Exercise of Outstanding Options (#) Weighted Average
Exercise
Price of Outstanding Options ($)		 Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (#) (1)
Equity Compensation Plans Approved by Security Holders      
2002 Stock Option Plan 160 43.04 —
2005 Stock Option Plan 87,340 33.17 600
2008 Stock Option Plan 128,550 47.50 14,943
2011 Stock Option Plan 867,717 75.98 193,635
Equity Compensation
Plans Not Approved by Security Holders
 — — —
Total 1,083,767 69.15 209,178
Committee are intended to qualify as outside directors under Code Section 162(m) standards.

(1) Of this remaining capacity, shares can be granted as options or up
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The 2017 Plan is designed to 108,443 shares can be issued as restricted stock.
Report ofallow the Compensation and Stock Option Committee in its discretion to pay compensation to covered employees that is intended to be exempt from Code Section 162(m). However, the Company reserves the discretion to award compensation under the 2017 Plan that does not comply with the Code Section 162(m) exemption. In addition to other requirements for the “performance-based compensation” exception under Code Section 162(m) to apply, shareholders must be advised of, and must approve, the material terms (or change in material terms) of the performance measures under which compensation is to be paid. The material terms subject to shareholder approval include: (i) the employees eligible to receive compensation; (ii) a description of the business criteria on which the performance goal is based; and (iii) either the maximum amount of the compensation to be paid if the performance goal is met or the formula used to calculate the amount of compensation if the performance goal is met. The eligible participants and participant award limitations are described above under “Summary of the 2017 Plan Eligibility” and “ Shares Subject to the 2017 Plan.” Although the 2017 Plan is intended to comply with the Code Section 162(m) “performance-based compensation” exception to the extent practicable, the Company cannot guarantee the tax treatment under Code Section 162(m).

Restricted stock awards and restricted stock unit awards (and, if applicable other awards) that are granted to “covered employees” and designated as intended to be “performance-based compensation” will be conditioned on the achievement of one or more objective performance measures to the extent required by Code Section 162(m).  These performance measures may be based on any one or more of the following, as selected by the Compensation and Stock Option Committee:  economic profit or economic value added, operating profit or EBIT, net earnings, net income, pretax income, consolidated operating income, segment operating income, return on equity, return on assets, return on capital, earnings growth, cash flow, working capital, share appreciation or price, total shareholder return, total business return, EBITDA, earnings per share of common stock,  growth in loans receivable, expense control, charge-off control, office growth and market share.  Where applicable, performance measures may relate to the Company, one or more of its related entities or one or more of its divisions, departments, units, segments, partnerships, joint ventures or minority investments, facilities, product lines or products or any combination of the foregoing, as well as individual measures.The Compensation and Stock Option Committee reserves the discretion to grant awards that are not intended to comply with the “performance-based compensation” exemption under Code Section 162(m) and may apply other performance measures, which do not need to be objective, with respect to such awards. For awards intended to be “performance-based compensation,” the grant of the awards, the establishment of the performance measures, and any adjustments or modifications to the manner of calculating the performance measures, must be made during such periods as required under Code Section 162(m).

The Compensation and Stock Option Committee has reviewedmay adjust any evaluation of performance or other conditions of restricted stock awards and discussed with managementrestricted stock unit awards (and, if applicable, other awards) due to extraordinary items, transactions, events, developments or in recognition of any other unusual or infrequent events affecting the Compensation Discussion and Analysis containedCompany or the financial statements of the Company, or in this Proxy Statement. Based on the reviews and discussions referredresponse to above,changes in applicable law, accounting principles or business conditions, in each case as determined by the Compensation and Stock Option Committee recommends(provided that any adjustment or modification involving “covered employees” for compensation that is intended to qualify as “performance-based compensation” under Code Section 162(m) will be subject to any applicable restrictions under Code Section 162(m)). For example, the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this Proxy Statement.
Compensation and Stock Option Committee may exclude or otherwise objectively adjust for any of the following events that occurs during a performance period: (i) asset impairments and write-downs; (ii) significant litigation or claim judgments or settlements; (iii) the effect of changes in tax law, accounting standards or principles or other such laws or provisions affecting reported results; (iv) accruals for reorganization and restructuring programs; (v) any extraordinary, unusual or infrequently occurring items as described in then-current accounting principles or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the applicable period; (vi) acquisitions and divestitures; (vii) a change in the Company’s fiscal year; and/or (viii) any other specific unusual or infrequent events or objectively determinable category thereof.
Ken R. Bramlett, Jr.
Certain Federal Income Tax Consequences

The following is a general summary as of the date of this Proxy Statement of the U.S. federal (and not foreign, state or local) income tax consequences to the Company and to participants relating to awards granted under the 2017 Plan.  Tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances.  This summary does not address the tax consequences to any person or entity to whom an award, if permitted, is transferred or to a transferring participant.  Each participant and transferee of an award is encouraged to seek the advice of a qualified tax advisor regarding the tax consequences of participation in the 2017 Plan. Neither the Board, the Compensation and Stock Option Committee, the Company nor any related entity, employee or agent of any of the foregoing makes any representations with respect to the tax consequences of any award to a participant or any other person.

The Company is generally entitled to a tax deduction at the same time and in the same amount that a participant recognizes ordinary income to the extent that the amount represents reasonable compensation and an ordinary and necessary business expense, subject to any required income tax reporting. Amounts considered ordinary income to a participant will be treated as compensation income and will generally be subject to income and employment tax withholding.

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Options

A participant who is granted an option (either an ISO or NQO) will not recognize income at the time of grant, and the Company will not be entitled to a tax deduction by reason of such grant.  

Upon exercise of a NQO, the excess of the share’s fair market value on the exercise date over the exercise price will be considered ordinary income to the participant.  In the event of a sale of shares purchased upon exercise of a NQO, any appreciation above or depreciation below the fair market value at the date of exercise will generally qualify as capital gain or loss and will be long-term capital gain or loss if the participant has held the stock for more than one year at the time of sale.

Upon exercise of an ISO, the participant will not recognize taxable income (unless the participant is subject to the federal alternative minimum tax), Chairmanand the Company generally is not entitled to a tax deduction by reason of such exercise.  However, if shares purchased pursuant to the exercise of an ISO are sold within two years from the date of grant or within one year after the transfer of such shares to the participant, then the participant must treat the gain realized upon such premature disposition as ordinary income to the extent of the lesser of (i) the fair market value of the stock on the date of exercise minus the exercise price or (ii) the amount realized on disposition of the stock minus the exercise price. Any gain in excess of these amounts may be treated as capital gain. The Company generally will be entitled to a tax deduction at the same time and in the same amount to the extent the amount represents reasonable compensation and an ordinary and necessary expense, subject to tax reporting.  For disposition after the above time limits (so long as the participant has continuously been our employee from the date of grant to three months before the date of exercise (or 12 months in the event of death or disability)), the gain represented by the differences from the sales proceeds and the exercise price will be taxed as a capital gain or loss.  The excess of the fair market value of the stock on the date of exercise over the exercise price will constitute an item of adjustment in computing the participant’s alternative minimum taxable income for the year of exercise. Thus, certain participants may increase their federal income tax liability as a result of the exercise of an ISO under the alternative minimum tax rules.
Charles D. Way
Scott J. VassalluzzoPursuant to the Code and terms of the 2017 Plan, in no event can there first become exercisable by a participant in any one calendar year ISOs granted by the Company with respect to shares having an aggregate fair market value (determined at the time an option is granted) greater than $100,000. To the extent an ISO granted under the 2017 Plan exceeds this limitation, it will be treated as a NQO. In addition, no ISO may be granted to an individual who owns, immediately before the time that the option is granted, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, unless the option price is equal to or exceeds 110% of the fair market value of the stock and the option period does not exceed five years.

Stock Appreciation Rights

For federal income tax purposes, the grant of a SAR should not result in taxable income to a participant or a tax deduction to the Company. Upon exercise, the amount of cash and fair market value of shares received by the participant, less cash or other consideration paid (if any), is taxed to the participant as ordinary income.

Restricted Stock Awards

The grant of a restricted stock award will not result in taxable income to the participant or a tax deduction to the Company for federal income tax purposes, unless the restrictions on the stock do not present a substantial risk of forfeiture or the award is transferable, as defined under Code Section 83. Generally, a restricted stock award will be taxed at ordinary income rates on the value of the vested portion of such award and any cash amount awarded (less cash or other consideration paid (if any)) in the year in which the restricted stock is no longer subject to a substantial risk of forfeiture, or the award is transferable.  However, if the participant makes an effective election under Code Section 83(b), the participant may elect to include in his or her ordinary income an amount equal to the stock’s fair market value, less any amount paid for the shares, at the time the shares are awarded.

Restricted Stock Units, Phantom Stock Awards and Dividend Equivalents

The grant of a restricted stock unit, phantom stock award or dividend equivalent award generally should not result in taxable income to the participant. However, the participant will recognize ordinary income on account of the settlement of such award. The income recognized by the participant at that time will be equal to any cash that is received and the fair market value of any stock that is received in settlement of the award.


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Code Section 409A

If Code Section 409A applies to the 2017 Plan or any award, and the 2017 Plan and award do not, when considered together, satisfy the requirements of Code Section 409A during a taxable year, the participant will have ordinary income in the year of non-compliance in the amount of all deferrals subject to Code Section 409A to the extent that the award is not subject to a substantial risk of forfeiture. The participant will be subject to an additional tax of 20% on all amounts includable in income and may also be subject to interest charges under Code Section 409A. The Company undertakes no responsibility to take, or to refrain from taking, any actions in order to achieve a certain tax result for any participant.

Code Section 162(m)

Subject to Code Section 162(m) and certain reporting requirements, the Company may be entitled to an income tax deduction with respect to the amount of compensation includable as income to the participant. See “Performance-Based Compensation; Code Section 162(m) Requirements” above for additional information regarding Code Section 162(m) and performance-based compensation.

Effective Date; Duration

As noted above, the 2017 Plan will become effective on August 30, 2017, subject to shareholder approval. No awards may be granted after August 29, 2027.

New Plan Benefits

No awards will be granted under the 2017 Plan unless it is approved by our shareholders. The selection of individuals who will receive awards under the 2017 Plan, if shareholders approve the 2017 Plan, and the amount of any such awards is not yet determinable due to vesting, performance and other requirements. Therefore, it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of participants.

In fiscal year 2017, we granted awards under our 2008 and 2011 Plan to our named executive officers, non-employee directors and other eligible employees. Our equity compensation program, including information regarding these grants, is described above under “Compensation Discussion and Analysis - Long-Term Incentive Compensation - Company Stock Plans.”

The Board believes that approval of the 2017 Plan is in the best interests of the Company in order to continue the purposes of our equity compensation program and to serve as an important recruitment and retention tool. The Board believes that substantial equity-based ownership and other long-term incentives encourage management to take actions favorable to the long-term interests of the Company and its shareholders. Accordingly, equity-based and other long-term compensation makes up a significant portion of the overall compensation of our executive management team. The Board believes that the adoption of the 2017 Plan will allow us to continue the use of equity compensation as a component of a competitive, but measured, overall compensation program.

Required Vote and Recommendation

Approval of the 2017 Plan by our shareholders will require the affirmative vote of the majority of the votes cast on this Proposal 4. You may vote “for” or “against” or “abstain” from voting with respect to this proposal. Abstentions and “broker non-votes,” if any, are not counted as votes cast and will have no effect on the outcome of the vote on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE 2017 PLAN.

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PROPOSAL II –5 - AMEND BYLAWS TO SET A MINIMUM AND MAXIMUM NUMBER
OF DIRECTORS
Article III, Section 2 of the Bylaws currently provides that the number of directors on the Board shall be seven (7). This number may only be changed by an amendment to Article III, Section 2 of the Bylaws, adopted by the vote or written consent of the Company’s shareholders.
Title 33, Chapter 8 of the South Carolina Code of Laws provides that the articles of incorporation or bylaws of a company may establish a variable range for the size of the Board by fixing a minimum and maximum number of directors and that if such a range is established, the number of directors may be fixed or changed within the minimum and maximum by the Board or the shareholders. To take advantage of this flexibility, our Board has approved, and recommends that our shareholders approve, an amendment to the first sentence of Article III, Section 2 to set a minimum and maximum number of directors of five (5) and fifteen (15) directors, respectively, with the number of directors to be established from time to time by a majority vote of the Board. Additionally, our Board has approved, and recommends that our shareholders approve, a corresponding amendment to Article VIII, Section 5.
The proposed amendments to the Company’s Bylaws to implement this proposal is set forth below, showing the changes to Article III, Section 2 and Article VIII, Section 5 resulting from the proposed amendment with deletions indicated by strike-outs and additions indicated by both italicizing and underlining:
“Article III, Section 2.Number, Term and Qualifications. The number of directors constituting the Board of Directors shall be seven (7)not less than five (5) nor more than fifteen (15). The number of directors shall be fixed from time to time by a resolution of the majority of the board of directors or by a resolution of the shareholders at any meeting; but in the absences of such resolution, the number of directors elected at the meeting shall constitute the number of directors of the corporation until the next annual meeting of the shareholders, unless the number is changed prior to such meeting in the manner set forth above. Each director shall hold office from the time of his or her election and qualification until the annual meeting of shareholders next succeeding his or her election and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation or removal. Directors need not be residents of the state of South Carolina or shareholders of the corporation.
Article VIII, Section 5. Amendments. Except as otherwise provided herein or by applicable law, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors.
The Board of Directors shall have no power to adopt a bylaw: (1) requiring more than a majority of the voting shares for a quorum at a meeting of shareholders or more than a majority of the votes cast to constitute action by the shareholders, except as in accordance with the corporation’s articles of incorporation or as required by law; (2) providing for the management of the corporation otherwise than by the Board of Directors or its committees; (3) increasing or decreasing the number of directors beyond the number fixedrange set forth in Article III, Section 2 hereof; or (4) classifying and staggering the election of directors.
No bylaw adopted or amended by the shareholders shall be altered or repealed by the Board of Directors.”
This amendment will provide the Board with flexibility and discretion to meet future needs, including the addition of independent directors to the Board, without the risk of having unfilled vacancies. If the shareholders vote to approve this Proposal, the Company shall adopt a Sixth Amended and Restated Bylaws (the “New Bylaws”), effective as of the passage of this Proposal 5. The foregoing summary of the amendment is qualified in its entirety by reference to the full text of Article III, Section 2 and Article VIII, Section 5 of the New Bylaws, a copy of which is attached hereto as Appendix B. Shareholders are urged to read carefully the full text of Article III, Section 2 and Article VIII, Section 5 of the New Bylaws.
Required Vote and Recommendation
Approval of the amendment to our Bylaws to set a minimum and maximum number of directors requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. You may vote “for” or “against” or “abstain” from voting with respect to this proposal. Abstentions and “broker non-votes,” if any, are not counted as votes cast and will have no effect on the outcome of the vote on this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO THE COMPANY’S BYLAWS TO SET A MINIMUM AND MAXIMUM NUMBER OF DIRECTORS.

