GENERAL INFORMATION REGARDING THE 20042012 ANNUAL MEETING OF STOCKHOLDERS

QuorumWhat constitutes a quorum? What is the Record Date? How many shares are outstanding?

The holders of a majority of the outstanding shares of common stock entitled to vote at the 20042012 annual meeting of stockholders, represented in person or by proxy, will constitute a quorum at the meeting. However, if a quorum is not present or represented at the meeting, the stockholders entitled to vote at the meeting, present in person or represented by proxy, have the power to adjourn the meeting, without notice, other than by announcement at the meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting.

On April 2, 2012, Record Date, there were 32,281,495 shares of our common stock issued and outstanding and entitled to vote, meaning that 16,140,748 shares of our common stock must be present in person or by proxy to have a quorum.

Votes Required to Approve ProposalsWhat matters will be voted on at the Annual Meeting?

The following matters will be voted on at the Annual Meeting:

How does the board of directors recommend that I vote?

The board of directors recommends that you vote:

What vote is required to approve the proposals?

Provided a quorum exists, the following votes are required for each Proposal:

Proposal One – To be elected, directorseach director must receive aplurality of the shares voting in person or by proxy, provided a quorum exists.proxy. A plurality means receiving the largest number of votes, regardless of whether that is a majority. The

Proposal Two – An affirmative vote of amajority of the outstanding shares entitled to vote is necessary to approve the amendment to our certificate of incorporation requiresto increase the number of shares of capital stock which the company shall have authority to issue to be 51 million

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(51,000,000) shares of stock, of which fifty million (50,000,000) shares are Common Stock, par value of $0.01 per share, and one million (1,000,000) shares are Preferred Stock.

Proposal Three – An affirmative vote of the holdersamajority of at least 75% of the outstanding shares entitled to vote. The amendment to our incentive stock option plan requires the affirmative vote of a majority of the shares entitled to vote that are present, in person or represented by proxy, and entitled to vote at the meeting.meeting is required to approve the proposal to approve an Incentive Compensation Award Agreement with Theodore M. Wright, our Chief Executive Officer.

Proposal Four – An affirmative vote of amajorityof shares present, in person or proxy, and entitled to vote at the meeting is required to ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2013.

Proposal Five – An affirmative vote of amajority of the shares present, in person or proxy, and entitled to vote at the meeting is required to give advisory (non-binding) approval of the compensation of our named executive officers as disclosed in this proxy statement. Because your vote is advisory, it will not be binding on the board of directors or on us; however, the board of directors and we will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Record Date, Shares Outstanding and Number of VotesWho is entitled to vote at the Annual Meeting?

Only stockholders of record as of the close of business on the Record Date, April 15, 2004, the record date set for the meeting by our board,2, 2012, are entitled to notice of and to vote at the meeting or any adjournments of the meeting. On the record date, there were 23,151,799 shares of our common stock issued and outstanding and entitled to vote. Each share of common stock entitles the holder to one vote per share.

MethodWhat will happen if I do not specify how my shares are to be voted, but do submit a proxy?

Stockholders of Counting Votes, AbstentionsRecord. If you are a stockholder of record and Broker Non-Votesyou submit a proxy, but you do not provide voting instructions, your shares will be voted:

Beneficial Owners. If you are a beneficial owner and you do not provide voting instructions to our incentive stock option plan, butthe broker or other nominee that holds your shares, the broker or other nominee will havedetermine if it has the discretionary authority to vote on a particular proposal, and may not be able to vote on all proposals presented for a vote at the annual meeting, including Proposals 1, 2, 3 and 5.

What will happen if I do not vote my shares?

Stockholders of Record.If you are the stockholder of record and you do not vote by proxy card, by telephone, by the internet or in person at the annual meeting, your shares will not be voted at the annual meeting. For proposals One, Three, Four and Five, failure to vote will not affect the outcome of the proposal. However, for Proposal Two, the failure to vote has the same effect as voting against the proposal.

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Beneficial Owners.If you are the beneficial owner of shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote, which does not include non-routine matters, including Proposals 1, 2, 3, and 5.

How do I vote and what are the voting deadlines?

