8

10

12

13

18

19

20

21

(1) Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employee Outside Director Stock Option Plan or our 2004 Employee Stock Option Plan. All options received by each of Messrs. Pitts and Will in the table above were received by such person as a non-employee director and prior to being named as an executive officer and after their resignation as an executive officer, if applicable. The amount of option expense shown in the Summary Compensation Table for these three individuals is also included in “Directors Compensation” on page 17. Immediately following the adoption by our stockholders of an amendment to our 2004 Non-Employee Outside Director Stock Option Plan to increase the number of shares available for issuance thereunder from 250,000 to 500,000 shares in November 2006, each of Messrs. Pitts and Will received an option to purchase up to 25,000 shares of our common stock, each of whom began to serve as a director at a time when he was not an employee of ours and no additional shares were available under such plan. See notes to our financial statements for the fiscal years ended March 31, 2008, 2007 and 2006 for the assumptions used for valuing the expense under FAS 123(R).   (2)(1)   Represents bonus paid for such fiscal year. Bonuses paid for Fiscal 2008 were paid (2) Mr. Hon was appointed as the Company’s President and Chief Executive Officer effective August 31, 2011. He was originally appointed Deputy Chief Executive Officer on or around August 8, 2008.November 10, 2009 and began receiving a salary effective October 1, 2009.   (3)   The dollar amounts shown underRepresents $58,704 and $85,000 paid by the heading “All other compensation” representCompany on behalf of Mr. Hon to settle Mr. Hon’s U.S. federal and state income tax liabilities related to U.S. sourced income earned by him from all sources in Fiscal 2011 and Fiscal 2010, respectively, and $6,327 and $2,404 paid by the incremental cost of all perquisitesCompany for medical insurance for Mr. Hon during Fiscal 2011 and other personal benefits to our named executive officers.Fiscal 2010, respectively.   (4)   Mr. Ma did not receive any salary or other compensation from us in Fiscal 2007 or Fiscal 2008.Davis was appointed as the Company’s Executive Vice President and Chief Financial Officer effective September 3, 2010.   (5)   Mr. Pitts commencedRepresents the incremental cost to the Company of all personnel benefits, including match for its 401(K) plan, provided to our Named Executive Officers. Such personnel benefits are available to all employees of the Company in accordance with the Company’s standard employment as our Chief Financial Officer on February 19, 2007.practices.   (6)   Mr. Spielberger commenced employmentMa resigned from his position as our President-North American Operations on October 29, 2007.President and Chief Executive Officer, and as a director, of Emerson, effective August 8, 2011. Mr. Ma entered into a consulting agreement with the Company for a period of one year, beginning August 1, 2011, for a fee of approximately $221,000.   (7)   Mr. Will was appointed to serve as our President-North American Operations in July 2006. On March 30, 2007, Mr. Will’s annual base salary was increased to $300,000. Mr. WillPitts resigned from his position as our President-North American OperationsExecutive Vice President and was appointedChief Financial Officer, and as our non-executive Vice Chairman on October 29, 2007, at which timea director, of Emerson effective September 3, 2010. Mr. Spielberger became our President-North American Operations. On December 1, 2007,Pitts entered into a consulting agreement with the Company for a period of one year, beginning September 4, 2010, for a fee of $125,000. During Fiscal 2011, the Company paid Mr. Will relinquished his duties and responsibilities as an executive officer.Pitts $71,875 per the terms of this agreement.   (8)   Includes consulting fees of $71,875 paid to Mr. Raab retired as our Vice President and Chief Operating Officer effective August 31, 2007.Pitts by the Company under the terms of the consulting agreement referred to in footnote (7) above. Employment Agreements. During Fiscal 2011, the Company had employment agreements with certain of its Named Executive Officers, each of which is described below. Duncan Hon.Duncan Hon, our Chief Executive Officer, entered into an employment agreement with Emerson effective as of October 1, 2009, which set forth the terms and conditions pursuant to which Mr. Hon would serve as the Company’s Deputy Chief Executive Officer. The agreement provided for an annual base salary of $300,000 and a discretionary bonus at the end of the Company’s fiscal year as recommended by the Board of Directors. The term expired on September 30, 2010. On September 8, 2010, the Company’s Board of Directors approved an increase in Mr. Hon’s annual base salary to $375,000. Such salary increase was made effective retroactive to April 1, 2010. On March 24, 2011, Mr. Hon and Emerson agreed that the employment agreement would be terminated and be of no further force and effect effective at the close of business on March 31, 2011. Effective April 1, 2011, Mr. Hon entered into an employment agreement with a wholly-owned, indirect subsidiary of the Company. Such agreement sets forth the terms and conditions pursuant to which Mr. Hon would serve as the Company’s Deputy Chief Executive Officer. The agreement provides for an annual base salary of 2,925,000 Hong Kong Dollars (“HKD”) and an annual discretionary bonus payable at any time as recommended by the Board of Directors. The contract extends until the earlier of the retirement of Mr. Hon on the first day of the following month immediately after his 60th birthday, or the termination of the agreement by either the Company or Mr. Hon upon the delivery from one to the other of one month prior written notice. Andrew L. Davis. Andrew L. Davis, our Executive Vice President and Chief Financial Officer, entered into an employment agreement with the Company on August 1, 2007, which provided that Mr. Davis shall serve as the Company’s Vice President Finance and Corporate Controller. The agreement provides for an annual base salary of $225,000 and a discretionary bonus at the end of the Company’s fiscal year as recommended by the Board of Directors. The initial term expired on July 31, 2008. During the term extensions, the Company has the right to terminate the agreement upon 90 days prior written notice and Mr. Davis has the right to terminate the agreement upon 90 days prior written notice. In connection with his appointment as Executive Vice President and Chief Financial Officer, the Company entered into an amendment to the existing employment agreement with Mr. Davis dated September 3, 2010 pursuant to which Mr. Davis’s base salary was increased to $275,000 effective as of September 3, 2010. Adrian Ma.Adrian Ma, our former President and Chief Executive Officer, resigned from these positions, and as a director, of Emerson, effective August 8, 2011. Mr. Ma entered into a consulting agreement with the Company for a period of one year, beginning August 1, 2011, for a fee of approximately $221,000. Greenfield Pitts.Greenfield Pitts, our former Chief Financial Officer, entered into an employment agreement with the Company on April 3, 2007, which set forth the terms and conditions pursuant to which Mr. Pitts would serve as the Company’s Chief Financial Officer. The agreement provided