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PROPOSAL 6 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTSACCOUNTING FIRM
Our Audit and Compliance Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm. The Audit and Compliance Committee has approved the selectionengages in an annual evaluation of the independent public accounting firm’s qualifications and also considers the advisability and potential impact of selecting a different independent registered public accounting firm.
After assessing the performance and independence of the Company’s independent registered public accounting firm McGladreyfor fiscal years 2016 and 2017, RSM US LLP, the Audit and Compliance Committee believes that retaining RSM US LLP is in the best interests of our Company and has therefore appointed RSM US LLP as theour independent registered public accounting firm to audit the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company and its subsidiaries for the 20162018 fiscal year.
Although it is not required to do so, our Board is asking shareholders to ratify RSM US LLP’s appointment as a matter of good corporate governance. If our shareholders do not ratify the appointment, the Audit and Compliance Committee will consider changing our independent registered public accounting firm for the 2018 fiscal year, but it is not required to do so. Whether or not shareholders ratify RSM US LLP’s appointment, the Audit and to performCompliance Committee may appoint a different independent registered public accounting firm at any time if it determines that such other appropriate accounting services as may be required by the Board.a change is appropriate.

The CompanyRSM US LLP has been advised by McGladrey LLPour Audit and Compliance Committee that the firm did not have any direct financial interest or any material indirect financial interest in the Company andor any of its subsidiaries during the Company’s most recent fiscal year.
Representatives We expect representatives of McGladreyRSM US LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire, and they are expectedwe expect them to be available to respond to appropriate questions.
Audit Fees

The table below and the accompanying footnotes set forth the fees paid by the Company to RSM US LLP, for our last two fiscal years:

DescriptionFiscal 2017
 Fiscal 2016
Audit fees (1)
$789,000
 $584,175
Audit-related fees (2)
26,000
 20,000
Tax fees—
 —
All other fees—
 —
Total fees for all services$815,000
 $604,175

(1)
Audit Fees consisted of fees paid for assurance and related services related to the performance of the audit of our annual financial statements, review of the financial statements included in our quarterly reports on Form 10-Q and services normally provided in connection with our statutory and regulatory filings.
(2)
Audit-related Fees consisted of fees paid for services related to the performance of the audit of our employee benefit plan.


Audit Committee Pre-Approval Policies and Procedures

Our Audit and Compliance Committee pre-approves all audit and permitted non-audit services provided to the Company by its independent registered public accounting firm.  Our Audit and Compliance Committee annually pre-approves a list of services that the independent registered public accounting firm may provide, which consists of audit services, audit-related services, tax services and all other services. If the Company requests, or the independent registered public accounting firm suggests, additional services during the year, these services may be undertaken only after review and approval by the Audit and Compliance Committee Chairman, who then reports on such services to the full Audit and Compliance Committee at its next regularly scheduled meeting after approval by the Chairman. No audit or non-audit services were approved pursuant to the de minimis exception to the audit committee pre-approval requirements specified in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

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Required Vote and Recommendation

Approval of the proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year requires the affirmative vote of a majority of the Sharesshares of common stock voted on the proposal. ShouldAbstentions, if any, are not counted as votes cast and will have no effect on the shareholdersoutcome of the vote negatively, the Board of Directors will consider a change in accountants for the next fiscal year.on this proposal.


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The Board unanimously recommends a voteTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ratifying the selection of McGladreyRATIFYING THE APPOINTMENT OF RSM US LLP as the independent registered public accounting firm to audit the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company and its subsidiaries for the 2016 fiscal year.AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2018 FISCAL YEAR.

Report of the Audit and Compliance Committee of the Board of Directors

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REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE

The Audit and Compliance Committee for the Company’s fiscal year ended March 31, 2015 wasis composed of three directors, Charles D. Way (Chairman), Ken R. Bramlett, Jr. and Darrell E. Whitaker, each of whom is independent within the meaning of both applicable NASDAQ rules and allthe standards of whom have accounting or relatedindependence for Audit and Compliance Committee members under the Exchange Act. The Board has also determined that each current committee member is an “audit committee financial management expertise.expert” as defined in Item 407(d)(5) of Regulation S-K.  The Audit and Compliance Committee operates under a written charter approved by the Board of Directors.Board.

ManagementThe Company’s management is responsible for the Company’s financial reporting process, including the preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and for the Company’s system of internal controls, including establishing and maintaining adequate internal control over financial reporting.  The Company’s independent registered public accounting firm is responsible for performing an independent audit of those financial statements and the effectiveness of the Company’s internal control over financial reporting. It is not the duty or responsibility of the Audit and Compliance Committee to conduct auditing or accounting reviews or procedures. The responsibility of the members of the Audit and Compliance Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by monitoring these processes.

The Audit and Compliance Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements.  The Audit and Compliance Committee’s oversight of these processes and considerations and discussions with management and with the Company’s independent registered public accounting firm do not assure that the Company’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, or that the Company has maintained effective internal control over financial reporting.

In this context, theThe Audit and Compliance Committee met with our management and theour independent registered public accounting firm, RSM US LLP, to review and discuss the Company’s audited consolidated financial statements as of and for the fiscal yearsyear ended March 31, 2015.2017.  The Audit and Compliance Committee also discussed with the independent registered public accounting firmRSM US LLP the matters required to be discussed by Statement on Auditing No. 16, Standard 1301, “Communications with Audit Committees, as adopted” issued by the Public Company Accounting Oversight Board.Board (“PCAOB”).

The Audit and Compliance Committee also received the written disclosures and athe letter from the independent registered public accounting firmRSM US LLP required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent registered public accounting firm’sRSM US LLP’s communications with the Audit and Compliance Committee concerning independence, and the Audit and Compliance Committeecommittee discussed with the independent registered public accounting firmRSM US LLP that firm’s independence.  In particular, the Audit and Compliance Committee considered whether the provision of non-audit services described in the following sectionabove is compatible with maintaining the independence of the accountants.

Based upon the Audit and Compliance Committee’s review and discussions with management and the independent registered public accounting firm, and the Audit and Compliance Committee’s review of the representations of management and the independent registered public accounting firm,described above, the Audit and Compliance Committee recommended that the Board of Directors include the audited consolidated financial statements for the fiscal year ended March 31, 2017 in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015,2017, for filing with the Securities and Exchange Commission.

Audit and Compliance Committee
Charles D. Way, Chairman
Ken R. Bramlett, Jr.
Darrell E. Whitaker


3351


Audit and Compliance Committee Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm

As mandated by SEC regulations, the Audit and Compliance Committee pre-approves all audit and permitted non-audit services provided to the Company by its independent registered public accounting firm. The Audit and Compliance Committee’s practice in this regard is to have the Company’s independent registered public accounting firm, in conjunction with their proposed engagement to provide annual audit services, provide for the Audit and Compliance Committee’s review and approval the terms of additional proposed engagements regarding matters such as tax compliance and employee benefit plan audits. To the extent that any other services not detailed on these engagements are proposed throughout the year, these services may be undertaken only after review with, and approval by, the Audit and Compliance Committee Chairman, who reports on such services to the full Audit and Compliance Committee at its regularly scheduled meetings.SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS

Change in Independent Registered Public Accountants

As previously reported, on August 29, 2014, the Company was informed by KPMG LLP that KPMG LLP would not respond to the Company’s then-recent request for proposal to serve as the Company’s independent registered public accounting firm and that KPMG LLP resigned as the Company’s current independent registered public accounting firm. The decision to request proposals to serve as the Company’s independent registered public accounting firm was approved by the Company’s Audit Committee and the Board of Directors.
The audit reports of KPMG LLP on the consolidated financial statements of the Company as of and for the years ended March 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two fiscal years ended March 31, 2014 and 2013 and from April 1, 2014 through August 29, 2014, (i) there were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to KPMG LLP’s satisfaction, would have caused KPMG LLP to make reference in connection with their opinion to the subject matter of the disagreement and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except that as of March 31, 2013, management's assessment of the Company's internal control over financial reporting identified a material weakness related to the following deficiencies:

The Company did not have a documented policy that addressed the establishment of the allowance for loan losses, including the assumptions underlying the allowance for loan losses and how management would review and conclude on the appropriateness of the allowance for loan losses; and

The Company did not have a control to assess whether the accounting treatment of renewals was in accordance with U.S. generally accepted accounting principles and what impact, if any, renewals would have on the estimate of the allowance for loan losses.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness was remediated during fiscal 2014 and management concluded that the Company’s internal control over financial reporting was effective as of March 31, 2014.

On September 16, 2014, the Company, appointed McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2015, based on the approval of the Audit Committee of the Company’s Board of Directors. During the years ended March 31, 2014 and 2013 and through September 16, 2014, neither the Company nor anyone on its behalf consulted McGladrey LLP regarding (i) the application of accounting principles to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements, or (iii) any matter that was the subject of a “disagreement” or “reportable event” within the meaning of Item 304(a)(1) of Regulation S-K.

Audit Fees

McGladrey LLP billed the Company $447,000 in aggregate fees for fiscal year 2015 audit services, the review of the financial statements included in quarterly and annual reports on Form 10-Q and 10-K during fiscal year 2015, services that are normally provided by them in connection with statutory and regulatory filings, and in connection with a comfort letter.


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KPMG LLP billed the Company $490,000 in aggregate fees for fiscal year 2014 audit services, the review of the financial statements included in quarterly and annual reports on Form 10-Q and 10-K during fiscal year 2014 and the services that were normally provided by them in connection with statutory and regulatory filings.

Audit-Related Fees

There were no audit-related fees billed by McGladrey LLP in fiscal year 2015 for assurance and related services other than those described above under "Audit Fees" that are reasonably related to the performance of the audit or review of the Company's financial statements.

KPMG LLP billed the Company $20,000 in aggregate fees for fiscal year 2014 for assurance and related services, other than those described above under “Audit Fees,” that are reasonably related to the performance of the audit or review of the Company’s financial statements. In 2014, these fees were billed for the audit of the Company’s Retirement Savings Plan and in connection with a SEC comment letter.

Tax Fees

For fiscal 2014, KPMG LLP billed the Company $7,209 in aggregate fees for tax compliance, tax advice and tax planning services.

All Other Fees

McGladrey LLP billed the Company $42,000 in aggregate fees for fiscal year 2015 related to regulatory compliance and consulting.

There were no other fees billed for other services rendered by KPMG LLP for fiscal year and 2014.

All of the fees reported above were approved by the Audit and Compliance Committee and none were approved pursuant to the de minimis exception to the audit and compliance committee pre-approval requirements specified in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

PROPOSAL III – APPROVAL OF A NON-BINDING ADVISORY
RESOLUTION ON EXECUTIVE COMPENSATION
Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related implementing regulations issued by the SEC require that at the first Annual Meeting of Shareholders on or after January 21, 2011 and not less than once every three years thereafter, the Company include a separate resolution subject to an advisory shareholder vote to approve the compensation of the Company’s Named Executive Officers, as disclosed in its proxy statement pursuant to Item 402 of Regulation S-K of the SEC. The Company currently intends to offer this advisory vote annually.
This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse, on an advisory basis, the Company’s executive pay program and policies, as disclosed in this Proxy Statement, through the following resolution:
“Resolved, that the shareholders approve the compensation of the Company’s Named Executive Officers as disclosed, pursuant to Item 402 of Regulation S-K of the SEC, in this Proxy Statement.”
As provided in the Dodd-Frank Act, this vote will not be binding on the Company or the Board of Directors. The Compensation Committee, however, expects to take into account the outcome of the vote when considering future executive compensation arrangements.
With respect to the above resolution, shareholders may vote for the resolution, against the resolution or abstain from voting.  This matter will be decided by the affirmative vote of a majority of the votes cast at the Annual Meeting. On this matter, abstentions and broker non-votes will have no effect on the voting.
The Board and the Compensation Committee believe that the compensation program is designed to tie pay to performance and, with its mix of short-term and long-term incentives and of cash and equity compensation, rewards sustained performance that is aligned with long-term shareholder interests. The Board and the Compensation Committee believe the compensation paid or awarded to the NEOs for fiscal 2015 was reasonable and appropriate. In fiscal 2015:

35


the Company achieved record earnings per diluted share of $11.90, an increase of 23.9% over fiscal 2014;
gross loans outstanding remained level with the prior fiscal year;
total G&A expense as a percentage of revenue, as presented, increased to 49.5% from 48.5% in fiscal2014. These figures represent a non-GAAP measure that  excludes adjustments for deferred origination costs described in footnote 1 to the Company’s audited financial statements for the fiscal year ended March 31, 2015. The non-GAAP figures may be reconciled to GAAP presentation according to the following tables:
March 31, 2015 Non-GAAP Adjustments GAAP
Consolidated revenue 629,541,606
    
Revenue Adj.   (19,328,729)  
Adjusted revenue     610,212,877
General and administrative expense 311,380,247
    
Admin. expense - personnel Adj.   (15,578,890)  
Admin expense - other Adj.   (3,749,839)  
Adjusted G&A expense     292,051,518
G&A expense as a percentage of revenue 49.5%   47.9%
March 31, 2014 Non-GAAP Adjustments GAAP
Consolidated revenue 617,649,251
    
Revenue Adj.   (18,385,852)  
Adjusted revenue     599,263,399
General and administrative expense 299,634,285
    
Admin. expense - personnel Adj.   (15,349,640)  
Admin expense - other Adj.   (3,036,212)  
Adjusted G&A expense     281,248,433
G&A expense as a percentage of revenue 48.5%   46.9%
Management believes the above non-GAAP presentation of total G&A expense as a percentage of revenue is an appropriate way of presenting this metric as it relates to the Company’s fiscal 2015 Executive Incentive Plan, but should not be considered an alternative to disclosure of the Company’s performance as calculated in accordance with GAAP.
net charge-offs as a percent of average net loans decreased to 12.9% from 14.7% in fiscal 2014.
as a result of this performance, the Company exceeded the target level of performance on two of its four key corporate-level performance measures and achieved the threshold level of performance on one such measures, resulting in bonus payments under the executive incentive plan that averaged 78% and 55% of base salary for all NEOs for fiscal 2015 and 2014, respectively.
Shareholders are encouraged to read the “Executive Compensation” section of this Proxy Statement, including “—Compensation Discussion and Analysis,” the accompanying compensation tables, and the related narrative disclosure, for more information on the executive compensation.
FOR THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSALS FOR 20162018 ANNUAL MEETING OF SHAREHOLDERS
Shareholders who intend
Under certain conditions, shareholders may request that we include a proposal or director nomination at a forthcoming meeting of our shareholders in the proxy materials of the Company for such meeting. Under SEC Rule 14a-8, any shareholder desiring to present proposalsa proposal to take action at the 2018 annual meeting of shareholders and include such proposal in our proxy materials must ensure that we receive the proposal by March 26, 2018.