Stockholders of Record.If you are a nostockholder of record, you may vote on the approvalby any of the amendment to our certificate of incorporation.following methods:

Beneficial Owners.If you are not entitled to vote on certain matters unless theya beneficial owner of your shares, you should receive a Notice of Internet Availability of Proxy Materials or voting instructions from the broker or nominee holding your shares. You should follow the instructions provided to you by your broker in order to properly advise them of your voting instructions. Shares held beneficially may be voted at the annual meeting only if you obtain a legal proxy from your broker or nominee giving you the right to vote, and presenting that legal proxy together with your vote to the inspector of election at the annual meeting.

Can I revoke or change my vote?

Stockholders of Record.If you are a stockholder of record, you may revoke your vote at any time before the final vote at the annual meeting by:

Beneficial Owners.If you are the beneficial owner of your shares, you must contact your broker or nominee holding your shares, and follow their customers. instructions for revocation or changing your vote.

Your attendance at the annual meeting will not automatically revoke your proxy unless you vote again at the annual meeting.

What is the effect of a broker non-vote?

Brokers are permittedor other nominees who hold shares of our common stock for a beneficial owner have the discretion to vote on routine non-controversial proposals in instances wherewhen they have not received voting directions from the beneficial owner at least ten days prior to the annual meeting. If the broker or nominee does not receive voting instructions from the beneficial owner in sufficient time to enable its timely voting of the stock but are not permitted to vote on non-routine matters. In the event that a broker does not receive voting instructions for non-routine matters, a broker may notify us that it lacks voting authority to vote those shares. These “broker non-votes” refer to votes that could have been cast on the matter in question by brokers with respect to uninstructed shares, if the brokers had received their customers’ instructions. The inspector of election will treat broker non-votes as shares that are present and entitled to vote for the purpose of determining the presence of a quorum. However, for the purpose of determining the outcome of any matter as to which the broker has indicated on the proxy that it does not have discretionary authorityvoting rights to vote thosethe shares for particular proposals, such is treated as a broker non-vote. This broker non-vote will be treated ascounted for purposes of determining whether a quorum exists, but

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will not be counted for purposes of determining the number of votes present in person or represented by proxy and not entitled to vote with respect to that matter (even though those shares are considered entitleda particular proposal. In order to vote for quorum purposes and may be entitled to vote on other matters). Theseminimize the number of broker non-votes will have no effect on the outcome ofand to ensure that your voice is heard in the election of directors,we encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice.

Who will count the votes?

Broadridge Financial Solutions, Inc. has been engaged as our directors orindependent agent to receive and tabulate our stockholder votes, and will act as our independent inspector of election, who will will certify the amendment to our incentive stock option plan, but will haveelection results and perform any other acts required by the same effect as a no vote on the approval of the amendment to our certificate of incorporation.Delaware General Corporation Law.

How will the Proxies Will Be VotedStephens Inc. shares owned be voted?

The enclosed proxies will be voted in accordance with the instructions you place on the form of proxy. Unless you tell us on the form of proxy to vote differently, we will vote signed returned proxies “FOR” the board’s nominees, “FOR” approval of the amendment to our certificate of incorporation and “FOR” approval of the amendment to our incentive stock option plan. The proxy holders will use their discretion on other matters. If a nominee cannot or will not serve as a director, the proxy holders will vote for a person whom they believe will carry on our present policies.

Pursuant to the terms of a voting“voting trust agreementagreement” entered into by Stephens Group, Inc., Stephens Inc. and certain affiliates of Stephens Inc., which collectively own approximately 58.7%23.7% of our common stock, unless the voting trustVoting Trust is revoked or otherwise expires, the trustee of the voting trustVoting Trust must vote the shares of common stock held by the voting trust “FOR” and/or “AGAINST” any proposal or other matter submitted to theour stockholders of the company for approval in the same proportion as the votes cast “FOR” and “AGAINST” such proposal or other matter by all other stockholders, not counting abstentions. Therefore, each proxy received voting “FOR” or “AGAINST” any of the three proposalsproposal will result in a proportionate number of shares held in the voting trustVoting Trust to be voted “FOR” or “AGAINST” a proposal. However, abstentionsFor proposals requiring a selection of a particular choice, the Voting Trust will be voted in the same proportion as the votes cast for each alternative, not counting abstentions. Abstentions and broker non-votes will not impact how the shares in the voting trust are counted.