for an annual base salary of $250,000 and a discretionary bonus at the end of the Company’s fiscal year as recommended by the Board of Directors. The initial term expired on March 31, 2008. During the term extensions, the Company had the right to terminate the agreement upon 90 days prior written notice and Mr. Pitts had the right to terminate the agreement upon 90 days prior written notice. On September 3, 2010, Mr. Pitts and the Company agreed that this employment agreement would be terminated and of no further force and effect effective at the close of business on September 3, 2010. Mr. Pitts entered into a consulting agreement with the Company for a period of one year, beginning September 4, 2010, for a fee of $125,000. This consulting agreement was not renewed after its expiration date of September 3, 2011. Outstanding Equity Awards at Fiscal Year End      The following table provides certain information concerningNone of the Company’s Named Executive Officers held any outstanding equity awards held by each of our named executive officers at March 31, 2008.2011. Outstanding Equity Awards at Fiscal Year-End                                       Option Awards     Number of   Number of             Securities   Securities             Underlying   Underlying             Unexercised   Unexercised             Options (#)   Options (#)   Option Exercise   Option Expiration           Name   Exercisable   Unexercisable   Price ($)   Date   Adrian Ma     0       0       —       —   Greenfield Pitts     8,333       16,667       3.19       11/21/16   John Spielberger (1)     0       0       —       —   Eduard Will (2)     16,667       8,333       3.07       1/31/16         8,333       16,667       3.19       11/21/16   (1) Mr. Spielberger commenced employment as our President-North American Operations on October 29, 2007. (2) Mr. Will was appointed to serve as our President-North American Operations in July 2006 and resigned from that position on October 29, 2007. On December 1, 2007, Mr. Will relinquished all his duties and responsibilities as an executive officer; he currently is our non-executive Vice Chairman. 22 Compensation of Directors During Fiscal 2008,2011, our directors who were not employees (“Outside Directors”), specifically Messrs. BüngerHo, Mahathir, Sethi, Snellings and Farnum (until their departures in December 2007), Mr. Will (upon on his relinquishment of duties as an executive officer in December 2007) and Messrs. Driscoll, Mahathir, Peterson, Sethi and Wirsching were paid $33,750, $57,500, $15,000, $76,667, $13,125, $13,125, $16,042$78,458, $80,000, $80,000, $70,870 and $71,667,$80,000, respectively, for serving on the Board of Directors and on our various committees during the period. The Company does not compensate directors who are employees of the Company for their services as directors. Outside Directors are each is paid an annual director’s fee of $45,000. During Fiscal 2008, each$50,000. The Outside Director serving as the Chairman of the membersBoard receives an additional annual fee of $20,000. Each Outside Director serving on a committee of the Audit Committee was paidBoard of Directors receives an additional fee of $5,000$15,000 per annum until December 2007 and thereafter, anwith no additional fee for serving as chairman of $10,000 per annum.a committee. The ChairmanCompany does not pay any additional fees for attendance at meetings of the Audit Committee is paid an additional feeBoard of $5,000 per annum.Directors or the committees. All directors’ fees are paid in four equal quarterly installments per annum. Directors whoannum and are our employees were not paid for their services aspro-rated in situations where an Outside Director serves less than a director while an employee during Fiscal 2008.full one year term. Additionally, each director, who is not an employee,Outside Director is eligible to participate in ourthe Company’s 2004 Non-Employee Outside Director Stock Option Plan. OurNo awards under this plan were made during Fiscal 2011. The Company’s directors are reimbursed their expenses for attendance at meetings. Further, we offer to provide health care insurance to each of our directors who is not an employee. In addition, in connection with the expiration of Mr. Farnum’s term as a director as of the date of our 2007 Annual Meeting, we agreed to pay for Mr. Farnum’s medical benefits for a period of two years following the date of our 2007 Annual Meeting. We estimate that our annual cost of providing these benefits is approximately $12,000 per year, and during Fiscal 2008, the cost of such benefits to us was $2,812. The following table provides certain information with respect to the compensation earned or paid to ourthe Company’s Outside Directors during Fiscal 2008.2011. Directors Compensation                                       Fees                     Earned           All Other         or Paid in           Compensation                    Name   Cash ($)   Option Awards ($)(1)   ($)   Total ($) Michael A.B. Binney (2)   $ 0     $ 12,996     $ 0     $ 12,996   Eduard Will (3)   $ 15,000     $ 21,836     $ 0     $ 36,836   Peter Bünger (4)   $ 33,750     $ 5,423     $ 0     $ 39,173   Jerome Farnum (5)(6)   $ 57,500     $ (15,046 )   $ 2,812     $ 45,266   W. Michael Driscoll (6)(7)   $ 76,667     $ 19,000     $ 0     $ 95,667   Norbert Wirsching (6)(8)   $ 71,667     $ 9,500     $ 0     $ 81,167   Mirzan Mahathir (9)   $ 13,125     $ 0     $ 0     $ 13,125   Kareem E. Sethi (9)   $ 16,042     $ 0     $ 0     $ 16,042   David R. Peterson (10)   $ 13,125     $ 0     $ 0     $ 13,125   Terence A. Snellings (11)   $ 0     $ 0     $ 0     $ 0                                 Fees                   Earned     All Other             or Paid in     Compensation         Name   Cash ($)     ($)     Total ($)   Christopher Ho   $ 78,458     $ 0     $ 78,458   Mirzan Mahathir   $ 80,000     $ 0     $ 80,000   Kareem E. Sethi   $ 80,000     $ 0     $ 80,000   Terence A. Snellings   $ 70,870     $ 0     $ 70,870   Eduard Will   $ 80,000     $ 113,547 (1)(2)   $ 193,547     (1)   RepresentsPrior to Fiscal 2010, the expenseCompany had a policy of offering to us pursuantprovide health care insurance to FAS 123(R) foreach of its Outside Directors. Mr. Will is the respective year for stock options granted as long-term incentives pursuant to our 2004 Non-Employeeonly current Outside Director Stock Option Plan. See noteswho elected to our financial statementsreceive health care insurance through the Company. During Fiscal 2010, the Company decided to reverse this policy with retroactive effect and to recover the monies paid for such health care insurance from the fiscal years endedapplicable Outside Directors by offsetting such monies against future board fees over a thirty month period. Accordingly and as agreed between the Company and Mr. Will, the Company has been recovering, over a thirty month period, commencing June 2009, the $28,177 it paid for Mr. Will’s health insurance premiums after the date on which Mr. Will became an Outside Director and through March 31, 2008, 20072010. Furthermore, the Company paid $16,233 for cell phone charges for Mr. Will after the date on which Mr. Will became an Outside Director and 2006 for the assumptions used for valuing the expense under FAS 123(R). Atthrough March 31, 2008, Messrs. Binney,2010, and, as agreed between the Company and Mr. Will, Pitts, Driscoll and Wirsching had options to purchase 25,000, 50,000, 25,000, 50,000 and 25,000, sharesthe Company has been recovering such monies by offsetting against future board fees over a thirty month period, commencing June 2009. During Fiscal 2011, the Company recovered $11,970 from Mr. Will in accordance with terms of our common stock, respectively.the above arrangement. 