In order for considerationa shareholder proposal, including a nomination for election to the Board of Directors, to be submitted at next year’s Annual Meeting are advised that any suchthe 2018 annual meeting of shareholders (but not included in our proxy statement) the proposal must be received by the Company’s Corporate Secretary at least 90 but not more than 120 days prior to the first anniversary of the Companypreceding year’s annual meeting. Consequently, any shareholder proposal to be submitted at the 2018 annual meeting of shareholders (but not included in our proxy statement) will not be considered timely unless the notice required by noour Bylaws is delivered to the Corporate Secretary not earlier than the close of business on May 2, 2018 and not later than the close of business on March 9, 2016, if such proposal isJune 1, 2018.

The shareholder notice, with respect to be considered for inclusionall shareholder proposals, must comply in all respects with the proxy statement and proxy appointment form relating to that Meeting. Only persons who have held beneficially or of record the lesser of at least $2,000 in market value, or 1%information required by Article II, Section 2 of the outstanding Common Stock, for at least one year onCompany’s Bylaws. A copy of the Company’s Bylaws is available upon written request to: World Acceptance Corporation, P.O. Box 6429, Greenville, South Carolina 29606, Attention: Corporate Secretary.

It is presently anticipated that the Company’s 2018 annual meeting of shareholders will be held in August 2018. However, if the date of the proposal2018 annual meeting of shareholders is submitted and who continue in such capacity throughadvanced by more than 30 days or delayed by more than 60 days from the Meetingone-year anniversary of the date are eligible to submit proposals to be considered for inclusion inof the Company’s proxy statement. In addition, under current SEC rules, the persons designated with voting authority in proxies solicited by the Board of Directors may exercise their discretionary voting authority to vote against any shareholder proposal raised at next year’s Annual Meeting, ifthe Company will, in a timely manner, provide public notice of such proposal isthe new date of the 2018 annual meeting of shareholders and the new dates by which shareholder proposals submitted pursuant to and outside of SEC Rule 14a-8 must be received by the Secretary of the Company later than the close of business on May 24, 2016. These deadlines and related procedural requirements (as well as those described for shareholder nomination of director candidates under “Corporate Governance Matters – Director Nominations”) are based on current SEC rules and are subject to change if and to the extent contrary to the requirements of any applicable SEC rules that may be in effect for the Company’s 2016 proxy statement and Annual Meeting. In such an event, the Company will notify its shareholders, through applicable SEC filings or otherwise, of changes to such deadlines and procedures.Company.

OTHER MATTERS
The Board and the Company’s officers are not aware of any other matters that may be presented for action at the Annual Meeting, but if other matters do properly come before the Annual Meeting, it is intended that Sharesshares of common stock represented by proxies in the accompanying form will be voted by the persons named in the proxy in accordance with their best judgment.
You





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Appendix A

WORLD ACCEPTANCE CORPORATION
2017 STOCK INCENTIVE PLAN

SECTION 1
GENERAL

1.1Purpose. This World Acceptance Corporation 2017 Stock Incentive Plan (this Plan, as it may be amended and/or restated, the “Plan”) has been established by World Acceptance Corporation (the “Company”) to (i) attract and retain the services of persons eligible to participate in this Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that are cordially invitedcompetitive with those of other similar companies; and (iv) further align Participants’ interests with those of the Company’s other shareholders through compensation that is based on the Company’s common stock; and thereby promote the long-term financial interest of the Company and Related Entities, including the growth in value of the Company’s equity and enhancement of long-term shareholder return.
1.2Participation. Subject to attendthe terms and conditions hereof, the Committee (as defined below) shall determine and designate, from time to time, from among the Eligible Individuals, those individuals who shall be granted one or more Awards under the Plan, and thereby become “Participants” herein.
1.3Operation, Administration, and Definitions. The operation and administration of this year’s Meeting. However,Plan, including the Awards made hereunder, shall be subject to the provisions of Section 8. Capitalized terms shall be defined as set forth herein (including the definition provisions of Section 13).

SECTION 2
EMPLOYEE OPTIONS

2.1Grant of Options. The Committee may, in its discretion, from time to time grant to Eligible Individuals options to purchase Stock (each, an “Option”), subject to the terms and conditions of this Plan, at an Exercise Price established by the Committee. Any Option granted under this Section 2 may be either an ISO or an NQO, as determined in the discretion of the Committee. An “ISO” is an Option that is intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b). An “NQO” is an Option that is not intended to be an “incentive stock option” as that term is described in Code Section 422(b). In the case of ISOs, the terms and conditions of such grants shall, in addition to the terms and conditions of the Plan, be subject to and comply with such rules as may be prescribed by Code Section 422, as may be amended from time to time. To the extent that an Option is designated as an ISO but does not qualify as such under Code Section 422, the Option (or portion thereof) shall be treated as an NQO. An Option may be granted with or without a Related SAR.
2.2Exercise Price. The “Exercise Price” of each Option granted under this Section 2 shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted and stated in an Award Agreement evidencing the grant of the Option, except that the Exercise Price shall not be less than (i) in the case of Options intended to be ISOs granted to any Eligible Individual who at the time of such grant owns Stock representing more than ten percent (10%) of the total combined voting power of the Company or any Related Entity, 110% of the Fair Market Value of a share of Stock on the date of grant and (ii) in the case of all Eligible Individuals other than those described in Section 2.2(i) above, 100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share of Stock). Notwithstanding the foregoing, the Committee may in its discretion authorize the grant of substitute or assumed options of an acquired entity with an Exercise Price not equal to 100% of the Fair Market Value of the Stock on the date of grant if the terms of such substitution or assumption otherwise comply, to the extent deemed applicable, with Code Section 409A and/or Code Section 424(a).
2.3Exercise. An Option granted under this Section 2 shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee and stated in an Award Agreement; provided that no Option of the type granted to an Eligible Individual described in Section 2.2(i) above may be exercisable for a term greater than five years, and no other such Option may be exercisable for a term greater than ten years.

A- 1


2.4Exercise of Options. An Option may be exercised by giving written notice to the Company in a form acceptable to the Committee at such place and subject to such conditions as may be established by the Committee or its designee. Such notice shall specify the number of shares to be purchased pursuant to the Option and the aggregate purchase price to be paid therefor and shall be accompanied by payment of such purchase price (as further described in Section 2.5 below). The Committee shall determine the extent, if any, to which a Participant may have the right to exercise an Option following termination of the Participant’s employment with or service to the Company. Such rights, if any, shall be subject to the sole discretion of the Committee, shall be stated in the individual Award Agreement, need not be uniform among all Options issued pursuant to this Section 2 and may reflect distinctions based on the reasons for termination of employment or service.
2.5Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted under this Section 2 shall be subject to the following:
a.Subject to the following provisions of this Section 2.5 or as otherwise determined by the Committee pursuant to the Plan, the full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described in Section 2.5(b)(iii), payment may be made as soon as practicable after the exercise).
b.Unless an Award Agreement provides otherwise, the Exercise Price shall be payable (i) in cash or cash equivalent or, except where prohibited by the Committee or applicable law (and subject to such terms and conditions as may be established by the Committee), payment may also be made: (ii) by tendering, by either actual delivery of shares or by attestation, shares of Stock acceptable to the Committee, (iii) by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (iv) by shares of Stock withheld upon exercise; (v) by such other payment methods as may be approved by the Committee and which are acceptable under applicable law; or (vi) in any combination of the foregoing payment methods, as determined by the Committee. Shares delivered or withheldin payment on the exercise of an Option shall be valued at their Fair Market Value on the day of exercise, as determined by the Committee or its designee.
2.6Settlement of Award. Settlement of Options is subject to Section 8.9.
2.7Repricing. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization, rights offering, reorganization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries, liquidation, combination, exchange or reclassification of shares) or unless approved by the Company’s shareholders, the Company may not (i) amend the terms of outstanding Options or SARs to reduce the Exercise Price or Base Price of such outstanding Options or SARs; (ii) exchange outstanding Options or SARs for cash, for Options or SARs with an Exercise Price or Base Price that is less than the Exercise Price or Base Price of the original Option or SAR, or for other equity awards at a time when the original Option or SAR has an Exercise Price or Base Price, as the case may be, above the Fair Market Value of the Common Stock; or (iii) take other action with respect to Options or SARs that would be treated as a repricing under the rules of the principal stock exchange on which shares of the Common Stock are listed.
2.8Notice of Disposition. If shares of Stock acquired upon exercise of an ISO are disposed of within two years following the date of grant or one year following the transfer of such shares to a Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Committee may reasonably require.
2.9Limitation on ISOs. In no event shall there first become exercisable by an Eligible Individual in any one calendar year ISOs granted by the Company or any Related Entity with respect to shares having an aggregate Fair Market Value (determined at the time an ISO is granted) greater than $100,000; provided, that, if such limit is exceeded, then the first $100,000 of shares to become exercisable in such calendar year shall be ISOs and the Options (or portion thereof) for shares with a value in excess of $100,000 that first became exercisable in that calendar year shall be considered NQOs. In the event the Code or the regulations promulgated thereunder are amended after the Effective Date of the Plan to provide for a different limitation on the Fair Market Value of shares permitted to be subject to ISOs, then such different limit shall be automatically incorporated herein.

SECTION 3
DIRECTOR OPTIONS

3.1Grant of Options. The Committee may, in its discretion, from time to time grant to Eligible Individuals who are members of the Board but not employees of the Company or any Related Entity, Options, subject to the terms

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and conditions of this Plan, at an Exercise Price established by the Committee. Each Option granted under this Section 3 shall be an NQO.
3.2Exercise Price. The “Exercise Price” of each Option granted under this Section 3 shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted and stated in an Award Agreement evidencing the grant of the Option, except that the Exercise Price shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share of Stock). Notwithstanding the foregoing, the Committee may in its discretion authorize the grant of substitute or assumed options of an acquired entity with an Exercise Price not equal to 100% of the Fair Market Value of the Stock on the date of grant if the terms of such substitution or assumption otherwise comply, to the extent deemed applicable, with Code Section 409A.
3.3Exercise. An Option granted under this Section 3 shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee and stated in an Award Agreement; provided that no such Option may be exercisable for a term greater than ten years.
3.4Exercise of Options. An Option may be exercised by giving written notice to the Company in a form acceptable to the Committee at such place and subject to such conditions as may be established by the Committee or its designee. Such notice shall specify the number of shares to be purchased pursuant to the Option and the aggregate purchase price to be paid therefor and shall be accompanied by payment of such purchase price (as further described in Section 3.5 below). The Committee shall determine the extent, if any, to which a Participant may have the right to exercise an Option following termination of the Participant’s service with the Company. Such rights, if any, shall be subject to the sole discretion of the Committee, shall be stated in the individual Award Agreement, need not be uniform among all Options issued pursuant to this Section 3 and may reflect distinctions based on the reasons for termination of service.
3.5Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted under this Section 3 shall be subject to the following:
a.Subject to the following provisions of this Section 3.5 or as otherwise determined by the Committee pursuant to the Plan, the full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described in Section 3.5(b)(iii), payment may be made as soon as practicable after the exercise).
b.Unless an Award Agreement provides otherwise, the Exercise Price shall be payable (i) in cash or cash equivalent or, except where prohibited by the Committee or applicable law (and subject to such terms and conditions as may be established by the Committee), payment may also be made: (ii) by tendering, by either actual delivery of shares or by attestation, shares of Stock acceptable to the Committee; (iii) by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (iv) by shares of Stock withheld upon exercise; (v) by such other payment methods as may be approved by the Committee and which are acceptable under applicable law; or (vi) in any combination of the foregoing payment methods, as determined by the Committee. Shares delivered or withheld in payment on the exercise of an Option shall be valued at their Fair Market Value on the day of exercise, as determined by the Committee or its designee.
3.6Settlement of Award. Settlement of Options is subject to Section 8.9.
3.7Repricing. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization, rights offering, reorganization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries, liquidation, combination, exchange or reclassification of shares) or unless approved by the Company’s shareholders, the Company may not (i) amend the terms of outstanding Options or SARs to reduce the Exercise Price or Base Price of such outstanding Options or SARs; (ii) exchange outstanding Options or SARs for cash, for Options or SARs with an Exercise Price or Base Price that is less than the Exercise Price or Base Price of the original Option or SAR, or for other equity awards at a time when the original Option or SAR has an Exercise Price or Base Price, as the case may be, above the Fair Market Value of the Common Stock; or (iii) take other action with respect to Options or SARs that would be treated as a repricing under the rules of the principal stock exchange on which shares of the Common Stock are listed.


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SECTION 4
STOCK APPRECIATION RIGHTS

4.1Award of SARs. Subject to the terms and conditions of this Plan, the Committee may, in its discretion, from time to time grant stock appreciation rights (“SARs”) to Eligible Individuals. SARs may be granted to the holder of an Option (a “Related Option”) with respect to all or a portion of the shares of Stock subject to the Related Option (a “Related SAR”) or may be granted separately to an Eligible Individual (a “Freestanding SAR”). The base price per share of a SAR (the “Base Price”) shall be no less than 100% of the Fair Market Value per share of the Stock on the date the SAR is granted. Notwithstanding the foregoing, the Committee may in its discretion authorize the grant of substitute or assumed SARs of an acquired entity with a Base Price per share not equal to at least 100% of the Fair Market Value of the Stock on the date of grant, if the terms of such substitution or assumption otherwise comply, to the extent deemed applicable, with Code Section 409A and/or Code Section 424(a). A SAR shall be considered to be granted on the date that the Committee acts to grant the SAR, or on such other date as may be established by the Committee in accordance with applicable law.
4.2Related SARs. A Related SAR may be granted either concurrently with the grant of the Related Option or (if the Related Option is a NQO) at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such Related Option. The Base Price of a Related SAR shall be equal to the Exercise Price of the Related Option. Related SARs shall be exercisable only at the time and to the extent that the Related Option is exercisable (and may be subject to such additional limitations on exercisability as the Committee may provide in an Award Agreement), and in no event after the complete termination or full exercise of the Related Option. Notwithstanding the foregoing, a Related SAR that is related to an ISO may be exercised only to the extent that the Related Option is exercisable and only when the Fair Market Value exceeds the Exercise Price of the Related Option. Upon the exercise of a Related SAR granted in connection with a Related Option, the Option shall be canceled to the extent of the number of shares as to which the SAR is exercised, and upon the exercise of a Related Option, the Related SAR shall be canceled to the extent of the number of shares as to which the Related Option is exercised or surrendered.
4.3Freestanding SARs. A SAR may be granted without relationship to an Option (as defined above a “Freestanding SAR”) and, in such case, shall be exercisable upon such terms and subject to such conditions as may be determined by the Committee, subject to the terms of this Plan.
4.4Exercise of SARs.
a.Subject to the terms of this Plan, SARs shall be vested and exercisable in whole or in part upon such terms and conditions as may be established by the Committee. The period during which a SAR may be exercisable shall not exceed ten years from the date of grant or, in the case of Related SARs, such shorter option period as may apply to the Related Option. Any SAR or portion thereof not exercised before expiration of the period established by the Committee shall terminate.
b.SARs may be exercised by giving written notice to the Company in form acceptable to the Committee at such place and subject to such terms and conditions as may be established by the Committee or its designee. Unless the Committee determines otherwise, the date of exercise of a SAR shall mean the date on which the Company shall have received proper notice from the Participant of the exercise of such SAR. Settlement of SARs is subject to Section 8.9.
c.The Committee shall determine the extent, if any, to which a Participant may have the right to exercise a SAR following termination of the Participant’s employment or service with the Company. Such rights, if any, shall be determined in the sole discretion of the Committee, shall be stated in the individual Award Agreement, need not be uniform among all SARs issued pursuant to this Section 4, and may reflect distinctions based on the reasons for termination of employment or service.
4.5Payment Upon Exercise. Subject to the limitations of this Plan, upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying (a) the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the Base Price of the SAR by (ii) the number of shares of Stock with respect to which the SAR is being exercised. The consideration payable upon exercise of a SAR shall be paid in cash, shares of Stock (valued at Fair Market Value on the date of exercise of the SAR) or a combination of cash and shares of Stock, as determined by the Committee.
4.6Repricing. The restrictions on repricing SARs found in Sections 2.7 and 3.7 shall control to the extent provided therein.