Revocation of ProxiesHow are Stockholder Proposals included in the proposals submitted to Stockholders for voting? How is any Other Business voted on by stockholders?

You may revoke your proxy before it is voted. Any stockholder returningStockholders have the enclosed form of proxy may revoke such proxy at any time priorright to its exercise by:

Your last vote is the vote that will be counted.

Stockholder Proposals and Other Business

From time to time, stockholders seek to nominate directors orand present proposals for inclusion in our proxy statement and form of proxy for consideration at an annual meeting of stockholders. To be included in our proxy statement and form of proxy or considered at our next annual meeting, you must timely submit nominations of directors or other proposals, in addition to meeting other legal requirements.requirements within appropriate time periods. We must receive your nominations and/orand proposals for the 2005our 2013 annual meeting for possible consideration at the meeting no earlier than December 20, 2012 and no later than January 4, 200421, 2013, and for possible inclusion in the proxy statement or prior to March 4, 2004 for possible consideration at the meeting.by no later than December 20, 2012. However, if the date of the 20052013 annual meeting changes by more than 30 days from the first anniversary date of this year’s meeting, then we must receive your nominations and/orand proposals within a reasonable time before we begin to print and mail our proxy materials.

materials if you want them included in the proxy statement.

We do not intend to bring any business before the 20042012 annual stockholders meeting other than the matters described in this proxy statement norand we have wenot been informed of any matters or proposals that may be presented at the meeting by others.stockholders. If however, any other business should properly arise and be properly submitted for a vote at the 2012 annual meeting, the persons appointed in the enclosed proxy have discretionary authority to vote in accordance with their best judgment.

SolicitationWho is paying the cost of Proxiessolicitation of proxies?

TheWe will bear the cost of soliciting proxies will be borne by the company.proxies. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and employees by other means, including telephone, emaile-mail or in person. No special compensation will be paid to directors, officers or employees for the solicitation of proxies. To solicit proxies, we may also will request the assistance of banks, brokerage houses and other custodians, nominees or fiduciaries, and, upon request, will reimburse such organizations or individuals for their reasonable expenses in forwarding the Notice and other soliciting materials to beneficial owners and in obtaining authorization for the execution of proxies.

Annual ReportDo we provide for Electronic Delivery of Proxy Materials?

Pursuant to rules adopted by the SEC, we provide access to the proxy materials over the Internet. Accordingly, we are sending aNotice of Internet Availability of Proxy Materials, the Notice, to our stockholders owning shares of our common stock as of the Record Date. All stockholders will have

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the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The booklet containingNotice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, also contains our annual report to stockholders andAnnual Report on Form 10-K including audited consolidated financial statements for the fiscal year ended January 31, 2004. The booklet has been mailed2012 and a form of proxy card or voting instruction card. In addition, the Notice will provide stockholders with instructions on how to allrequest to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. A stockholder’s election to receive proxy materials by mail or electronically by e-mail will remain in effect until the stockholder terminates such election. We encourage stockholders of record asto take advantage of the closeavailability of businessthe proxy materials on April 15, 2004. Any stockholder that has not receivedthe Internet to help reduce the environmental impact of the annual meeting and lower the costs of printing and distributing our proxy materials. If you choose to receive future proxy materials by e-mail, you will receive an e-mail message each successive year with instructions containing a copy oflink to those materials and a link to the proxy voting website.

Our proxy materials are also available on our annual report may obtain a copy, without charge, by writing to uswebsite at 3295 College Street, Beaumont, Texas 77701, Attention: C. William Frank. You may also obtain our SEC filings throughwww.conns.com, atwww.proxyvote.com, and at the SEC’s website at www.sec.gov.www.sec.gov.

How can I find the result of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. Final results will be published in a current report on Form 8-K or in our Form 10-Q for the quarter ended April 30, 2012, to be filed with the SEC within four business days after the annual meeting. The Form 8-K or Form 10-K will be posted on our website atwww.conns.com, under “Investor Relations”.