23 (2)   Mr. Binney was appointedDuring Fiscal 2011, the Company paid $113,547 to serve as our Acting Group Controller in February 2007 and as our President-International Operations in July 2006. Mr. Binney did not receive any salary or other compensation from us in Fiscal 2007 or Fiscal 2008. Mr. Binney resigned from his positions in May 2008. (3) Mr. Will was appointed to serve as our President-North American Operations in July 2006.for work performed by Mr. Will resigned from his position as our President-North American Operations and beganrelated to serve as our Vice Chairman on October 29, 2007. On December 1, 2007, Mr. Will relinquished his duties and responsibilities as an executive officer. (4) On October 25, 2007, Mr. Bünger resigned as a director, effective as ofshareholder derivative lawsuit that the date of our annual meeting of stockholders, December 13, 2007. (5) In connection with the expiration of Mr. Farnum’s term as a director as of the date of our 2007 Annual Meeting, we agreed to pay for Mr. Farnum’s medical benefits for a period of two years following the date of our 2007 Annual Meeting. We estimate that our annual cost of providing these benefits is approximately $12,000 per year. Our cost of providing these benefits during Fiscal 2008 was $2,812. (6) Includes fees of $20,000 paid to each of Messrs. Farnum, Driscoll and Wirsching for services through December 31, 2007Company settled in connection with the Audit Committee’s independent review of certain related party transactions. (7) Mr. Driscoll resigned as a director on July 14, 2008. (8) Mr. Wirsching resigned as a director on July 28, 2008. (9) Each of Messrs. Mahathir and Sethi began to serve as a director on December 13, 2007. (10) Mr. Peterson began to serve as a director on December 13, 2007 and resigned from such position on July 15, 2008. (11) Mr. Snellings began to serve as a director on August 12, 2008.January 2011. Equity Compensation Plan Information The following table gives information about ourthe Company’s common stock that may be issued upon the exercise of options and rights under our 1994 Stock Compensation Program, 1994 Non-Employee Director Stock Option Plan,the Emerson Radio Corp. 2004 Employee Stock Incentive Plan and 2004 Non-Employee Outside Director Stock Option Plan, and exercise of warrants, as of March 31, 20082011 (the “Plans”). The 1994 Plans expired in July 2004 and the remaining Plans are the only equity compensation plans in existence as of March 31, 2008.                               Number of securities to be   Weighted average exercise   Number of securities     issued upon exercise of   price of outstanding   remaining available for     outstanding options,   options, warrants and   future issuance under     warrants and rights   rights   equity compensation plans     (a)   (b)   (c) Equity compensation plans approved by security holders     212,334     $ 3.03       2,800,000                             Equity compensation plans not approved by security holders     100,000       4.00       —                             Total     312,334     $ 3.34       2,800,000   24 Compensation Committee Interlocks and Insider Participation                               Number of securities to be     Weighted average exercise     Number of securities       issued upon exercise of     price of outstanding     remaining available for       outstanding options,     options, warrants and     future issuance under       warrants and rights     rights     equity compensation plans   Equity compensation plans approved by security holders     50,000     $ 3.13       2,950,000             During Fiscal 2008, we did not have a compensation committee, and Christopher Ho, our Chairman, and Adrian Ma, our President and Chief Executive Officer, participated in deliberations of our Board of Directors concerning executive officer compensation. In April 2008, our Board of Directors established a Corporate Governance, Nominating and Compensation Committee, which presently is comprised of two directors, Adrian Ma and Kareem E. Sethi.           None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of our Board of Directors during Fiscal 2008. Certain Relationships and Related Transactions From time to time, we engageEmerson engages in business transactions with ourits controlling shareholder, Grande, Holdings and its subsidiaries (“Grande”). Asone or more of August 8, 2008, Grande beneficially owned approximately 57.6% of our outstanding common stock. Mr. Ho, our Chairman of the Board, also serves as Chairman of the Grande Holdings.Grande’s direct and indirect subsidiaries. Set forth below is a summary of such transactions. Grande’s Purchase of Controlling Interest in Emerson. On December 5, 2005, Grande purchased approximately 37% (10,000,000 shares) of our outstanding common stock from our former Chairman and Chief Executive Officer, Geoffrey P. Jurick. Since its initial purchase, Grande has increased its ownership of our common stock through open market and private purchases, including the purchase on September 21, 2007, from a former holder of more than five percent of our common stock of 1,853,882 shares. Grande beneficially owned approximately 57.6% of our common stock on August 8, 2008. License Agreement for Scott Brands. In April 2008, we terminated our agreement with a consumer electronics distributor, APH (the “Licensee”), pursuant to which, among other things, we had agreed to grant the Licensee a license to distribute and sell LCD televisions in North America under our “H.H. Scott” brand name. The Licensee also had a distributor relationship with Grande. We were paid royalties of $0 in Fiscal 2008 and $110,000 in Fiscal 2007 as a result of sales of LCD televisions bearing the H.H. Scott name. Unsecured Financial Assistance to Grande. During the third quarter of Fiscal 2007, we provided unsecured financial assistance in the form of letters of credit and loans which aggregated approximately $22.0 million at December 31, 2006 to Capetronic Display Limited (“Capetronic”), Nakamichi Corporation (“Nakamichi”), Akai Electric (China) Co. Ltd. (“Akai”), and Sansui Electric (China) Co. (“Sansui”), each of which is a wholly-owned subsidiary of Grande. In reviewing the documentation for certain of the letters of credit referred to above, we determined that some of the parts for which letters of credit were opened were to be used for the manufacture of 27” and 42” television sets to be sold to the Licensee by Akai. We had no direct 25 Controlling Shareholder Grande’s Ownership Interest in Emerson. Grande has advised the Company that, as of March 31, 2011, one of its indirect subsidiaries held beneficially 15,243,283 shares or indirect interest in such sales, and Capetronic paid Emerson $57,000 as a fee for facilitating these transactions.           