SECTION 5

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RESTRICTED STOCK AWARDS

5.1Award of Restricted Stock. Subject to the terms and conditions of this Plan, the Committee may, in its discretion, from time to time grant to Eligible Individuals shares of Stock that are subject to a risk of forfeiture or other restrictions, as determined by the Committee, that shall lapse (in whole or in part) upon the achievement of one or more conditions relating to completion of service by the Participant, achievement of performance objectives or conditions, other objectives or conditions, or any combination of such objectives or conditions (such shares of Stock, “Restricted Stock”). Settlement of Restricted Stock Awards is subject to Section 8.9.
5.2Restrictions on Awards. Each Award of Restricted Stock shall be subject to the following:
a.Any such Restricted Stock Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine.
b.The Committee may designate whether you planany such Restricted Stock Award being granted to attendany Participant who is a Covered Employee is intended to be “performance-based compensation” as that term is used in Code Section 162(m). All such Restricted Stock Awards designated as intended to be “performance-based compensation” shall be conditioned on the Meetingachievement of one or more objective performance measures, to the extent required by Code Section 162(m). The performance measures that may be used by the Committee for such Awards (or other Awards intended to be “performance-based compensation” under Code Section 162(m)) shall be based on any one or more of the following, as selected by the Committee: economic profit or economic value added, operating profit or EBIT, net earnings, net income, pretax income, consolidated operating income, segment operating income, return on equity, return on assets, return on capital, earnings growth, cash flow, working capital, share appreciation or price, total shareholder return, total business return, EBITDA, earnings per share of the Stock of the Company, growth in loans receivable, expense control, charge-off control, office growth and market share. Where applicable, performance measures may relate to the Company, one or more of its Subsidiaries or other Related Entities or one or more of its divisions, departments, units, segments, partnerships, joint ventures or minority investments, facilities, product lines or products or any combination of the foregoing, as well as individual measures. The targeted level or levels of performance with respect to such business criteria also may be established at such levels and on such terms as the Committee may determine, in its discretion, including but not youlimited to on an absolute basis, in relation to performance in a prior performance period, relative to one or more peer group companies or indices, on a per share and/or share per capita basis, on a pre-tax or after tax basis and/or any combination thereof. For Awards under this Section 5 intended to be “performance-based compensation,” the grant of the Awards, the establishment of the performance measures, and any adjustments or modifications to the manner of calculating the performance measures shall be made during such periods as required under Code Section 162(m). The Committee may apply other performance measures, which need not be objective, with respect to Restricted Stock Awards that are respectfully urgednot intended to signcomply with the qualified performance-based compensation exception found in Code Section 162(m). The Committee may appropriately adjust any evaluation of performance or other conditions of Restricted Stock Awards due to extraordinary items, transactions, events, developments or in recognition of any other unusual or infrequent events affecting the Company or the financial statements of the Company, or in response to changes in applicable law, accounting principles or business conditions, in each case as determined by the Committee (provided that any adjustment or modification involving Covered Employees for compensation that is intended to qualify as “performance-based compensation” under Code Section 162(m) shall be subject to any applicable restrictions under Code Section 162(m)). By way of example but not limitation, the Committee may exclude or otherwise objectively adjust for any of the following events that occurs during a performance period: (i) asset impairments and returnwrite-downs; (ii) significant litigation or claim judgments or settlements; (iii) the enclosed proxy,effect of changes in tax law, accounting standards or principles or other such laws or provisions affecting reported results; (iv) accruals for reorganization and restructuring programs; (v) any extraordinary, unusual or infrequently occurring items as described in then-current accounting principles or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the applicable period; (vi) acquisitions and divestitures; (vii) a change in the Company’s fiscal year; and/or (viii) any other specific unusual or infrequent events or objectively determinable category thereof.
5.3Termination of Employment or Service. Unless otherwise provided in an award agreement or the Committee determines otherwise, if the employment or service of a Participant shall be terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or any part of the Restricted Stock has not vested or been earned pursuant to the terms of the Plan and related Award Agreement, such Award, to the extent not then vested or earned, shall be forfeited immediately upon such termination and the Participant shall have no further rights with respect thereto.

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5.4Share Certificates; Escrow. Unless the Committee determines otherwise, a certificate or certificate representing the shares of Stock subject to the Restricted Stock shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with applicable law shall be provided) after the Award has been granted. Notwithstanding the foregoing, the Committee may require that (a) the Participant deliver the certificate(s) (or other instruments) for such shares to the Committee or its designee to be held in escrow until the Restricted Stock vests and is no longer subject to a substantial risk of forfeiture (in which will, of course,case the shares shall promptly be released to the Participant) or is forfeited (in which case the shares shall be returned to youthe Company); and/or (b) a Participant deliver to the Company a stock power, endorsed in blank (or similar instrument), relating to the shares subject to the Restricted Stock which are subject to forfeiture.

SECTION 6
RESTRICTED STOCK UNIT AWARDS

6.1Award of Restricted Stock Units. Subject to the terms and conditions of this Plan, the Committee may, in its discretion, from time to time grant to Eligible Individuals restricted stock units (“Restricted Stock Units”) that are subject to a risk of forfeiture or other restrictions, as determined by the Committee, that shall lapse (in whole or in part) upon the achievement of one or more conditions relating to completion of service by the Participant, achievement of performance objectives or conditions, other objectives or conditions, or any combination of such objectives or conditions. Settlement of Restricted Stock Unit Awards is subject to Section 8.9.
6.2Restrictions on Awards. Each Award of Restricted Stock Units shall be subject to the following:
a.Any such Restricted Stock Unit Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine.
b.The Committee may designate whether any such Restricted Stock Unit Award being granted to any Participant who is a Covered Employee is intended to be “performance-based compensation” as that term is used in Code Section 162(m). All such Restricted Stock Unit Awards designated as intended to be “performance-based compensation” shall be conditioned on the achievement of one or more objective performance measures, to the extent required by Code Section 162(m). The performance measures that may be used by the Committee for such Awards (or other Awards intended to be “performance-based compensation” under Code Section 162(m)) shall be based on any one or more of the following, as selected by the Committee: economic profit or economic value added, operating profit or EBIT, net earnings, net income, pretax income, consolidated operating income, segment operating income, return on equity, return on assets, return on capital, earnings growth, cash flow, working capital, share appreciation or price, total shareholder return, total business return, EBITDA, earnings per share of the Stock of the Company, growth in loans receivable, expense control, charge-off control, office growth and market share. Where applicable, performance measures may relate to the Company, one or more of its Subsidiaries or other Related Entities or one or more of its divisions, departments, units, segments, partnerships, joint ventures or minority investments, facilities, product lines or products or any combination of the foregoing, as well as individual measures. The targeted level or levels of performance with respect to such business criteria also may be established at such levels and on such terms as the Committee may determine, in its discretion, including but not limited to on an absolute basis, in relation to performance in a prior performance period, relative to one or more peer group companies or indices, on a per share and/or share per capita basis, on a pre-tax or after tax basis and/or any combination thereof. For Awards under this Section 6 intended to be “performance-based compensation,” the grant of the Awards, the establishment of the performance measures, and any adjustments or modifications to the manner of calculating the performance measures shall be made during such periods as required under Code Section 162(m). The Committee may apply other performance measures, which need not be objective, with respect to Restricted Stock Unit Awards that are not intended to comply with the qualified performance-based compensation exception found in Code Section 162(m). The Committee may appropriately adjust any evaluation of performance or other conditions of Restricted Stock Unit Awards due to extraordinary items, transactions, events, developments or in recognition of any other unusual or infrequent events affecting the Company or the financial statements of the Company, or in response to changes in applicable law, accounting principles or business conditions, in each case as determined by the Committee (provided that any adjustment or modification involving Covered Employees for compensation that is intended to qualify as “performance-based compensation” under Code Section 162(m) shall be subject to any applicable restrictions under Code Section 162(m)). By way of example but not limitation, the Committee may exclude or otherwise objectively adjust for any of the following events that occurs during a performance period: (i) asset impairments and write-downs; (ii) significant litigation or claim judgments or settlements; (iii) the effect of changes in tax law, accounting standards or principles or other such laws or provisions

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affecting reported results; (iv) accruals for reorganization and restructuring programs; (v) any extraordinary, unusual or infrequently occurring items as described in then-current accounting principles or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the applicable period; (vi) acquisitions and divestitures; (vii) a change in the Company’s fiscal year; and/or (viii) any other specific unusual or infrequent events or objectively determinable category thereof.
6.3Termination of Employment or Service. Unless otherwise provided in an award agreement or the Committee determines otherwise, if the employment or service of a Participant shall be terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or any part of the Restricted Stock Units have not vested or been earned pursuant to the terms of the Plan and related Award Agreement, such Award, to the extent not then vested or earned, shall be forfeited immediately upon such termination and the Participant shall have no further rights with respect thereto.
6.4Share Certificates; Escrow. Unless the Committee determines otherwise, a certificate or certificate representing shares of Stock issuable pursuant to a Restricted Stock Unit shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with applicable law shall be provided) promptly after the Award (or portion thereof) has vested and been earned and is distributable.

SECTION 7
PHANTOM STOCK AWARDS

7.1Award of Phantom Stock. Subject to the terms of this Plan, the Committee may, in its discretion, from time to time grant phantom stock awards (the “Phantom Stock Awards”) to such Eligible Individuals as determined by the Committee. A Phantom Stock Award is an Award to a Participant of a number of hypothetical share units with respect to shares of Stock, with a value based on the Fair Market Value of a share of Stock.
7.2Vesting of Phantom Stock Awards. Subject to the terms of this Plan (and taking into account any considerations found in Code Section 409A), the Committee shall have the sole authority to determine whether and to what degree Phantom Stock Awards have vested and are payable and to interpret the terms and conditions of Phantom Stock Awards.
7.3Termination of Employment or Service;Forfeiture. Unless otherwise provided in an award agreement or the Committee determines otherwise (taking into account any considerations found in Code Section 409A), if the employment or service a Participant shall be terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or any part of a Phantom Stock Award has not vested and become payable pursuant to the terms of this Plan and the related Award Agreement, such Award, to the extent not then vested or earned, shall be forfeited immediately upon such termination and the Participant shall have no further rights with respect thereto.
7.4Payment of Phantom Stock Awards. Upon vesting of all or a part of a Phantom Stock Award and satisfaction of such other terms and conditions as may be established by the Committee, the Participant shall be entitled to a payment of an amount equal to the Fair Market Value of one share of Stock with respect to each such Phantom Stock unit that has vested and is payable. Payment may be made, in the discretion of the Committee, in cash or in shares of Stock valued at their Fair Market Value on the applicable vesting date or dates (or other date or dates determined by the Committee), or in a combination thereof. Payment may be made in a lump sum or upon such terms as may be established by the Committee (taking into account any considerations found in Code Section 409A). Settlement of Phantom Stock Awards is subject to Section 8.9.

SECTION 8
OPERATION AND ADMINISTRATION; PLAN SHARES AND LIMITATIONS

8.1Effective Date. Subject to the approval of the shareholders of the Company at the Company’s 2017 annual meeting of its shareholders, this Plan shall be effective as of August 30, 2017 (the “Effective Date”). Awards may be granted on or after the Effective Date, but no Awards may be granted after August 29, 2027.
8.2Shares Subject to Plan. The shares of Stock for which Awards may be granted under this Plan shall be subject to the following:
a.The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued, including, to the extent permitted by applicable law, shares subsequently reacquired by the Company, whether purchased in the open market or in private transactions, or treasury shares.

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b.Subject to the following provisions of this Section 8.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be the aggregate of (i) 850,000 shares plus (ii) any shares subject to an award granted under the World Acceptance Corporation 2011 Stock Option Plan (the “2011 Plan”) or the World Acceptance Corporation 2008 Stock Option Plan (the “2008 Plan” and together with the 2011 Plan, the “Prior Plans”), which award is at any time forfeited, canceled, terminated, expires or lapses for any reason without the issuance of shares or pursuant to which such shares are forfeited to or reacquired by the Company.
c.To the extent provided by the Committee, any Award may be settled in cash rather than Stock. Only shares of Stock, if any, actually delivered to the Participant or beneficiarywith respect to an Award shall be treated as delivered for purposes of the determination under paragraph (b) above, regardless of whether the Award is denominated in Stock or cash, and, for clarity, Awards settled in cash shall not be counted against the share limitations stated herein. In addition, without limiting the effect of the foregoing, for purposes of the foregoing:
i.To the extent any Award is forfeited or otherwise expires, terminates, is canceled or becomes unexercisable without delivery of shares of Stock, such shares shall not be deemed to have been delivered for purposes of the determination under paragraph (b) above.
ii.Dividends paid in shares and/or dividends paid in cash in connection with outstanding Awards shall not be counted against the share limitations stated in paragraph (b) above.
d.The following shares of Stock may not again be made available for issuance as Awards under the Plan: (i) shares withheld from an Award or delivered by a Participant to satisfy tax withholding requirements for Awards, (ii) shares not issued or delivered as a result of the net settlement of an outstanding Award, (iii) shares withheld or delivered to pay the exercise price related to an outstanding Award and (iv) shares repurchased on the open market with the proceeds of the purchase price for an Award.
e.Further, (i) shares of Stock issued under the Plan through the settlement, assumption or substitution of outstanding awards granted by another entity or obligations to grant future awards as a condition of or in connection with a merger, acquisition or similar transaction involving the Company acquiring another entity shall not reduce the maximum number of shares of Stock available for delivery under the Plan, and (ii) available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and will not reduce the maximum number of shares of Stock available under the Plan, subject, in the case of both (i) and (ii) herein, to applicable stock exchange listing requirements.
f.Subject to Section 8.2(g), the following additional limitations are imposed under the Plan.
i.The maximum number of shares of Stock that may be issued by Options intended to be ISOs shall be 850,000 shares.
ii.The maximum number of shares of Stock that may be issued pursuant to Options and SARs that are not related to an Option granted to any one individual shall not exceed the greater of (A) 75,000 shares for grants made during any one calendar year period or (B) 225,000 shares for grants made during any three calendar year period (or, in each case, the equivalent value thereof based on the Fair Market Value per share of the Stock on the date of grant of an Award).
iii.The maximum number of shares of Stock that may be issued pursuant to Awards other than Options or SARs that are settled in shares of Stock granted to any one individual shall not exceed the greater of (A) 75,000 shares for grants made during any one calendar year period or (B) 225,000 shares for grants made during any three calendar year period (or, in each case, the equivalent value thereof based on the Fair Market Value per share of the Stock on the date of grant of an Award).
iv.The maximum amount of Awards that are settled in cash that may be granted to any one individual during any one calendar year period shall be $1,000,000(based on the grant date value).
v.The maximum number of shares of Stock that may be issued under the Plan in conjunction with Awards other than Options and SARs (that is, Restricted Stock Awards, Restricted Stock Units or stock-settled Phantom Stock Awards) shall be 500,000 shares.
vi.Notwithstanding any other provision of Section 8.2(f), no non-employee director shall be granted Awards for more than the greater of (A) $250,000 in Fair Market Value of shares of Stock for grants made during any one calendar year period or (B) $750,000 in Fair Market Value of shares of Stock for grants made during any three calendar year period (or, in each case, the equivalent value thereof based on the Fair Market Value per share of Stock on the date of grant of such an Award); provided, however, that any director cash retainer fees or other fees that are settled in shares of Stock shall not be subject to this limitation.
(For purposes of Section 8.2(f) , an Option and Related SAR shall be treated as a single Award.)