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PROPOSALS FOR STOCKHOLDER ACTION

PROPOSAL ONE:

ELECTION OF DIRECTORS

Number of Directors to be Elected

Our board is currently constituted with ten director positions, seven (7) of which positions are to be elected at the 2012 annual meeting of stockholders. We currently intend to leave three (3) vacant board position in place to allow the board time to determine viable and qualified candidates to fill one or all of those positions. The seven (7) directors elected at the annual meeting will hold office until the 2013 annual meeting of stockholders or until their respective successors have been elected and qualified or their earlier death, resignation or removal. You may not vote for a greater number of directors than those nominated.

Criteria for Nomination to the Board of Directors.Those persons nominated to our board of directors are selected by the Nominating and Corporate Governance Committee in accordance with the Committee’s charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Guidelines, and the criteria determined by the board for our director candidates. The Nominating and Corporate Governance Committee of our board of directors in considering the nomination of the directors identified below to serve until the 2013 annual meeting, sought and considered individuals with strong personal reputations and experience in business and other areas that are relevant and important to the financing, strategy and operations of the company, as well as financial expertise to qualify as a “financial expert” for our Audit Committee. Each nominee for election as a director at this annual meeting of the stockholders of the company holds or has held senior executive positions in organizations providing such background and expertise objectives, and each has the necessary business and financial experience sought by the company in those areas, including strategic and financial planning, public company financing and reporting, compliance, risk management and leadership. Each of the nominated directors also has experience of serving on boards or in senior executive management of publicly held companies or governmental services requiring strong business and leadership acumen and implementation.

The Nominating and Corporate Governance Committee also considered and believes that each of the nominated individuals to serve as members of the board of directors has valuable personal and business attributes that have and will continue to be valuable to the company in their advice and guidance to the executive members of the company. The Nominating and Corporate Governance Committee takes into account in its considerations, diversity in range of backgrounds, perspectives and experience of the individuals it recommends for nomination to our board of directors. The specific experience of each nominee considered by the Nominating and Corporate Governance Committee is detailed in their respective biographies set forth below.

Board Nominees

Our board of directors met in March 2012 and considered the candidates for nomination for election to the board at the 2012 annual meeting of stockholders. The Nominating and Corporate Governance Committee of the board of directors, consisting of three independent members of the current board of directors, recommended that the full board nominate:

Marvin D. Brailsford

Jon E.M. Jacoby

Bob L. Martin

Douglas H. Martin

David Schofman

Scott L. Thompson

Theodore M. Wright

for election or re-election to the board of directors at the 2012 annual meeting. Other than Mr. Schofman, each of the nominated directors was elected at our 2011 annual meeting and served on the board of directors during fiscal year ended January 31, 2012 and during the current fiscal year through the date of the 2012 annual meeting. Mr. Schofman was nominated by our Nominating and Corporate Governance

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Committee to stand for election to our board of directors at its meeing in March 2012. One of our current directors, William T. Trawick, has elected to not stand for reelection. Mr. Trawick is in process of entering retirement from all active business activities. In making these recommendations, the Nominating and Corporate Governance Committee considered the experience, qualifications, attributes and skills of each of the nominees as described above and the requirements and qualifications discussed under “Board of Directors - Nominating Policies and Procedures” on page 21 of this Proxy Statement. Based on this recommendation, our board of directors has nominated the following individuals to be elected by the stockholders at the 2012 annual meeting:

Those identified as “independent director” have been determined by our board to be independent. All nominees have consented to serve as directors. The board has no reason to believe that any of the nominees will be unable or unwilling to act as a director. In the event any of these nominated directors is unable to stand for election, the board of directors may either reduce the size of the board or designate a substitute.

For biographical information and the experience, qualifications, attributes and skills of each that caused the Nominating and Corporate Governance Committee and our board of directors to determine that the nominees should serve as one of our directors regarding each of the board’s nominees for director, please refer to “Existing Board of Directors and Board of Director Nominees for 2012 and 2013” on page 14 of this Proxy Statement.

We Recommend That You Vote For Each Of The Board Nominees.