On February 21, 2007, Capetronic, Nakamichi, Akai, and Sansui (collectively, the “Borrowers”), each of which is a wholly-owned subsidiary of Grande, jointly and severally, issued a promissory note (the “Note”) in favor of us in the principal amount of $23,501,514. The principal amountapproximately 56.2% of the Note representedoutstanding common stock of Emerson. That number of shares includes the outstanding amount3,391,967 Pledged Shares which, according to public filings made by Deutsche Bank in March 2010 had previously been pledged to Deutsche Bank to secure indebtedness owed to us as ofit. In February 21, 2007, as2011, Deutsche Bank filed a result of certain related party transactions entered into between usSchedule 13G with the SEC stating that Deutsche Bank had sole voting and sole dispositive power over the Borrowers described above, including interest that had accrued from the date of such related party transactions until the datePledged Shares (which represent approximately 12.5% of the Note. Simultaneously with the executionCompany’s outstanding common stock). The Company believes that both Grande and Deutsche Bank have claimed beneficial ownership of the Note, Grande executed a guaranty (the “Guaranty”) in favorPledged Shares. As of us pursuantOctober 14, 2011, the Company has not been able to which Grande guaranteed payment of allverify independently the beneficial ownership of the obligations of the Borrowers under the Note in accordance with the terms thereof. All installments due under the Note, together with interest at the rate of 8.25% per annum, were paid on their respective due dates and the note was paid in full on June 3, 2007. In February 2008, Emerson accepted a debit note from Capetronic for $4,604 resulting from a previous overpayment of the note.Pledged Shares.           In addition, on August 14, 2007, Capetronic reimbursed Emerson for the $125,000 fee which it was required to pay to its lender in order to receive from its lender a waiver of the defaults under its credit agreement attributable to the transactions described in the preceding paragraphs. Product SourcingRelated Party Transactions. Since August 2006, we have been providing to Sansui Sales PTE Ltd (“Sansui Sales”) and Akai Sales PTE Ltd (“Akai Sales”), both of which are subsidiaries of Grande, assistance acquiring certain products for sale. We issue purchase orders to third-party suppliers who manufacture these products, and we issue sales invoices to Sansui Sales’ and Akai Sales’ at gross amounts for these products. Financing is provided by Sansui Sales’ and Akai Sales’ customers in the form of transfer letters of credit to the suppliers, and goods are shipped directly from the suppliers to Sansui Sales’ and Akai Sales’ customers. We recorded income totaling $102,000 and $13,000 for providing this service in Fiscal 2008 and the three months ended June 30, 3008. respectively. Sansui Sales and Akai Sales paid their outstanding balances as of the end Fiscal 2008 to us in June 2008. Sales of goods. In addition to the product sourcing transactions described in the preceding paragraph, we have also purchased products on behalf of Sansui Sales and Akai Sales from third-party suppliers and sold these goods to Sansui Sales and Akai Sales. These transactions are similar to the transactions described in the preceding paragraph; however, instead of utilizing transfer letters of credit provided by Sansui Sales’ and Akai Sales’ customers, we utilize our own cash to pay Sansui Sales’ and Akai Sales’ suppliers. We invoice Sansui Sales and Akai Sales an amount that is marked up between two and three percent from the cost of the product. Emerson recorded sales to Akai and Sansui of $242,000 in Fiscal 2008. Sansui Sales and Akai Sales paid their outstanding balances to us in June 2008. Leases and Other Real Estate TransactionsTransactions.. Rented Space in Hong Kong Effective January 1, 2006, we2010, Emerson entered into a lease agreement with Lafe Properties (Hong Kong) Limited (“Lafe”), a related party of Grande at that time, pursuant to which Emerson rented 36,540 square feet from Lafe for the purpose of housing its Hong Kong based office personnel and for its use to refurbish certain returned products. This lease agreement expired on December 31, 2010 and was renewed for a one year period on substantially the same terms during December 2010, and therefore now expires on December 31, 2011. Per information obtained from Grande, on December 31, 2010, Lafe was sold by its immediate holding company to an independent third party. As such, the Company is no longer considering Lafe to be a related party to the Company beginning December 31, 2010. Rent expense and related service charges associated with this lease agreement totaled approximately $552,000 for the twelve months ended March 31, 2011. The rent expense and related service charges associated with this lease agreement is included in the Consolidated Statements of Operations as a component of selling, general, and administrative expenses. Emerson owed a subsidiary of Grande approximately $1,700 pertaining to rental related service charges at March 31, 2011. Rented Space in the People’s Republic of China In December 2008, Emerson signed a lease agreement with Akai Electric (China) Co., Ltd. (“Akai China”), a subsidiary of Grande prior to its disposal on December 24, 2010, concerning the rental of office space, office equipment, and lab equipment for Emerson’s quality assurance personnel in Hong KongZhongshan, People’s Republic of China. The lease term began in July 2007 and ended by its terms in June 2009, at which time the agreement renewed automatically on a month-by-month basis unless canceled by either party. The agreement was cancelled in May 2011. On December 24, 2010, Grande announced that it sold Capetronic Group Ltd. (“Capetronic”) to a purchaser who, along with its beneficial owner, are third parties independent of Grande and an agreement for servicesits connected persons, as defined in connectionthe Listing Rules to the best of Grande’s and its directors’ knowledge, information and belief, having made all reasonable enquiries (the “Sale”). As Akai China was a subsidiary of Capetronic at the time of the Sale, and was disposed of along with this office space rental fromCapetronic by Grande, which was extended throughthe Company is no longer considering Akai China to be a related party to the Company beginning December 31, 2008, and24, 2010. 26 Rent charges with Akai China totaled approximately $85,000 for the twelve months ending March 31, 2011. Other. During the twelve months ending March 31, 2011, Emerson paid consulting fees and related expense reimbursements of approximately $114,000 and approximately $23,000, respectively, to Mr. Eduard Will, a director of Emerson, for work performed by Mr. Will related to a shareholder derivative lawsuit that the Company settled in January 2011. In May 2010, Emerson signed an agreement with Mr. Will, which will expire at that date unless terminated earlier by either party upon three months prior written noticeformalized the arrangement and commits Emerson to paying a consulting fee of termination by either party. Under a new agreement commencing March 1, 2008, the office space rented was increased from 7,810 square feetminimum of $12,500 per quarter to 18,476 square feet. Rent expense with Grande was $119,000, $270,000 and $206,000 forMr. Will relating to this lawsuit. During the three months endedending June 30, 2008, Fiscal 20082011. Emerson paid consulting fees and Fiscal 2007, respectively. The amountrelated expense reimbursements of expense incurred with Grandeapproximately $3,400 and approximately $2,900, respectively, to Mr. Will for all other services in connection with this office space rental was approximately $13,000, $106,000 and $56,000 for the three months ended June 30, 2008, Fiscal 2008 and Fiscal 2007.           