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g.In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization, rights offering, reorganization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries, liquidation, combination, exchange or reclassification of shares), the Committee shall adjust Awards and the various limitations on Stock and Awards specified in Sections 8.2(b) and 8.2(f) to prevent undue dilution or enlargement of Awards. In such an event, actions by the Committee pursuant to this Section 8.2(g) may include: (i) adjustment of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the Exercise Price of outstanding Options and/or the Base Price of outstanding SARs; and (iv) any other adjustments (subject to Sections 2.7, 3.7 and 4.6 herein) that the Committee determines to be equitable (which may include, without limitation, (x) replacement of Awards with other Awards which the Committee determines have comparable value and which are based on stock of a company resulting from the transaction, and (y) cancellation of the Award in return for cash payment of the current value of the Award, determined as though the Award is fully vested at the time of payment, provided that with respect to an Option or SAR the amount of such payment may be the excess (if any) of value of the Stock subject to the Option or SAR at the time of the transaction over the Exercise Price or Base Price, as applicable.
9.2General Restrictions. Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:
a.Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933, as amended), and the applicable requirements of any securities exchange or similar entity.
b.To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange, automated inter-dealer quotation system or similar entity.
8.3Minimum Vesting. Notwithstanding any other provision of the Plan, awards granted to a Participant under the Plan shall be subject to a minimum vesting (or earning) (collectively, “vesting”) period of one year; provided, however, that (a) the Committee may provide for acceleration of vesting of all or a portion of an Award in the event of a Participant’s death, Disability or Retirement or (to the extent provided in Section 9 herein) upon the occurrence of a Change in Control of the Company; (b) the Committee may provide for the grant of an Award to any Participant without a minimum vesting period or may accelerate the vesting of all or a portion of an Award for any reason, but only with respect to Awards for no more than an aggregate of five percent (5%) of the total number of shares of Stock authorized for issuance under the Plan pursuant to Section 8.2(b) herein, upon such terms and conditions as the Committee may determine; and (c) the Committee also may provide for the grant of Awards to Participants that have different vesting terms in the case of Awards that are substituted for other equity awards in connection with mergers, consolidations or other similar transactions.
8.4Tax Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion and subject to such requirements as the Committee may impose, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of shares of Stock which the Participant already owns, or through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan. The number of shares withheld or delivered, to the extent applicable, shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Committee in a manner in accordance with applicable law and applicable accounting principles), the amount of such obligations being satisfied. The Participant shall remain responsible at all times for paying any federal, state, foreign and/or local income or employment tax due with respect to any Award, and neither the Company or any Related Entity shall be liable for any interest or penalty that a Participant incurs by failing to make timely payments of tax or otherwise.
8.5Grant and Use of Awards. In the discretion of the Committee, an Eligible Individual may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to an Eligible Individual. Subject to the limitations in Sections 2.7, 3.7 and 4.6, Awards may be granted as alternatives to or replacement of Awards granted or outstanding under the Plan, or any other plan or arrangement of the Company or Related Entity (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Related Entity).

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8.6Dividends and Dividend Equivalents. The Committee, may, in its discretion, provide that Awards other than Options and SARs earn dividends or dividend equivalent rights (“dividend equivalents”); provided, however, that dividends and dividend equivalents (whether paid in cash or shares of Stock), if any, on unearned or unvested Awards shall not be paid (even if accrued) unless and until the underlying Award (or portion thereof) has vested and/or been earned. Any crediting of dividends or dividend equivalents may be subject to such additional restrictions and conditions as the Committee may establish, including reinvestment in additional shares of Stock or share equivalents. Notwithstanding the other provisions herein, any dividends or dividend equivalents related to an Award shall be structured in a manner so as to avoid causing the Award and related dividends or dividend equivalents to be subject to Code Section 409A or shall otherwise be structured so that the Award and dividends or dividend equivalents are in compliance with Code Section 409A.
8.7Fractional Shares. Except as otherwise provided in an Award Agreement or determined by the Committee, (a) the total number of shares issuable pursuant to the exercise, vesting or earning of an Award shall be rounded down to the nearest whole share, and (b) no fractional shares shall be issued. The Committee may, in its discretion, determine that a fractional share shall be settled in cash.
8.8Settlement of Awards. Subject to the terms of the Plan, the obligation to make payments and distributions with respect to Awards may be satisfied through cash payments, the delivery of shares of Stock, the granting of other Awards, or any combination thereof as the Committee shall determine. Satisfaction of any such obligations under an Award, which is sometimes referred to as “settlement” of the Award, may be subject to such conditions, restrictions and contingencies as the Committee shall determine.
8.9Transferability. Except as otherwise provided by the Committee, and, with respect to any ISO Awards, subject to such limitations on the transferability of ISOs as imposed by the Code, Awards granted under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Participant other than by will or the laws of descent and distribution; provided, however, that under no circumstances shall a transfer for value of any Award be permitted. The designation of a beneficiary for an Award shall not constitute the transfer of an Award. All rights with respect to an Award shall be available during the Participant’s lifetime only to the Participant or the Participant’s guardian or legal representative. The Committee may, in its discretion, require a Participant’s guardian or legal representative to supply it with evidence the Committee deems necessary to establish the authority of the guardian or legal representative to act on behalf of the Participant. No transfer of an Award by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.
8.10Form and Time of Elections. Unless otherwise specified herein or permitted by the Committee, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require.
8.11Agreement with Company. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written (including electronic) document as is determined by the Committee. Such terms shall specify, among other things, the extent of Participant’s rights with respect to the Award following the Participant’s separation from service with the Company and/or a Related Entity. An Award Agreement’s terms shall be determined by the Committee in its sole discretion. Such terms need not be uniform among all Awards, and may reflect, among other things, distinctions based on the reasons for separation from service. A copy of such document shall be provided to the Participant, and the Committee may, but need not, require that the Participant sign a copy of such document. Such document is referred to in the Plan as an “Award Agreement” regardless of whether any Participant signature is required.
8.12Action by Company or Related Entity. Any action required or permitted to be taken by the Company or any Related Entity shall be by resolution of its board of directors, or by action of one or more members of the board (including a committee of the board) who are duly authorized to act for the board, or (except to the extent prohibited by applicable law or applicable rules of any stock exchange or otherwise determined by the Committee) by a duly authorized officer of such company.
8.13Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

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8.14Limitation of Implied Rights.
a.The Plan shall be unfunded and the Company shall not be required to create a trust or segregate any assets that may at any time be represented by Awards under the Plan. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person. Further, neither a Participant nor any other person shall, by reason of participation in this Plan, acquire any right in or title to any assets, funds or property of the Company or any Related Entity whatsoever, including, without limitation, any specific funds, assets or other property which the Company or any Related Entity, in its sole discretion, may set aside in anticipation of a liability hereunder. A Participant shall have only a contractual right to the Stock or amounts, if any, payable under this Plan, unsecured by any assets of the Company or any Related Entity, and nothing contained herein shall constitute a guarantee that the assets of the Company or any Related Entity shall be sufficient to pay any benefits to any person.
b.This Plan does not constitute a contract of employment or service, and selection as a Participant shall not give any participating employee or other individual the right to be retained in the employ of the Company or any Related Entity or the right to continue to provide services to the Company or any Related Entity, nor any right or claim to any benefit hereunder, unless such right or claim has specifically accrued under the terms of this Plan. Except as otherwise provided herein, no Award under this Plan shall confer upon the holder thereof any rights as a shareholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
8.15Effect of Certain Changes in Status. Notwithstanding the other terms of the Plan or an Award Agreement, the Committee has sole discretion to determine (taking into account any Code Section 409A considerations), at the time of grant of an Award or at any time thereafter, the effect, if any, on Awards (including but not limited to modifying the vesting, exercisability and/or earning of Awards) granted to a Participant if the Participant’s status as an employee or director of the Company or any Related Entity changes, including but not limited to a change from full-time to part-time, or vice versa, or if other similar changes in the nature or scope of the Participant’s employment or service occur.
8.16Awards Subject to Clawback and Other Policies. By acceptance of any Award hereunder, (a) each Participant shall be deemed to have expressly acknowledged and agreed that any and all Awards, as well as the equivalent cash value thereof with respect to any and all such Awards that have become vested, exercised, free of restriction or otherwise released to and/or monetized by or for the benefit of the Participant or any transferee or assignee thereof (collectively, the “Award-Equivalent Value”), are and shall be fully subject to the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the Company in response to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, rulemaking of the Securities and Exchange Commission or otherwise; and (b) each Participant shall be deemed to have expressly acknowledged and agreed that any such policy shall apply to any and all Awards and Award-Equivalent Value in accordance with its terms, whether retroactively or prospectively, and to have agreed to cooperate fully with the Company to facilitate the recovery of any Award and/or Award-Equivalent Value that the Committee determines in its sole discretion is required to be recovered pursuant to the terms of such policy. In addition, without limiting the effect of the foregoing, as a condition to the grant of an Award or receipt or retention of shares of Stock, cash or any other benefit under the Plan, the Committee may, at any time, require that a Participant agree to abide by any equity retention policy, stock ownership guidelines and/or other policies adopted by the Company or a Related Entity, each as in effect from time to time and to the extent applicable to the Participant.
8.17Right of Offset. Notwithstanding any other provision of the Plan or an Award Agreement, the Company may at any time (subject to any Code Section 409A considerations) reduce the amount of any payment or benefit otherwise payable to or on behalf of a Participant by the amount of any obligation of the Participant to or on behalf of the Company or a Related Entity that is or becomes due and payable.
8.18Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the Committee or other designated person(s) acting on its behalf considers pertinent and reliable, and signed, made or presented by the proper party or parties.
8.19Code Section 162(m) Performance-Based Compensation. To the extent to which Code Section 162(m) is applicable, the Company intends that compensation payable under the Plan to Covered Employees will, to the extent practicable, constitute “qualified performance-based compensation” within the meaning of Code Section 162(m), unless otherwise determined by the Committee. Accordingly, Awards granted to Covered Employees which are intended to qualify for the performance-based exception under Code Section 162(m) shall be deemed to include any such additional terms, conditions, limitations and provisions as are necessary to comply with the performance-based compensation exemption of Code Section 162(m), unless the Committee, in its discretion, determines otherwise. The Company expressly reserves discretion to grant Awards that are not intended to comply with the performance-based

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compensation exemption under Code Section 162(m). To the extent that Code Section 162(m) is applicable, the Committee shall, within the time periods and in the manner prescribed by Code Section 162(m), select eligible Participants and define in an objective fashion the manner of calculating the performance measures it selects to use for Covered Employees during any specific performance period.

SECTION 9
CHANGE IN CONTROL

Notwithstanding any other provision in the Plan to the contrary (and unless otherwise required pursuant to Code Section 409A), the following provisions shall apply in the event of a Change in Control:
9.1To the extent that the successor or surviving company in the Change in Control event does not assume or substitute for an Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee) as Awards outstanding under the Plan immediately prior to the Change in Control event, (a) all outstanding Options and SARs shall become fully vested and exercisable, whether or not then otherwise vested and exercisable; and (b) any restrictions, including, but not limited to the restriction period, performance period and/or other performance criteria applicable to any outstanding Awards other than Options or SARs shall be deemed to have been met, and such Awards shall become fully vested, earned and payable to the fullest extent of the original grant of the applicable Award (or, in the case of performance-based Awards the earning of which is based on attaining a target level of performance, such Awards shall be deemed earned at target).
9.2Further, in the event that an Award is substituted, assumed or continued as provided in Section 9.1, the Award will nonetheless become vested (and, in the case of Options and SARs, exercisable) in full and any restrictions, including but not limited to any restriction period, performance period and/or other performance criteria applicable to any outstanding Award other than Options or SARs shall be deemed to have been met, and such Awards shall become fully vested, earned and payable to the fullest extent of the original award (or, in the case of performance-based Awards, the earning of which is based on attaining a target level of performance, such Awards shall be deemed earned at target), if the employment or service of the Participant is terminated within one year (or such other period after a Change in Control as may be stated in a participant’s employment, change in control, consulting or other similar agreement in effect on the Plan Effective Date, if applicable) after the effective date of a Change in Control if such termination of employment or service (a) is by the Company not for Cause or (b) is by the Participant for Good Reason. For clarification, for purposes of this Section 9, the “Company” shall include any successor to the Company.
9.3Notwithstanding the foregoing, in the event that a Participant is a party to an employment agreement with the Company that was entered into prior to the Plan Effective Date and a Change in Control occurs, the Participant shall be entitled to the greater of the benefits provided herein or under the terms of such employment agreement.

SECTION 10
COMMITTEE

10.1Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Compensation and Stock Option Committee of the Board (the “Committee”) in accordance with this Section 10. The Committee shall be selected by the Board, and shall consist solely of two or more members of the Board who are “non-employee directors” as such term is defined by Rule 16b-3, adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or as may otherwise be permitted under Rule 16b-3. Further, if and to the extent required by Code Section 162(m), the Committee shall consist of two or more “outside directors” (as such term is defined in Code Section 162(m)) or as may otherwise be permitted under Code Section 162(m). In addition, Committee members shall qualify as “independent directors” under applicable stock exchange rules if and to the extent required. If the Committee does not exist, or for any other reason determined by the Board, and to the extent not prohibited by applicable law or the applicable rules of any stock exchange and to the extent that such action does not require approval by “outside directors” to comply with Code Section 162(m) and the related regulations or by “non-employee” directors to comply with Rule 16b-3 under the Exchange Act and related regulations, the Board may take any action hereunder that would otherwise be the responsibility of the Committee, and references to the “Committee” shall include the Board.