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PROPOSAL TWO:

APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION

General

Currently, our certificate of incorporation authorizes the number of directorsshares of capital stock which the company shall have authority to issue to be no more than seven41 million (41,000,000) shares of stock, of which forty million (40,000,000) shares are Common Stock, par value of $0.01 per share, and divides our board into three classes of directors who serve three year terms.one million (1,000,000) shares are Preferred Stock. In April 2004,March 2012, our board adopted a proposal to amend our certificate of incorporation to allowincrease the boardnumber of directorsshares of capital stock which the company shall have authority to determine the sizeissue to be 51 million (51,000,000) shares of our boardstock, of directorswhich fifty million (50,000,000) shares are Common Stock, par value of $0.01 per share, and to remove the provisions providing for a classified board,one million (1,000,000) shares are Preferred Stock, subject to stockholder approval of the amendment. Our board has declared the proposed amendment to be advisable and in the best interests of the company and the stockholders.

Proposed Amendment

We propose to amend the first paragraph of ARTICLE FOUR of our certificate of incorporation as follows:

Current Article Ten, Sections B and E of the Company’s Certificate of Incorporation will be amended and restated to read as follows:

“B. Except as otherwise provided for or fixed pursuant to the provisions of Article FOUR of this Certificate of Incorporation relating to the rights of holders of any series of Preferred Stock to elect additional directors, the totalThe aggregate number of directorsshares of capital stock which shall constitute the entire Board of Directors of the Corporation shall be no less than three (3) directors. The numberhave the authority to issue is fifty one million (51,000,000) shares of directorsstock, of which shall constitute the entire Boardfifty million (50,000,000) shares are Common Stock, par value of Directors shall be determined as set forth in the Bylaws of the Corporation. Except with respect to the current terms of directors elected prior to the effective time of the amendment eliminating the classified Board of Directors, who shall serve the remainder of their term, each director shall hold office until the next annual meeting of the stockholders of the Corporation following such director’s election or appointment$0.01 per share (“Common Stock”), and the foregoing notwithstanding, shall serve until his successor shall have been duly elected and qualified, unless he shall resign, become disqualified, disabled or shall otherwise be removed.”

“C. Subject to the rights of the holders of any one or more series ofmillion (1,000,000) shares are Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until the next election of directors and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.(“Preferred Stock”).”

Article Ten, Sections C and D of the Company’s Certificate of Incorporation, which were provisions that only applied to a classified board, will be removed. Accordingly, Article Ten, Sections F, G and H will become Sections D, E and F, respectively.

The remaining provisions of ARTICLE FOUR and our certificate of incorporation will remain the same and in full force and effect.

Purpose of Proposed Amendment

DeclassificationAs of Board

Our primary purposethe Record Date, the company had 32,281,495 shares of common stock issued and outstanding. Additionally the company had 2,504,044 shares reserved for issuance pursuant to the company’s existing Amended and Restated 2003 Incentive Stock Option Plan, 483,000 shares reserved for issuance pursuant to the company’s existing Amended and Restated 2003 Non-Employee Director Stock Option Plan, 1,135,000 shares reserved for issuance pursuant to the Company’s 2011 Omnibus Incentive Plan for its employees, 300,000 shares reserved for issuance pursuant to the Company’s 2011 Non-Employee Director Restricted Stock Plan, and 1,105,138 shares reserved for issuance pursuant to the Company’s Employee Stock Purchase Plan. If all of the shares of common stock reserved for issuance pursuant to these plans are in originally adopting afact issued, then 37,808,677 shares of the Company’s common stock would be issued and outstanding. The company’s certificate of incorporation with a classifiedcurrently provides that the Company shall have the authority to issue forty million (40,000,000) shares of common stock which will leave only 2,191,323 shares authorized for issuance by the Company for corporate business purposes. The board structure wasof directors has determined that in order to help assure continuity and stability in the management of the business and affairs of the company and thereby enhance the ability ofpermit the company to carry out long-range plans and goalshave sufficient authorized shares of common stock for its benefit and the benefit of its stockholders. However, a classified board structure may discourage hostile attempts to acquire control of our company without first negotiating the acquisition with our board of directors because the extended and staggered terms of directors in a classified board generally operates to delay the acquisition of control of the board by a would-be acquirer for at least a year. During that time, the would-be acquirer would bear the risk of a large investment in a company thatnormal corporate business purposes, it did not control. A classified board may encourage a person seeking control of a corporation to negotiate with the board of directors of that corporation, which negotiations may result in a higher price or more favorable terms for stockholders or may give the board an opportunity to prevent a takeover that it believes is not in the best interests of the stockholders.