We utilize the services of Grande employees for certain administrative and executive functions. Grande pays us quality assurance personnel in RMB in China on our behalf for which we subsequently pay a reimbursement to Grande. Payroll and travel expenses, including utilization of Grande employees as well as payroll and travel expenses paid on our behalf and reimbursed to Grande, were $515,000 and $167,000 for Fiscal 2008 and Fiscal 2007, respectively. We owed Grande $98,000work performed by Mr. Will related to this activity as of June 30, 2008.the aforementioned lawsuit.           From May to October 2007, we occupied office space in Shenzhen, China under a lease agreement with Akai AV Multimedia (Zhongshan) Co Ltd, an affiliate of Grande. Rent expense was $79,000 and other expenses in connection with this agreement were $29,000. The agreement was not renewed. In May 2007, we2011, Emerson paid an initial $10,000 commissiona travel advance of $15,500 to Vigers Hong Kong LtdMr. Will for anticipated Emerson-related business travel to occur in a future period. In July 2011, Emerson paid a consulting fee of $3,300 to Mr. Will for work performed by Mr. Will during the months of April through June 2011 on mergers and acquisitions matters. During the twelve months ending March 31, 2011, Akai Sales Pte Ltd. (“Vigers”Akai Sales”), a property agent and a subsidiary of Grande, relatedinvoiced Emerson approximately $7,300 for travel expenses which Akai Sales paid on Emerson’s behalf and Emerson reimbursed to Akai Sales during Fiscal 2011. On April 7, 2010, upon a request made to the sale of a building ownedCompany by us to an unaffiliated buyer. Also, we received a deposit of approximately $300,000 fromits foreign controlling stockholder, S&T, the buyer on this date. The sale was concluded on September 27, 2007. An additional $10,000 commission was paid to Vigers by us on the closing date of the sale of the property. We received the balance of the purchase price of approximately $1,700,000 on September 27, 2007, the closing date of the sale. Toy Musical Instruments. In May 2007, weCompany entered into an agreement with Goldmen Electronic Co. Ltd. (“Goldmen”), pursuantS&T whereby the Company returned to which we agreed to pay $1,682,220 in exchange for Goldmen’s manufacture and delivery to us of musical instruments in order for us to meet our delivery requirements of these instruments in the first week of September 2007. In July 2007, we learnedS&T on April 7, 2010 that Goldmen had filed for bankruptcy and was unable to manufacture the musical instruments we had ordered. Promptly after we learned of Goldmen’s bankruptcy, Capetronic agreed to manufacture the musical instruments on substantially the same terms and conditions, including the price, as Goldmen had agreed to manufacture them. Accordingly, on July 12, 2007, we paid Tomei Shoji Limited, an affiliate of Grande, $125,000 to acquire from Goldmen and deliver to Capetronic the molds and equipment necessary for Capetronic to manufacture the musical instruments. In July 2007, Emerson made two upfront payments to Capetronic totaling $546,000. On July 20, 2007, Capetronic advised us that it was unable to manufacture the musical instruments for us because it did not have the requisite governmental licenses to do so. In June 2008, Capetronic repaid the $546,000 advance it received from us in July 2007. Capetronic currently physically possesses our musical instrument molds, which we wrote off in Fiscal 2008. Freight Forwarding Services. In June 2007, we and Capetronic signed an agreement for us to provide freight forwarding services to Capetronic. Under this agreement, we will pay the 27 costs of importation of Capetronic’s inventory on Capetronic’s behalf, and to arrange for the inventory to be received at a port of entry, cleared through the United States Customs Service using our regularly engaged broker, and transfer the inventory to a common carrier as arranged by Capetronic’s customer. If Capetronic’s customer failed to make such arrangements with a common carrier, we agreed to transfer the inventory to our warehouse for storage or make other arrangements with a public warehouse. Following the transfer of Capetronic’s inventory, we are required to provide Next Day delivery of all importation documents and bills of lading to Capetronic’s customer. Capetronic agreed to reimburse us for all costs incurred by us in connection with the activity just described within thirty days of demand by us, after which interest accrues. As compensation, Capetronic agreed to pay us a service fee of 12%portion of the importation costs. We billed Capetronic fortaxes that the reimbursementCompany had withheld from the dividend paid on March 24, 2010 to S&T, which the Company believes is not subject to U.S. tax based on the Company’s good-faith estimate of importation costs totaling $246,000its accumulated earnings and profits (the “Agreement”). The Company believes this transaction results in an off-balance sheet arrangement, which is comprised of a commissionpossible contingent tax liability of $29,000. Capetronic paid us $275,000the Company, which, if recognized, would be offset by the calling by the Company on November 14, 2007. Other. Between August and December 2007, we paid invoices and incurred charges for goods and services relating toS&T of the Hong Kong Electronics Fairindemnification provisions of $153,069. Portionsthe Agreement. Per the terms of these charges totaling $87,353, have been allocated andthe Agreement, Emerson invoiced to affiliates of Grande in proportion to their respective share of space occupied and services rendered during the Electronics Fair as follows: Nakamichi Corporation Ltd. $17,143, Akai Sales PTE Ltd $44,495 and Sansui Sales PTE Ltd $25,715. Akai Sales and Sansui Sales paid us $70,210 in connection with the Hong Kong Electronics FairS&T in June 2008.           Also related to the annual Hong Kong Electronics Fairs, Capetronic incurred charges and paid invoices on our behalf in the amount of $76,000 for which Emerson reimbursed Capetronic $48,000 in March 2008. We paid all of our outstanding balances to Capetronics in June 2008.           In June 2007, we paid a one-time sales commission in the amount of $14,000 to an Executive Director of Grande Holdings, who is also one of our directors. The commission was 50% of the net margin on a sale by us to an unaffiliated customer.           In January 2008, Grande transferred computer, office equipment, and furniture to us for which we paid $12,000, which represented the carrying amount of the assets on the books of Grande at the time of sale.           