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10.2Powers of Committee. The Committee’s authority under this Plan shall include, without limitation, the following:
a.Subject to the provisions of the Plan, the Committee shall have the authority and discretion to select from among the Eligible Individuals those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of all Awards and the number of shares covered by such Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by Section 11) to amend, cancel or suspend Awards.
b.The Committee shall have the authority, subject to the restrictions contained in Section 8.4, to accelerate the date that any Award which was not otherwise exercisable, vested or earned shall become exercisable, vested or earned in whole or in part without any obligation to accelerate such date with respect to any other Award granted to any recipient. The Committee may also, in its sole discretion, modify or extend the terms and conditions for exercise, vesting or earning of an Award (in each case taking into account any Code Section 409A considerations). The Committee may further determine that a Participant’s rights, payments and/or benefits with respect to an Award (including but not limited to any shares issued or issuable and/or cash paid or payable with respect to an Award) shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for Cause, violation of policies of the Company or a Related Entity, breach of non-solicitation, non-competition, confidentiality or other restrictive covenants that may apply to the Participant, other conduct by the Participant that is determined by the Committee to be detrimental to the business or reputation of the Company or a Related Entity and/or other circumstances where such reduction, cancellation, forfeiture or recoupment is required by applicable law.
c.To the extent that the Committee determines that the restrictions imposed hereby preclude the achievement of the material purposes of the Awards in jurisdictions outside the United States, the Committee shall have the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate (including but not limited to the establishment of subplans) to conform to applicable requirements or practices of such jurisdictions outside the United States.
d.The Committee shall have the full authority and discretion to interpret this Plan, to establish, amend, and rescind any rules and regulations relating hereto, to determine the terms and provisions of any Award Agreement made pursuant hereto (the terms of which need not be uniform among any or all Awards), to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement and to make all other determinations that may be necessary or advisable for the administration of this Plan.
e.Any interpretation of this Plan by the Committee and any decision made by it hereunder is final and binding on all parties.
f.No member of the Committee shall be liable while acting as Plan administrator for any action or determination made in good faith with respect to the Plan, an Award or an Award Agreement. The members of the Committee shall be entitled to indemnification and reimbursement in the manner and to the fullest extend provided in the Company’s articles of incorporation and/or bylaws and/or pursuant to applicable law.
10.3Delegation by Committee. Except to the extent prohibited by applicable law (including but not limited to Code Section 162(m) and Rule 16b-3 adopted under the Exchange Act) or the applicable rules of a stock exchange, automated inter-dealer quotation system or similar entity, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.
10.4Information to be Furnished to Committee. The Company and Related Entities shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and Related Entities as to an employee’s or Participant’s employment or service, termination of employment or service, leave of absence, reemployment and compensation shall be conclusive on all parties unless determined to the Committee’s satisfaction to be incorrect. Participants and other persons entitled to benefits hereunder must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.
10.5No Representations or Warranties. Neither the Board, the Committee, the Company nor any Related Entity, employee or agent of any of the foregoing makes any representations with respect to the tax consequences of any Award to a Participant, and by the acceptance of such Award, each Participant acknowledges the same and agrees to be solely responsible and liable for, and hold the Board, the Committee, the Company and any Related Entity,

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employee or agent of any of the foregoing harmless from, any adverse consequences to the Participant under the Code or other applicable law with respect to the Award or any underlying shares of Stock or other property, whether resulting from any action or inaction or omission of any such parties pursuant to the Plan or otherwise.

SECTION 11
AMENDMENT AND TERMINATION

The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without approval of the shareholders of the Company if such approval is necessary to comply with applicable law or with which the Board deems it necessary or desirable to comply; and provided further, however, that absent approval of the Company’s shareholders, (a) no amendment may increase the limitations on the number of shares of Stock set forth in Sections 8.2(b) and (f) or decrease the minimum Exercise Price or Base Price set forth in Sections 2.2, 3.2 and 4.1; and (b) the provisions of Sections 2.7, 3.7 and 4.6 cannot be amended. Subject to the restrictions of Sections 2.2, 2.7, 3.2, 3.7, 4.1 and 4.6, the Committee shall have the right to modify, amend or cancel, or waive any conditions or rights under, any Award, prospectively or retroactively, if: (a) the modification, amendment, cancellation or waiver does not materially and adversely affect the rights of the Participant under the Award (provided, however, that neither a modification, amendment or cancellation or waiver that results solely in a change in tax consequences with respect to an Award, nor the exercise of the Committee’s or Company’s authority and discretion under Sections 8.2(g), 8.17 and 9, shall be deemed to materially and adversely affect the rights of a Participant under an Award); (b) the Participant consents to such modification, amendment, cancellation or waiver; (c) there is a dissolution or liquidation of the Company; (d) this Plan or the Award Agreement provides for such modification, amendment, cancellation or waiver; or (e) the Company would otherwise have the right to make such modification, amendment, cancellation or waiver under applicable law. Adjustments pursuant to Section 8.2(g) shall not be subject to the foregoing limitations of this Section 11. The Committee shall have unilateral authority to make adjustments to the terms and conditions of Awards in recognition of unusual or nonrecurring events affecting the Company or any Related Entity, or the financial statements of the Company or any Related Entity, or of changes in applicable laws or accounting principles, if the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable law or applicable accounting principles.
SECTION 12
SECTION 409A

12.1Intent Regarding Awards. Notwithstanding any other provision in the Plan or an Award Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to the Plan or any Award, the Plan or such Award is intended either (a) to be exempt from Code Section 409A under the stock right, short-term deferral or other exceptions available under Code Section 409A, or (b) to comply with Code Section 409A, and the Plan and any such Award Agreement shall be administered in a manner consistent with such intent.
12.2Amendments to Address Code Section 409A Issues; Limitation of Liability; Other Provisions. Notwithstanding any provision in the Plan to the contrary, in light of the uncertainty with respect to the proper application of Code Section 409A, the Committee reserves the right to unilaterally make amendments to any Award as it deems necessary or desirable to avoid the imposition of taxes or penalties under Code Section 409A. In any event, a Participant shall be solely responsible and liable for the satisfaction of any and all taxes and penalties that may be imposed on such Participant or for such Participant’s account in connection with an Award (including any taxes and penalties under Code Section 409A), and the terms of Section 10.5 hereof shall apply, without limitation, to any such taxes or penalties so imposed. Whenever payments under the Plan are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. For the purposes herein, the phrase “termination of employment” or similar phrases shall be interpreted in accordance with the term “separation from service” as defined in Code Section 409A if and to the extent required under Code Section 409A. Further, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be included in the Plan or an Award Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Plan and/or the Award Agreement, and (ii) terms used in the Plan or an Award Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that the Plan, an Award Agreement or any benefit

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thereunder shall be deemed not to comply with Code Section 409A, then neither the Company or any of its Related Entities, the Board, the Committee, nor its or their designees or agents, shall be liable to any Participant or other person for actions, decisions or determinations made in good faith.
12.3Six-Month Delay Rule. If, at the time of a Participant’s separation from service (within the meaning of Code Section 409A), (a) such Participant shall be a “specified employee” (within the meaning of Code Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Committee shall make a good faith determination that an amount payable pursuant to an Award constitutes deferred compensation (within the meaning of Code Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date, but shall instead pay it on the first business day after such six-month period or, if earlier than the end of the six-month period, the date of death of the specified employee, or as otherwise permitted under Code Section 409A. Such amount shall be paid without interest, unless otherwise determined by the Committee, in its discretion, or as otherwise provided in any applicable employment agreement between the Company and the relevant Participant.

SECTION 13
DEFINED TERMS

In addition to the other definitions contained herein or in an Award Agreement, the following definitions shall apply:
13.1Award. The term “Award” shall mean any grant of Options, SARs, Restricted Stock Awards, Restricted Stock Unit Awards and/or Phantom Stock Awards under this Plan.
13.2Board. The term “Board” shall mean the Board of Directors of the Company.
13.3Cause. The term “Cause” shall mean, unless the Committee determines otherwise, a Participant’s termination of employment or service resulting from the Participant’s (a) termination for “Cause” as defined under the Participant’s employment, change in control or other similar agreement with the Company or a Related Entity, if any, or (b) if the Participant has not entered into any such agreement (or, if any such agreement does not define “Cause”), then “Cause” shall mean termination of the Participant’s employment or service due to the Participant’s (i) gross misconduct or gross neglect in respect of his or her duties for the Company or Related Entity; (ii) conviction of (or plea of nolo contendere to) a felony, or of a misdemeanor where active imprisonment is imposed; (iii) knowing and intentional failure to comply with applicable laws with respect to the execution of the business operations of the Company or a Related Entity; (iv) falsification of records or engaging in theft, fraud, embezzlement, dishonesty or other conduct that has resulted or is likely to result in material damage to the Company’s or any of its Related Entities’ business or reputation; (v) failure to comply with reasonable written directives of the Chief Executive Officer or the Board; (vi) the willful and material violation of the policies of the Company or a Related Entity, including its Code of Ethics; and/or (vii) the willful failure to reasonably cooperate with any investigation authorized by the Board, which failure would reasonably be expected to have a material adverse effect on the Company or a Related Entity.
13.4Change in Control. A Change in Control shall mean the occurrence of any of the following events:
a.The consummation of (i) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable or, or (ii) the sale or other disposition of all or substantially all of the assets of the Company (each of the foregoing events in clauses (i) and (ii) being hereinafter referred to as a “Reorganization”), in each case, unless immediately following such Reorganization:
i.all or substantially all of the individuals and entities who were the Beneficial Owners (as defined below) of the securities eligible to vote for the election of the Board (such securities, the “Company Voting Securities”) outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Continuing Entity”) in substantially the same proportions as their ownership, immediately prior to the consummation of the Reorganization, of the outstanding Company Voting Securities (excluding, for purposes of determining such proportions, any outstanding voting securities of the Continuing Entity that such Beneficial Owners hold immediately following

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the consummation of the Reorganization as a result of their ownership prior to such consummation of voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company),
ii.no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and
iii.at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization;
b.The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (a) above that does not otherwise constitute a Change in Control;
c.(i) Any Person, corporation or other entity or group shall have become the Beneficial Owner of, or shall have obtained voting control over, thirty percent (30%) or more of either the outstanding Stock or the combined voting power of the then outstanding Company Voting Securities, either in a single transaction or in a series of transactions occurring within the twelve-month period ending on the date of the most recent acquisition (such Person an “Acquiring Person”); provided, however, that for purposes of this paragraph (c), no Person may become an Acquiring Person on account of any of the following acquisition of Stock or Company Voting Securities: (A) any acquisition by the Company or any Subsidiary; (B) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (C) any acquisition by any employee benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (D) any acquisition upon consummation of a transaction described in paragraph (a) above that does not otherwise constitute a Change in Control under the terms of such paragraph (a) and (ii) a majority of the members of the Board are or become individuals who are (A) the Acquiring Person; (B) if the Acquiring Person is a group, members of such group; (C) Affiliates of the Acquiring Person; (D) if the Acquiring Person is a group, Affiliates of members of such group; and/or (E) individuals whose initial assumption of office as a member of the Board occurs as a result of (X) an actual or threatened election contest or an actual or threatened solicitation of proxies or consents by or on behalf of the Acquiring Person or, if the Acquiring Person is a group, any member of such group or (Y) the recommendation or request of the Acquiring Person or any member of the Board who is an Affiliate of the Acquiring Person or, if the Acquiring Person is a group, any member of such group (each such Board member, an “Acquiring Person Director”); or
d.During any period of twenty-four (24) consecutive months, individuals who were members of the Board at the beginning of such period (the “Incumbent Directors”) cease at any time during such period for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the beginning of such period whose appointment or election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the Board.
(For purposes of this definition, the term “Person” shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, and the terms “Beneficial Owner,” Beneficially Own” and similar variations of such terms shall have the meaning given in Rule 13d-3 under the Exchange Act.
Further, for purposes of this definition, the term “Affiliate” means (i) any Person directly or indirectly controlling, controlled by or under common control with the Acquiring Person (or any of its members, if the Acquiring Person is a group); (ii) any director, officer, member, manager, partner, five percent (5%) owner, attorney, financial or accounting adviser or other agent of the Acquiring Person (or any of its members, if the Acquiring Person is a group) or of any Person described in clause (i); or (iii) any director, officer ,member, manager, partner, five percent (5%) owner, attorney, financial or accounting adviser or other agent of any Person described in clause (ii). For the purposes of this definition, “control,” when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.)

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The Board shall have full and final authority, in its discretion, to determine whether a Change in Control has occurred, to determine that a Change in Control shall not be deemed to have occurred notwithstanding the occurrence of one or more of the triggering events described herein, the date of the occurrence of any Change in Control and any incidental matters relating thereto, provided that the determination as to whether one or more Board members are Acquiring Person Directors shall be made by a majority of members of the Board other than members who are Acquiring Person Directors or whose status as an Acquiring Person Director is in question.
Notwithstanding the preceding provisions of this Section 13.4, in the event that any Awards granted under the Plan are deemed to be deferred compensation subject to (and not exempt from) the provisions of Code Section 409A, then distributions related to such Awards to be made upon a Change in Control may be permitted, in the Committee’s discretion, upon the occurrence of one or more of the following events (as they are defined and interpreted under Code Section 409A): (A) a change in the ownership of the Company; (B) a change in effective control of the Company; or (C) a change in the ownership of a substantial portion of the assets of the Company.
13.5Code. The term “Code” means the Internal Revenue Code of 1986, as amended from time to time. A reference to any provision of the Code shall include reference to any rules and regulations related thereto and any successor provisions of the foregoing.
13.6Covered Employee. The term “Covered Employee” shall have the meaning given the term in Code Section 162(m).
13.7Disability. The term “Disability” shall, except as may otherwise be determined by the Committee (taking into account any Code Section 409A considerations), as applied to any Participant, having the meaning given in any Award Agreement, employment agreement, change in control plan or agreement or similar agreement, if any, to which the Participant is a party, or, if there is no such plan or agreement (or if such plan or agreement does not define “Disability”), “Disability” shall mean the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than twelve months. The Committee shall have authority to determine if a Disability has occurred.
13.8Eligible Individual. The term “Eligible Individual” shall mean (i) with respect to Awards of ISOs, any salaried employee of the Company or any Related Entity, (ii) with respect to grants under Section 3 hereof, directors who are not employees of the Company or any Related Entity and (iii) with respect to any other Awards, any employees or directors of the Company or any Related Entity. For this purpose, an individual shall be considered to be an employee only if there exists between the individual and the Company or a Related Entity the legal and bona fide relationship of employer and employee (taking into account Code Section 409A considerations if and to the extent applicable); provided, however, that with respect to ISOs, “employee” means any person who is considered an employee of the Company or any Parent or Subsidiary for purposes of Treasury Regulation Section 1.421-1(h).
13.9Fair Market Value. For purposes of determining the “Fair Market Value” of a share of Stock as of any date, the following rules shall, unless the Committee determines otherwise, apply:
a.If the principal market for the Stock is a national securities exchange (including the Nasdaq stock market), then the “Fair Market Value” as of that date shall be the closing price of the Stock on such date on the principal exchange or market on which the Stock is then listed or admitted to trading.
b.If sale prices are not available or if the principal market for the Stock is not a national securities exchange, then the “Fair Market Value” as of that date shall be the average between the highest bid and lowest asked prices for the Stock on such date as reported on the OTC Bulletin Board, OTC Markets Group Inc. or any successors or comparable services.
c.If the date for which Fair Market Value is otherwise to be determined is not a business day, and as a result, paragraphs (a) and (b) above are inapplicable, the Fair Market Value of the Stock shall be determined as of the next earlier business day. If such paragraphs are otherwise inapplicable, then the Fair Market Value of the Stock shall be determined in good faith by the Committee.
d.If the Fair Market Value cannot be calculated by any of the foregoing methods, it will be determined in good faith by the Committee.
Notwithstanding the foregoing, (i) with respect to the grant of ISOs, the Fair Market Value shall be determined by the Committee in accordance with the applicable provisions of Section 20.2031-2 of the Federal Estate Tax Regulations, or in any other manner consistent with Code Section 422; and (ii) Fair Market Value shall be determined in accordance with Code Section 409A if and to the extent required.

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13.10Good Reason. The term “Good Reason” means, unless the Committee determines otherwise, in the context of a Change in Control, (a) “Good Reason” as defined under the Participant’s employment, change in control or other similar agreement with the Company or a Related Entity, if any, or (b) if the Participant has not entered into any such agreement (or, if any such agreement does not define “Good Reason”) then, (i) “Good Reason,” with regard to employees, shall mean any of the following conditions that arises without the consent of the Participant: (A) a material diminution of the Participant’s base salary; (B) a material diminution in the Participant’s authority, duties or responsibilities; and/or (C) requiring the Participant to relocate his or her principal place of employment more than fifty (50)miles from the current location at which he or she is primarily stationed; and (ii) “Good Reason,” with regard to directors, shall mean the Participant’s ceasing to serve as a director, or, if the Company is not the surviving company in a Change in Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director of such entity, but not due to the Participant’s decision not to continue service on the Board or the board of directors of the surviving entity, as the case may be. The determination of “Good Reason” shall be made by the Committee and its determination shall be final and conclusive.
13.11Parent. For purposes of the Plan, the term “Parent” means any corporation, partnership, joint venture or other entity during any period in which such entity (or any successor thereto) owns, directly or indirectly, at least a fifty percent (50%) voting or profits interest in the Company, and any other business venture (or successor thereto) which has a significant interest in the Company, as determined and designated in the discretion of the Committee; provided, however, that if and to the extent any applicable terms of the Code, federal securities laws or other applicable laws, rules or regulations require that the term “Parent” be defined differently for purposes of qualifying any Award or the Plan for any intended treatment (as determined in the sole discretion of the Committee) under any such applicable laws or regulations, the term “Parent” shall be defined for such purpose so as to comply with such applicable laws or regulations.
13.12Related Entity. The term “Related Entity” means and includes any Parent or Subsidiary of the Company.
13.13Retirement. The term “Retirement,” shall, except as may be otherwise determined by the Committee (taking into account any Code Section 409A considerations if applicable), as applied to any Participant, have the meaning given in an Award Agreement, employment agreement, change in control plan or agreement or other similar plan or agreement, if any, to which the Participant is a party, or, if there is no such plan or agreement (or if such plan or agreement does not define “Retirement”), then “Retirement” shall, unless the Committee determines otherwise, mean retirement at a time when the Participant’s age plus years of service to the Company or a Related Entity equals or exceeds 65, provided, however, that the Participant has completed a minimum service period of ten years. The Committee shall have the authority to determine if a Retirement has occurred.
13.14Stock. The term “Stock” means shares of the common stock of the Company, or any successor securities thereto.
13.15Subsidiaries. For purposes of the Plan, the term “Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent (50%) voting or profits interest is owned, directly or indirectly, by the Company (or by any entity that is a successor to the Company), and any other business venture in which the Company (or any entity that is a successor to the Company) has a significant interest, as determined and designated in the discretion of the Committee; provided, however, that if and to the extent any applicable terms of the Code, federal securities laws or other applicable laws, rules or regulations require that the term “Subsidiary” be defined differently for purposes of qualifying any Award or the Plan for any intended treatment (as determined in the sole discretion of the Committee) under any such applicable laws or regulations, the term “Subsidiary” shall be defined for such purpose so as to comply with such applicable laws or regulations.


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Appendix B


SIXTH AMENDED AND RESTATED BYLAWS
OF
WORLD ACCEPTANCE CORPORATION
(Revised as of August 30, 2017)

Article I.
OFFICES
Section 1.Principal Office
The principal office of the corporation shall be located at 108 Frederick Street, Greenville, South Carolina, or at such other location as may from time to time be approved by the corporation’s Board of Directors.
Section 2.Registered Office
The registered office of the corporation required by law to be maintained in the State of South Carolina may be, but need not be, identical with the principal office.
Section 3.Other Offices
The corporation may have offices at such other places, either within or without the State of South Carolina, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.
Article II.
MEETINGS OF SHAREHOLDERS
Section 1.Place of Meetings
All meetings of shareholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of South Carolina, as shall be designated by the Board of Directors.
Section 2.Annual Meetings
The annual meeting of shareholders for the election of directors and the transaction of other business shall be held in August of each year on any day (except a Saturday, Sunday or legal holiday) in that month as determined by the Board of Directors, or on such other date as the Board of Directors may from time to time otherwise determine. No business (including nominations) shall be transacted at an annual meeting of shareholders, except such business as shall be (a) specified in the notice of meeting given as provided in Section 5 of this Article II, (b) otherwise brought before the meeting by or at the direction of the Board, or (c) otherwise brought before the meeting by a shareholder of record entitled to vote at the meeting, in compliance with the procedure set forth in this Section 2.
For nominations or other business to be brought before an annual meeting by a shareholder pursuant to clause (c) above, the shareholder of record must have timely given written notice thereof to the Secretary of the corporation. To be timely, a shareholder’s notice must be delivered to, or mailed to and received at, the principal office of the corporation by the close of business no less than ninety (90) nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, or if no annual meeting was held in the preceding year, notice by the shareholder must be so delivered not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting for which notice has been given or with respect to which there has been a public announcement of the date of the meeting, commence a new time period (or extend any time period) for the giving of

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a shareholder’s notice as described above. For purposes of this Article II, the term “close of business” means 5:00 p.m. local time at the principal office of the corporation on any calendar day, whether or not the day is a business day.
Such shareholder notice shall set forth:
A.as to each person proposed to be nominated for election or reelection as a director by the shareholder(s), all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to serving as a director if elected; provided that, in addition to the information required in the notice pursuant to this Section 2, the corporation may require such other information as may reasonably be required by the corporation to determine the proposed nominee’s eligibility to qualify and serve as a director of the corporation, including information relevant to a determination as to whether such proposed nominee can be considered an independent director of the corporation;
B.as to any other business proposed to be brought before the meeting by the shareholder(s), a brief description of such business (including the text of any resolutions and any amendment to any corporation document proposed for consideration), the reasons for conducting such business at the meeting, any material interest in such business of such shareholder(s) and the beneficial owner(s), if any, on whose behalf the proposal is made, and a description of all agreements, arrangements, and understandings between such shareholder(s) and beneficial owners(s), if any, and any other person or persons (including their names) in connection with the proposal of such business by the shareholder(s); and
C.as to the shareholder(s) giving the notice and the beneficial owner(s), if any, on whose behalf the proposed nomination or proposal of other business is made (each, a “party”):
(i) the name and address of such party,
(ii) the number of shares of the corporation’s common stock that are held of record or are beneficially owned by such party and, if any such party is an entity, by each director, executive officer, managing member, general partner, or control person of such entity (any such person, a “control person”),
(iii) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or providing for a settlement payment or mechanism based on the price of any class or series of shares capital stock of the corporation or with a value derived in whole or in part from the value of any class or series of shares of capital stock of the corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by each such party and each control person, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the corporation,
(iv) any proxy, contract, arrangement, understanding, or relationship pursuant to which any party, either directly or acting in concert with another person or persons, has a right to vote, directly or indirectly, any shares of any security of the corporation,
(v) any short interest or other borrowing arrangement in any security of the corporation held by each such party (for purposes of this clause (C)(v), a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security),
(vi) a representation by each such shareholder that such shareholder is a holder of record of common stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such proposed nomination or proposal of other business before the meeting,

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(vii) any other information relating to each such party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act (whether or not such party intends to deliver a proxy statement or conduct its own proxy solicitation), and
(viii)    a statement as to whether or not each such party will deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of voting power of all of the shares of capital stock of the corporation required under applicable law to carry the proposal or, in the case of a nomination or nominations for election as directors, at least the percentage of voting power of all of the shares of capital stock of the corporation reasonably believed by the party to be sufficient to elect the persons proposed to be nominated by the shareholder(s) of record.
In the event that any information or communication required under clauses (C)(ii) through (C)(v) of this Section 2 is not, when provided, or thereafter ceases to be true, correct, and complete, such party shall notify the Secretary and disclose such information that is required to make such information or communication true, correct, and complete as of the record date and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such notification shall be delivered to, or mailed and received by, the Secretary of the corporation at the principal office of the corporation not later than five (5) business days after the record date (in the case of a notification required to be made as of the record date) and not later than five (5) business days prior to the date for the meeting or any adjournment or postponement thereof, if practicable or, if not practicable, on the first practicable date prior to the date for the meeting or any adjournment or postponement thereof (in the case of a notification required to be as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).
If a shareholder does not appear at, or send a qualified representative to, an annual meeting to present the matter(s) (including nominations) proposed to be voted on at the meeting, the corporation need not present the matter(s) at the annual meeting, notwithstanding that proxies in respect of such vote may have been received by the corporation. Notwithstanding anything in these bylaws to the contrary, no business (including nominations) shall be conducted at an annual meeting except in accordance with the provisions set forth in this Section 2 of this Article II. Clause (c) of this Section 2 shall be the exclusive means for a shareholder to make director nominations or to propose other business (other than a proposal included in the corporation’s proxy materials pursuant to and in compliance with Rule 14a-8 under the Exchange Act). A person shall not be eligible for election or re-election as a director at an annual meeting unless (i) the person is nominated by a shareholder of record in accordance with the procedure in this Section 2 of this Article II; or (ii) the person is nominated by or at the direction of the Board of Directors. If the Board or the chairman of the annual meeting determines that any business was not properly brought before the meeting in accordance with provisions prescribed by these bylaws, the chairman of the meeting shall have the power to so declare at the meeting and, to the extent permitted by law, to declare that any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 2, a shareholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.
Section 3.Substitute Annual Meeting
If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 4.Special Meetings
Special meetings of the shareholders may be called at any time by the Chief Executive Officer or by resolution of the Board of Directors of the corporation, and shall be called by the Secretary upon the valid written request of one or more shareholders holding shares of record of the corporation’s common stock representing in the aggregate at least ten (10) percent (the “Requisite Percentage”) of the then outstanding shares of the corporation’s common stock entitled to vote on the matter(s) proposed to be voted on at such meeting (each, a “Requesting Shareholder”). Such special meeting shall be held at such time and at such place within or without the State of South Carolina as may be fixed by the Chief Executive Officer, in the case of meetings called by the Chief Executive Officer, or by resolution of the Board, in the case of meetings called by the Board; and any meeting called at the valid request of the Requesting Shareholder(s)

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pursuant to this Section 4 shall be held at such date, time, and place as may be fixed by the Board, provided that the date of such special meeting shall not be more than ninety (90) days after the receipt by the Secretary of such request. To be valid, the request or requests must (i) be written, (ii) be delivered to the Secretary at the corporation’s principal executive office (the date on which the Secretary receives the request is the “Delivery Date”), (iii) include the specific purpose(s) of the special meeting of shareholders and the specific matter(s) proposed to be voted on at the special meeting, (iv) include the information required by Section 2 of Article II of these bylaws, (v) include documentary evidence that the Requesting Shareholder(s) own the Requisite Percentage on the Delivery Date, (vi) include a certification that each such Requesting Shareholder will continue to hold at least the number of shares of common stock set forth in the request with respect to each such Requesting Shareholder through the date of the special meeting, and (vii) be signed and dated by the Requesting Shareholder(s) or a duly authorized agent of such Requesting Shareholder(s). If the Requesting Shareholder(s) are not holders of record of the shares representing the Requisite Percentage, then the documentary evidence required by clause (v) of this Section 4 must also include proof that the beneficial owners on whose behalf the request(s) are made beneficially own the Requisite Percentage on the Delivery Date in order for the request to be valid.
Any Requesting Shareholder who submitted a written request for a special meeting of shareholders may revoke that written request at any time by delivering a written revocation to the Secretary at the corporation’s principal executive office. The failure of any Requesting Shareholder to appear at the special meeting of shareholders or to send a qualified representative to the special meeting of shareholders to present such matter(s) to be voted on at the special meeting of shareholders shall also constitute a revocation of such request. If there is more than one Requesting Shareholder and the revocation or deemed revocation by one or more Requesting Shareholders causes the remaining Requesting Shareholders to hold in the aggregate less than the Requisite Percentage, the Board of Directors, in its discretion, may cancel the special meeting. If none of the Requesting Shareholder(s) appears or sends a qualified representative to the special meeting, the corporation need not present the matter(s) requested by the Requesting Shareholder(s) at the special meeting.
The corporation is not required to call a special meeting of shareholders pursuant to this Section 4 with respect to any matter if (A) the Delivery Date is during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (B) an identical or substantially similar matter was included on the agenda of any annual or special meeting of shareholders held within one hundred twenty (120) days prior to the Delivery Date or will be included on the agenda at an annual or special meeting to be held within ninety (90) days after the Delivery Date (and for purposes of this clause (B), the nomination, election or removal of directors, changing the size of the Board of Directors, and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors shall be considered an identical or substantially similar matter with respect to all matters involving nomination, election or removal of directors, changing the size of the Board of Directors, and filling of vacancies and/or newly created directorships resulting from any increase in the authorized number of directors), (C) the purpose of the special meeting of shareholders is unlawful, or (D) the written request for a special meeting of shareholders itself, including the item(s) of business proposed, violated applicable law(s) or failed to comply with this Section 4.
In no event shall an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described in this Section 4. The business conducted at the special meeting of shareholders called in accordance with this Section 4 shall be limited to the business set forth in the notice of the special meeting; provided, however, that the Board of Directors may submit additional matters to the shareholders at the meeting by including those matters in the notice of the special meeting of shareholders.
Section 5.Notice of Meetings
Written or printed notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of any shareholders’ meeting, either personally or by mail, by or at the direction of the Chief Executive Officer, the Board of Directors, or the Secretary, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at such shareholder’s address as it appears on the record of shareholders of the corporation, with postage thereon prepaid.