In June 2008, we paid Capetronic $160,0002010 approximately $42,000 for reimbursement of payrolllegal fees incurred by Emerson with regard to the Agreement and travel expensesapproximately $33,000 as a transaction fee for having entered into the Agreement. In January 2011, Emerson agreed, upon the request of S&T, to waive approximately $5,000 of the legal charges that had been invoiced to S&T in June 2010. S&T paid on our behalf from October 2007 through May 2008. Also includedthe full amount owed to Emerson of approximately $70,000 in February 2011. In February 2011, upon the paymentrequest of S&T to the Company, the Company and S&T agreed the collateral pledged as a part of the Agreement would no longer be required and this collateral was a reimbursement for expenses Capetronic paid on our behalf for a trade show.returned by the Company to S&T in March 2011. Review and Approval of Transactions with Related Parties In February 2007, we adoptedMarch 2011, after final court approval and associated appeal and implementation periods of the settlement agreement that the Company entered into to bring to a close a shareholder derivative lawsuit, the Company updated its policy regarding the review and approval of transactions with related parties to require that all future affiliatedproposed transactions in excess of $500,000 mustbetween the Company and related parties, as defined by the Financial Accounting Standard Board’s Accounting Standards Codification Topic 850 (ASC 850), which are greater than $100,000 (“Covered RPT Transactions”) be approvedpre-approved by a majority of those directors of the Company who are independent within the meaning of Section 803(A)(2) of the Company Guide, as may be amended from time to time. In reviewing and approving transactions between the Company and related parties, the independent outside membersdirectors are to determine whether the proposed transaction is entirely fair to the Company and in the Company’s best interest. For purposes of ourthe policy, related parties means (i) an officer or director of the Company or the member of the immediate family of any of them or (ii) any other corporation, partnership, association, limited liability company, limited liability partnership, trust or other entity or organization in which one or more of the Company’s officers or directors are (a) directors, officers, trustees or other fiduciaries or (b) have a financial interest. Prior to this change, the Company’s policy had required that all Covered RPT Transactions be pre-approved by the Related Party Transaction Review Committee of the Board of Directors, who do not have an interest in accordance with the transactions. ThisRelated Party Transaction Review Committee charter. All other components of the policy was adopted by resolution of our Board of Directors at a meeting of our Board of Directors, and we currently are updating our written finance and accounting policy and procedure manual to, among other things, document suchwere substantially the same as the current policy. Since the adoption of our policy with respect to affiliated transactions in February 2007, there were no affiliated transactions in excess of $500,000 that required approval 28 by a majority of the independent outside members of our Board of Directors under our policy other than the transaction described above under the subheading “Toy Musical Instruments,” which was approved in accordance with our policy. Legal Proceedings In December, 2007, a purported derivative actionre: Kayne Litigation.On July 7, 2011, the Company was served with an amended complaint (the “Berkowitz Action”“Complaint”) was filed in The Court of Chancery of the State of Delaware (the “Court”) on our behalf by two of our shareholders, Lisa S. Berger Berkowitz and David E. Berkowitz, against certain of our current and former directors. The derivative action currently is pending against three of our directors (Messrs. Ho, Ma and Binney). The complaint, which has not yet been answered by the defendants, alleges that the named defendants, each of whom also is an executive officer of Grande Holdings, our controlling shareholder, violated their fiduciary duties to us in connection with a number of previously disclosed related party transactions with affiliates of Grande Holdings.           In May 2008, a purported derivative action (the “Pinchuk Action”) was filed in the United States District Court for the Central District of California alleging, among other things, that the Company, certain of its present and former directors and other entities or individuals now or previously associated with Grande, intentionally interfered with the ability of the plaintiffs to collect on our behalfa judgment (now approximately $47 million) they had against Grande by our shareholder, Warren Pinchuk, againstengaging in transactions (such as the dividend paid to all shareholders in March 2010) which transferred assets out of our current directors. Thisthe United States. The Complaint also asserts claims under the civil RICO statute and for alter ego liability. In the Company’s opinion, based on an initial review, the claims appear to be devoid of merit. Accordingly, on September 27, 2011, Emerson moved to dismiss the action contains similar allegationsfor failure to those containedstate claim (the “Motion”). The Court has scheduled oral argument for the Motion for December 19, 2011. In the interim, and in the Berkowitz Action. The plaintiffs inevent that the Berkowitz Action have moved beforeMotion is denied, Emerson intends to defend the Court to intervene in the Pinchuk Action and to stay prosecution of the Pinchuk Action. The plaintiff in the Pinchuk Action has filed an opposition to that motion and has moved before the Court to consolidate the Berkowitz Action and the Pinchuk Action.           In late July 2008, the Court entered an Order (the “Order”) consolidating for all purposes the Berkowitz and Pinchuk lawsuits. The Order also organizes counsel for the plaintiffs in the consolidated action relieves the defendants of their obligation to answer the Berkowitz and Pinchuk complaints and contemplates the filing of a consolidated complaint as soon as practicable. The recovery, if any, in the consolidated action, will inure to our benefit.vigorously. 29 PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF MOORE STEPHENS, P.C.MSPC AS INDEPENDENT AUDITORS OF EMERSON FOR THE FISCAL YEAR ENDING 20092012 The Audit Committee has appointed Moore Stephens, P.C.MSPC as ourthe Company’s independent registered accountants to audit ourthe Company’s financial statements for the fiscal year ending March 31, 2009,2012, and has further directed that management submit the selection of independent registered accountants for ratification by ourthe Company’s stockholders at the annual meeting. Stockholder ratification of the selection of Moore Stephens, P.C.MSPC is not required by our by-laws or otherwise. However, we arethe Company is submitting the selection of Moore Stephens, P.C.MSPC to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Moore Stephens, P.C.MSPC. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if it is determined that such a change would be in the best interests of Emerson and its stockholders. Representatives of the firm of Moore Stephens, P.C.MSPC are expected to be present at ourthe Company’s annual meeting and will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions. In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit Committee’s charter, all audit and audit-related work and all non-audit work performed by ourthe Company’s independent accountants, Moore Stephens, P.C.,MSPC, is approved in advance by the Audit Committee, including the proposed fees for such work. The Audit Committee is informed of each service actually rendered. Ø Audit Fees.Audit Fees. Audit fees billed to us by Moore Stephens for the audit of the financial statements included in our Annual Reports on Form 10-K, and reviews by Moore Stephens P.C. of the financial statements included in our Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2007 and 2008 totaled approximately $233,900 and $247,400,oAudit Fees.Audit fees billed to the Company by MSPC for the audit of the financial statements included in the Company’s Annual Reports on Form 10-K, and reviews by MSPC of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the fiscal years ended March 31, 2011 and 2010 totaled approximately $255,300 and $283,500, respectively. Ø Audit-Related Fees. We were billed $110,000 and $117,200 by Moore Stephens P.C. for the fiscal years ended March 31, 2007 and 2008, respectively, for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the caption Audit Fees above. Audit-related fees were principally related to procedures in connection with the audit of our parent company’s consolidated financial statement for its fiscal years ended December 31, 2006 and December 31, 2007, portions of which were credited to our audit fees for the audit of our financial statements for our fiscal years ended March 31, 2007 and March 31, 2008. Ø Tax Fees. Moore Stephens P.C. billed us an aggregate of $64,000 and $98,600, for the fiscal years ended March 31, 2007 and 2008, respectively, for tax services, principally related to the preparation of income tax returns and related consultation. Ø All Other Fees.We were not billed by Moore Stephens P.C. for the fiscal years ended March 31, 2007 and 2008, respectively, for any permitted non-audit services. 30 oAudit-Related Fees. The Company was billed approximately $118,000 and $131,250 by MSPC for the fiscal years ended March 31, 2011 and 2010, respectively, for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the captionAudit Feesabove. Audit-related fees were principally related to procedures in connection with the audit of the Company’s controlling shareholder’s consolidated financial statement for its fiscal years ended December 31, 2010 and December 31, 2009, portions of which were credited to the Company’s audit fees for the audit of its financial statements for the fiscal years ended March 31, 2011 and March 31, 2010. oTax Fees.MSPC billed the Company an aggregate of $66,600 and $73,500 for the fiscal years ended March 31, 2011 and 2010, respectively, for tax services, principally related to the preparation of income tax returns and related consultation. oAll Other Fees.The Company was not billed by MSPC for the fiscal years ended March 31, 2011 and 2010, respectively, for any permitted non-audit services. Applicable law and regulations provide an exemption that permits certain services to be provided by ourthe Company’s outside auditors even if they are not pre-approved. We have not relied on this exemption at any time since the Sarbanes-Oxley Act was enacted. Change in Accountants           As previously reported in a Current Report on Form 8-K dated May 23, 2006, on May 17, 2006, we retained the services of Moore Stephens as our independent auditors to replace our former independent auditors, BDO Seidman, LLP (“BDO”), who resigned as our independent registered public accounting firm on March 7, 2006. BDO served as our independent registered public accountant since March 31, 2004.           The engagement of Moore Stephens, P.C. and the replacement of BDO was approved by our Board of Directors on the recommendation of our Audit Committee. During the fiscal years ended March 31, 2004 and March 31, 2005, respectively, and any subsequent interim period to May 17, 2006, we did not consult with Moore Stephens regarding any matters noted in Item 304(a) of Regulation S-K. BDO provided tax services to us during the fiscal years ended March 31, 2005 and 2006.           There were no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or any events of the type listed in Item 304(a)(1)(v)(A) through (D) of Regulation S-K, involving BDO that occurred within the fiscal year ended March 31, 2005. BDO’s report on our financial statements for the fiscal year ended March 31, 2005 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.           During the fiscal year ended March 31, 2005 and through March 7, 2006, there had been no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such periods.           During the two fiscal years ended March 31, 2004 and 2005 and through March 7, 2006, there had been no reportable events as described in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.           We provided BDO with a copy of the disclosures made pursuant to the Form 8-K (which disclosures are consistent with the disclosures noted above) and BDO furnished us with a letter addressed to the SEC stating that it agrees with the statements made by us in the Form 8-K filing, a copy of which was filed as an exhibit to the Form 8-K. 31 Vote Required The affirmative vote of a majority of the votes cast at the meeting at which a quorum representing a majority of all outstanding shares of ourthe Company’s common stock is present and voting, either in person or by proxy, is required for the ratification of ourthe Company’s independent registered accountants. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF MOORE STEPHENS, P.C. MSPC AS INDEPENDENT AUDITORS OF EMERSON FOR THE FISCAL YEAR ENDING MARCH 31, 2009.2012. 32 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires ourthe Company’s directors, officers, and stockholders who beneficially own more than 10% of any class of ourits equity securities registered pursuant to Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with respect to ourthe Company’s equity securities with the Securities and Exchange CommissionSEC and the American Stock Exchange.NYSE Amex. All reporting persons are required to furnish usthe Company with copies of all reports that such reporting persons file with the Securities and Exchange CommissionSEC pursuant to Section 16(a) of the Exchange Act.           BasedExcept as set forth below, based solely upon a review of Forms 3, 4 and 45, and amendments to these forms furnished to the Company, all parties subject to the reporting requirements of Section 16(a) filed all such required reports during and with respect to Fiscal 2008, except that Grande Holdings, a beneficial owner of more than 10% of our outstanding shares of our common stock,2011. Deutsche Bank AG filed a Form 4 with respect to one transaction pursuant toon February 9, 2011 reporting a purchase of 2,552 shares of the Company’s common stock which it purchased shares of our common stock four business days following the date such Form 4 was due, and Mr. Wirsching filed a Form 4 with respect to three transactions pursuant to which he purchased shares of our common stock two business days following the date such Form 4 was due.made on December 17, 2010. STOCKHOLDER COMMUNICATIONS AND PROPOSALS           OurThe Company’s Board of Directors has established a procedure that enables stockholders to communicate in writing with members of ourthe Company’s Board of Directors. Any such communication should be addressed to ourthe Company’s Secretary and should be sent to such individual c/o Emerson Radio Corp., 9 Entin Road, Parsippany,85 Oxford Drive, Moonachie, New Jersey 07054.07074. Any such communication must state, in a conspicuous manner, that it is intended for distribution to the entire Board of Directors. Under the procedures established by the Board of Directors, upon the Secretary’s receipt of such a communication, ourthe Company’s Secretary will send a copy of such communication to each member of the Board of Directors, identifying it as a communication received from a stockholder. Absent unusual circumstances, at the next regularly scheduled meeting of the Board of Directors held more than two days after such communication has been distributed, the