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In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless such a statement is required by the provisions of the South Carolina Business Corporation Act or other applicable law, regulation or exchange rule.
When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty (30) days in any one adjournment, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken unless a new record date is fixed for the meeting.
Section 6.Voting Lists
Not later than five (5) business days following the date on which notice of a meeting of shareholders is given, the Secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and number of shares held by each, which list shall be kept on file at the principal office of the corporation for a period of ten (10) days prior to such meeting, and shall be subject to inspection by any shareholder at any time during the usual business hours. This list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting or any adjournment thereof.
Section 7.Quorum
A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.
The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by the chairman of the meeting or by a vote of the majority of the shares voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.
Section 8.Proxies
Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by such shareholder’s duly authorized attorney-in-fact. A proxy is not valid after the expiration of eleven months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force, or limits its use to a particular meeting, but no proxy shall be valid after ten years from the date of its execution.
Section 9.Voting of Shares
Each outstanding share of the corporation’s stock shall be entitled to vote on each matter submitted to a vote at a meeting of shareholders as provided in the corporation’s articles of incorporation, these bylaws or by law.
Except in the election of directors as governed by the provisions of Section 3 of Article III, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law or by the articles of incorporation or bylaws of this corporation.
Article III.
BOARD OF DIRECTORS
Section 1.General Powers
The business and affairs of the corporation shall be managed by its Board of Directors.
Section 2.Number, Term and Qualifications

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The number of directors constituting the Board of Directors shall be not less than five (5) nor more than fifteen (15). The number of directors shall be fixed from time to time by a resolution of the majority of the board of directors or by a resolution of the shareholders at any meeting; but in the absences of such resolution, the number of directors elected at the meeting shall constitute the number of directors of the corporation until the next annual meeting of the shareholders, unless the number is changed prior to such meeting in the manner set forth above. Each director shall hold office from the time of his or her election and qualification until the annual meeting of shareholders next succeeding his or her election and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation or removal. Directors need not be residents of the state of South Carolina or shareholders of the corporation.
Section 3.Election of Directors
Only persons who are nominated in accordance with the provisions set forth in these bylaws shall be eligible to be elected as directors at an annual meeting, or at a special meeting of shareholders called for that purpose. Nomination for election to the Board shall be made by or at the direction of the Board. Nomination for election of any person to the Board may also be made by one or more shareholders at any annual meeting, in accordance with Section 2 of Article II, and at a special meeting of shareholders called for that purpose, if made in accordance with Section 2 of Article II. When a quorum is present at a meeting, all elections of directors shall be determined by a plurality of the votes cast.
Section 4.Removal
Any director may be removed at any time with or without cause by a vote of the shareholders holding a majority of the outstanding shares entitled to vote at an election of directors. However, unless the entire Board is removed, an individual director shall not be removed when the number of shares voting against the proposal for removal would be sufficient to elect a director if such shares could be voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting or the vacancies caused by such removal may be filled by the directors as provided in Section 5 of this Article III.
Section 5.Vacancies
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum, or by the sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office or, if earlier, a term that expires at the next shareholders’ meeting at which directors are elected.
Section 6.Chairman of Board
There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
Section 7.Compensation
The Board of Directors may compensate directors for their services as such and may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board.
Article IV.
MEETINGS OF DIRECTORS
Section 1.Regular Meetings
A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of South Carolina, for the holding of additional regular meetings.
Section 2.Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer or any two directors. Such a meeting may be held either within or without the State of South Carolina, as fixed by the person or persons calling the meeting.
Section 3.Notice of Meetings

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Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least twelve (12) hours before the meeting, give notice thereof by any usual means of communication (including, without limitation, by telephone, facsimile transmission, or electronic mail). Such notice need not specify the purpose for which the meeting is called.
Section 4.Waiver of Notice
Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 5.Quorum
The presence of a majority of the full Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 6.Manner of Acting
Except as otherwise provided in these bylaws, in the articles of incorporation or by law, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7.Presumption of Assent
A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her contrary vote is recorded or his or her dissent is otherwise entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 8.Informal Action by Directors
Action may be taken by the Board of Directors, or a committee thereof, without a meeting if all members consent thereto in writing or provide assent by electronic transmission, and the writings or electronic transmissions are filed with the minutes of the proceedings of the Board.
Section 9.Meeting by Use of Conference Telephone.
Any one or more directors or members of a committee may participate in a meeting of the Board of Directors or any of its committees by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 10. Committees of the Board of Directors.
There are hereby designated three standing committees of the Board of Directors: Audit and Compliance Committee, Compensation and Stock Option Committee, and Nominating and Corporate Governance Committee. The Board of Directors shall adopt a written charter for each such standing committee addressing its purpose, responsibilities, powers, authority, and any other matter required by law. In addition to the standing committees, the Board of Directors may from time to time designate additional committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect the director or directors to serve as the member or members of each such committee, designating the chair of each such committee and, if youit desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of each such committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Article V.

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OFFICERS
Section 1.Officers of the Corporation
The officers of the corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.
Section 2.Election and Term
The officers of the corporation shall be elected by the Board of Directors and each officer shall hold office until his or her death, resignation, retirement, removal, disqualification or his or her successor shall have been elected and qualified.
Section 3.Compensation of Officers
The compensation of all officers of the corporation shall be fixed by the Board of Directors, a duly authorized committee of the Board of Directors, or by such officers as may be designated by resolution of the Board of Directors.
Section 4.Removal
Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.
Section 5.Chief Executive Officer
Subject to the direction and control of the Board of Directors, the Chief Executive Officer shall be the principal executive officer of the corporation, shall supervise and control the management of the corporation and shall have such duties and authority as are presentnormally incident to the position of chief executive officer of a corporation and such other duties and authority as may be prescribed from time to time by the Board of Directors.
Section 6.President
Subject to the direction and control of the Board of Directors and the Chief Executive Officer (if another officer shall be the Chief Executive Officer), the President shall be the chief operating and administrative officer of the corporation (in the absence of the delegation of such duties to another officer by the Board of Directors), with general responsibility for the management and control of the operations and administration of the corporation, and shall perform all duties and have all powers which are commonly incident to the office of president and such other duties and authority as may be prescribed from time to time by the Board of Directors. In the absence or disability of the Chief Executive Officer (if another officer shall be the Chief Executive Officer), the President shall have the authority and perform the duties of said office, subject to the direction and control, or other designation, of the Board of Directors.
Section 7.Vice Presidents
The Vice President, and if there be more than one, the Executive Vice President or other Vice President designated by the Board of Directors, shall, in the absence or disability of the President, have the authority and perform the duties of said office. In addition, each Vice President shall perform such other duties and have such other powers as are normally incident to the office of Vice President or as shall be prescribed by the Chief Executive Officer, the President, or the Board of Directors. The title of any Vice President may, but need not, include any additional designation descriptive of such officer’s duties as the Board of Directors may prescribe.
Section 8.Secretary
The Secretary shall have the responsibility and authority to maintain and authenticate the records of the corporation; shall keep, or cause to be kept, accurate records of the acts and proceedings of all meetings of shareholders, directors and committees; shall give, or cause to be given, all notices required by law and by these bylaws (unless otherwise specified herein); shall have general charge of the corporate books and records and of the corporate seal, and shall affix the corporate seal to any lawfully executed instrument requiring it; shall have general charge of the stock transfer books of the corporation and shall keep, or cause to be kept, all records of shareholders as are required by applicable law or these bylaws; shall sign such instruments as may require the signature of the Secretary; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned to him or her from time to time by the Chief Executive Officer, the President, or the Board of Directors.

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Section 9.Treasurer
The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors; shall keep, or cause to be kept, full and accurate accounts of the finances of the corporation in books especially provided for that purpose, and shall generally have charge over the corporation’s accounting and financial records; shall cause a true statement of its assets and liabilities as of the close of each fiscal year, and of the results of its operations and of cash flows for such fiscal year, all in reasonable detail, including particulars as to convertible securities then outstanding, to be made as soon as practicable after the end of such fiscal year. The Treasurer shall also prepare and file, or cause to be prepared and filed, all reports and returns required by Federal, State or local law and shall generally perform all other duties incident to the office of Treasurer and such other duties as may be assigned to him or her from time to time by the Chief Executive Officer, the President, or the Board of Directors.
Section 10. Assistant Secretaries and Assistant Treasurers
The Assistant Secretaries and Assistant Treasurers, if any, shall, in the absence or disability of the Secretary or the Treasurer, respectively, have all the powers and perform all of the duties of those offices, and they shall in general perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer, the President, or the Board of Directors.
Article VI.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1.Contracts
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2.Loans
No loans shall be obtained on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3.Checks and Drafts
All checks, drafts or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by the Board of Directors or by any officer or officers so request.authorized by the Board of Directors.
Section 4.Deposits
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as selected by the Board of Directors or by any officer or officers so authorized by the Board of Directors.
Article VII.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1.Certificates for Shares
The shares of the corporation may be represented by certificates in such form as shall be determined by the Board of Directors. Certificates, if any, shall be signed by the Chief Executive Officer, the President or a Vice President and by the Secretary or Treasurer or an Assistant Secretary or Assistant Treasurer. Any certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number and class of shares and the date of issue, shall be entered on the stock transfer books of the corporation. Notwithstanding the foregoing, the Board of Directors may provide that some, any or all of any classes or series of the corporation’s shares be represented by uncertificated shares.
Section 2.Transfer of Shares
Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by such holder’s legal representative, who shall furnish proper evidence of authority to transfer,

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or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and on surrender for cancellation of the certificate for such shares.
Section 3.Lost Certificate
The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the certificate of stock to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors shall require that the owner of such lost or destroyed certificate, or such owner’s legal representative, give the corporation a bond in such sum as the Board may direct as indemnity against any claim that may be made against the corporation with respect to the certificate claimed to have been lost or destroyed, except where the Board of Directors by resolution finds that in the judgment of the directors the circumstances justify omission of a bond.
Section 4.record date
For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date on which the resolutions fixing the record date are adopted and which record date shall not be more than seventy (70) days nor less than ten (10) days immediately preceding the date on which the particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
Section 5.Holder of Record
The corporation may treat as absolute owner of shares the person in whose name the shares stand of record on its books just as if that person had full competency, capacity and authority to exercise all rights of ownership irrespective of any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate except that any person furnishing to the corporation proof of such person’s appointment as a fiduciary shall be treated as if he were a holder of record of its shares.
Article VIII.
GENERAL PROVISIONS
Section 1.Dividends
The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its articles of incorporation.
Section 2.Seal
The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation.
Section 3.Waiver of Notice
Whenever any notice is required to be given to any shareholder or director by law, by the articles of incorporation or by these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice, provided that the waiver is included in the minutes or filed with the corporate records.

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Section 4.Indemnification
Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she (or a person for whom he or she is a representative) is or was a director or an officer of the corporation or is or was serving at the request of the corporation in any position or capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter an “indemnitee”), shall be indemnified and held harmless by the corporation to the fullest extent permitted by South Carolina law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred or suffered by such indemnitee in connection therewith.

Section 5.Right to Advancement of Expenses.
In addition to the right to indemnification conferred in Section 4 of this Article VIII, the corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by that such indemnitee is not entitled to be indemnified for such expenses under Section 4 of this Article VIII or otherwise.

Section 6.Non-Exclusivity of Rights.
The rights to indemnification and to the advancement of expenses conferred in this Article VIII shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, the corporation’s Articles of Incorporation, bylaws, agreement, vote of stockholders or directors, or otherwise.

Section 7. Nature of Rights.
The rights conferred upon indemnitees in this Article VIII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer of the corporation and shall inure to the benefit of the indemnitee’s heirs, executors, and administrators. Any amendment, alteration, or repeal of this Article VIII that adversely affects any right of an indemnitee or such indemnitee’s successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
Section 8. Fiscal Year
The fiscal year of the corporation shall be fixed by the Board of Directors.
Section 9. Amendments
Except as otherwise provided herein or by applicable law, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors.
The Board of Directors shall have no power to adopt a bylaw: (1) requiring more than a majority of the voting shares for a quorum at a meeting of shareholders or more than a majority of the votes cast to constitute action by the shareholders, except as in accordance with the corporation’s articles of incorporation or as required by law; (2) providing for the management of the corporation otherwise than by the Board of Directors or its committees; (3) increasing or decreasing the number of directors beyond the range set forth in Article III, Section 2 hereof; or (4) classifying and staggering the election of directors.
No bylaw adopted or amended by the shareholders shall be altered or repealed by the Board of Directors.


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Notice of Annual Meeting of Shareholders
and
Proxy Statement

Annual Meeting of Shareholders
to be held on
August 30, 2017







FRONT



Revocable Proxy
ANNUAL MEETING OF SHAREHOLDERS
to be held on August 30, 2017

This Proxy is Solicited on Behalf of the Board of Directors.

The undersigned hereby appoints Janet Lewis Matricciani and Tara E. Bullock as Proxies and each of them individually and with the power to appoint her substitute, and hereby authorizes each of them to represent and to vote, as designated below, all the shares of common stock of World Acceptance Corporation (the “Company”) held of record by the undersigned on June 26, 2017 at the annual meeting of shareholders to be held on August 30, 2017 or any adjournment or postponements thereof.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR Proposals 1, 2, 4, 5, and 6, and ONE YEAR for Proposal 3.

1.
ELECTION OF DIRECTORS:
1.
Ken R. Bramlett, Jr.
2.
James R. Gilreath
3.
Janet Lewis Matricciani
4.
Scott J. Vassalluzzo
5.
Charles D. Way
6.
Darrell E. Whitaker
o FOR all director nominees listed
o WITHHOLD authority to vote for all director nominees listed
o For all EXCEPT (to withhold authority to vote for any nominee(s), write the number of such nominee(s) below)

_______________________

2. APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
o FOR o AGAINST o ABSTAIN

3. DETERMINE, ON AN ADVISORY (NON-BINDING) BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
o ONE YEAR o TWO YEARS o THREE YEARS o ABSTAIN

4. APPROVE THE WORLD ACCEPTANCE CORPORATION 2017 STOCK INCENTIVE PLAN
o FOR o AGAINST o ABSTAIN

5. APPROVE THE AMENDMENT TO OUR BYLAWS TO SET A MINIMUM AND MAXIMUM NUMBER OF DIRECTORS
o FOR o AGAINST o ABSTAIN

6. RATIFY THE APPOINTMENT OF RSM US LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
o FOR o AGAINST o ABSTAIN

Please sign and date on the reverse side and return in the enclosed postage-prepaid envelope.

The Company’s proxy statement, form of proxy card and 2017 Annual Report to Shareholders are also available for review on the Internet at http://www.irinfo.com/wrld/WRLD2017.html.

BACK



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

THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT PROPERLY EXECUTED , THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSAL 2, ONE YEAR FOR PROPOSAL 3, FOR PROPOSAL 4, FOR PROPOSAL 5, FOR PROPOSAL 6 AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

The undersigned acknowledges receipt of the accompanying Notice of Annual Meeting and Proxy Statement and revokes all proxies heretofore given by the undersigned.

Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, as 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.


DATED: ___________________________________________, 2017

Signature

Signature if held jointly
 
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PREPAID ENVELOPE
July 7, 2015A.A. McLean III
Chairman of the Board and Chief Executive Officer





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Notice of Annual Meeting
and
Proxy Statement

Annual Meeting
of Shareholders
to be held on
August 5, 2015


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