Board of Directors will consider the substance of any such communication. Stockholder proposals to be presented at ourthe Company’s Annual Meeting of Stockholders to be held in 2009,2012, for inclusion in ourthe Company’s proxy statement and form of proxy relating to that meeting, must be received by usthe Company at ourits offices located at 9 Entin Road, Parsippany,85 Oxford Drive, Moonachie, New Jersey 07054,07074, addressed to the Secretary, on or before April 23, 2009.June 18, 2012. If, however, our 2009the date of the Company’s 2012 Annual Meeting of Stockholders is changed by more than thirty (30) days from the date of ourits 2011 annual meeting, the deadline is a reasonable time before we beginthe Company begins to print and mail ourits proxy materials for the 20092012 Annual Meeting of Stockholders. Such stockholder proposals must comply with ourthe Company’s bylaws and the requirements of Regulation 14A of the Exchange Act. See “Election of Directors” for information on stockholder submissions of nominations for election to the Board of Directors. Rule 14a-4 of the Exchange Act governs ourthe Company’s use of discretionary proxy voting authority with respect to a stockholder proposal that is not addressed in the proxy statement. With respect 33 to our 2008the Company’s 2012 Annual Meeting of Stockholders, if we arethe Company is not provided notice of a stockholder proposal prior to July 7, 2009, weSeptember 1, 2012, the Company will be permitted to use ourits discretionary voting authority when the proposal is raised at the meeting, without any discussion of the matter in the proxy statement. PERSONS MAKING THE SOLICITATION The enclosed proxy is solicited on behalf of ourthe Company’s Board of Directors. WeThe Company will pay the cost of soliciting proxies in the accompanying form. OurThe Company’s officers may solicit proxies by mail, telephone, telegraph or fax. Upon request, wethe Company will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy material to beneficial owners of ourthe Company’s shares of common stock. We have retained the services of American Stock Transfer & Trust Company to solicit proxies by mail, telephone, telegraph or personal contact. OTHER MATTERS The Board of Directors is not aware of any matter to be presented for action at the meeting other than the matters set forth herein. Should any other matter requiring a vote of stockholders arise, the proxies in the enclosed form confer upon the person or persons entitled to vote the shares represented by such proxiesproxies’ discretionary authority to vote the same in accordance with their best judgment in the interest of Emerson. FINANCIAL STATEMENTS A copy of ourthe Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008,2011, including financial statements, accompanies this proxy statement. The Annual Report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made. WeThe Company filed an amendment to ourits Annual Report on Form 10-K in July 20082011 in order to include certain information regarding our management, compensation and other matters. All of the information included in such amendment has been updated and is included in this proxy statement. A copy of ourthe Company’s Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended March 31, 2008,2011, filed with the SEC, is available (excluding exhibits) without cost to stockholders upon written request made to Investor Relations, Emerson Radio Corp., Nine Entin Road, Parsippany,85 Oxford Drive, Moonachie, New Jersey 07054-043007074 or on-line at ourthe Company’s web site: www.emersonradio.com. By Order of the Board of Directors, /s/  Andrew L. Davis ANDREW L. DAVIS Secretary August 22, 2008 34 EMERSON RADIO CORP.PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 19, 2008 The undersigned hereby appoints Greenfield Pitts and By Order of the Board of Directors, /s/ Andrew L. Davis  and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of Emerson Radio Corp. which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of Emerson Radio Corp. to be held at the offices of our counsel, Lowenstein Sandler PC, located at 65 Livingston Avenue, Roseland, New Jersey 07068 on Friday, September 19, 2008, at 10:00 a.m. (local time), and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. (Continued on reverse side) ANDREW L. DAVIS  Secretary October 20, 2011   ANNUAL MEETING OF STOCKHOLDERS OF EMERSON RADIO CORP. November 9, 2011 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement, Proxy Card are available at http://www.amstock.com/proxyservices/viewmaterial.asp?CoNumber=02008 Please sign, date and mail your proxy card in the envelope provided as soon as possible. â  Please detach along perforated line and mail in the envelope provided.  â     20730000000000000000  5                                                                            110911 ANNUAL MEETING OF STOCKHOLDERS OF EMERSON RADIO CORP. September 19, 2008 Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 20830000000000000000 4 09190 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED BELOW AND A VOTE “FOR” PROPOSAL NO.2. 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREý FOR AGAINST ABSTAIN    1. To elect eightseven directors: NOMINEES: FOR ALL NOMINEESO Michael A.B. Binney O Christopher Ho WITHHOLD AUTHORITYO Adrian MaFOR ALL NOMINEESO Mirzan Mahathir O Greenfield PittsFOR ALL EXCEPTO Kareem E. Sethi (See instructions below) O Terence A. Snellings O Eduard WillINSTRUCTIONS:To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. FOR AGAINST ABSTAIN 2. To ratify the appointment of Moore Stephens, P.C.MSPC Certified Public Accountants and Advisors, A Professional Corporation as the independent registered public accounting firm of Emerson Radio Corp. for the fiscal year ending March 31, 2009.2012. o o o    o FOR ALL NOMINEES ¡ Christopher Ho ¡ Eduard Will    o WITHHOLD AUTHORITY FOR ALL NOMINEES ¡ ¡ Duncan Hon Vincent Fok    o FOR ALL EXCEPT (See Instructions below) ¡ ¡ ¡ Mirzan Mahathir Kareem E. Sethi Terence A. Snellings THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT MAY BE REVOKED PRIOR TO ITS EXERCISE. RECEIPT OF NOTICE OF THE ANNUAL MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED, AND THE TERMS OF THE NOTICE AND PROXY STATEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS PROXY. THE UNDERSIGNED HEREBY REVOKES ALL PROXIES HERETOFORE GIVEN FOR SAID MEETING OR ANY AND ALL ADJOURNMENTS, POSTPONEMENTS AND CONTINUATIONS THEREOF. PLEASE VOTE, SIGN, DATE SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES. INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:= To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. o Signature of Stockholder   Date:  Signature of StockholderDate:Stockholder    Date:   Note: Please sign exactly as your name or names appear hereon.on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.   o n EMERSON RADIO CORP. PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 9, 2011      The undersigned hereby appoints Andrew L. Davis and Barry Smith, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of Emerson Radio Corp. which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of Emerson Radio Corp. to be held at our offices located at 85 Oxford Drive, Moonachie, New Jersey 07074 on Wednesday, November 9, 2011, at 9:00 a.m. (local time), and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting. UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. (Continued and to be signed on the reverse side.) n 14475  n