The classificationcompany to increase its authorized shares of directors does havecommon stock by ten million (10,000,000) shares to fifty million (50,000,000) shares of authorized common stock. We believe that the effectavailability of making it more difficultauthorized but unissued shares will provide us with the flexibility to issue our common stock for a variety of corporate purposes, including but not limited to, acquisitions, declaring future stock splits and raising equity capital as necessary. We believe that we will benefit by having the additional shares available for such purposes without delay, and the risk of non-approval of this proposal by our stockholders is that we could be prohibited from taking advantage of these opportunities. There are no current plans, arrangements, commitments or understandings with respect to change the compositionissuance of any of the board of directors of the company. Some investors have come to view classified boards as having the effect of insulating directors from being accountable to a corporation’s stockholders. For example, a classified board of directors limits the ability of stockholders to elect all directors on an annual basis rather than waiting up to two additional years to replace some directors. It may also discourage proxy contests in which stockholders have an opportunity to vote for a competing slate of nominees. The election of directors is the primary means for stockholders to influence corporate governance policies and to hold management accountable for its implementation of those policies. A number of major corporations have determined that, regardless of the merits of a classified board in promoting continuity of management and experience and in deterring coercive takeover attempts, principles of good corporate governance dictate that all directors of a corporation be elected annually.

After due consideration of the various issues concerning the declassificationshares of our board,common stock which would be authorized by the boardproposed amendment.

Effect of directors unanimously determinedProposed Amendment

Our stockholders do not have preemptive rights with respect to propose to the stockholders the declassification of the board so that each director would stand for re-election on an annual basis. This determination byour common stock. Thus, should our board of directors is in furtheranceelect to issue additional shares of its goal of ensuring that our corporate governance policies comply with applicable rules and regulations and maximize our accountabilitycommon stock, existing stockholders would not have any preferential rights to our stockholders.

Increase in Number of Directors

One ofpurchase the purposes of the amendment to our certificate of incorporation is to enable us to take timely advantage of the availability of well-qualified candidates forshares. If our board of directors elects to issue additional shares of our common stock, the issuance could have a dilutive effect on the earnings per share, book value per share, voting power and interest of current stockholders.

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If the proposed amendment is approved by our stockholders, the additional shares generally will be available for issuance from time to time by us without further action by the stockholders. Stockholder approval of these issuances may be required by applicable law or regulatory agencies, but in most instances we will have the authority to issue or reserve for issuance additional shares of our common stock without the approval of our stockholders.

The proposal could have an anti-takeover effect, although that is not our intention. For example, if we were the subject of a hostile takeover attempt, we could try to impede the takeover by issuing shares of our common stock, which would dilute the voting power of the other outstanding shares and increase our abilitythe potential cost of the takeover. The availability of this defensive strategy could discourage unsolicited takeover attempts, which would limit the opportunity for stockholders to attract high-quality individuals to serve as directors. Our board of directors has deemed the amendment to berealize a higher price for their shares than is generally available in the best interestspublic markets. We are not aware of our stockholders becauseany attempt, or contemplated attempt, to acquire control of us, and this proposal is not being presented with the intent that it believes that the presencebe used as a type of additional talented individuals with industry experience will enhance our ability to meet the challenges we face in an increasingly competitive market.

Effect of Proposed Amendment

anti-takeover device.

If the proposed amendment is adopted, we intend to immediately file it with the Secretary of State of the State of Delaware, at which time it will become effective. TheHowever, even if the stockholders approve the proposed amendment will be filed prior to the electionour certificate of directors so that the directors to be elected at the annual meeting will serve one year terms which will expire at the 2005 annual meeting of stockholders. However, the amendment will not impact the current term of the directors which are not expiring at the 2004 annual meeting. After the amendment is filed, the board of directors will have the authority to increase or decrease the size ofincorporation, our board of directors subjectretains discretion under Delaware law not to implement the provisionsproposed amendment. If our board of our certificatedirectors were to exercise such discretion, the number of incorporation and bylaws.

shares of common stock authorized for issuance would remain at forty million (40,000,000).

We Recommend That You Vote For Approval

Of The Amendment To Our Certificate Of Incorporation.

PROPOSAL TWO:

ELECTION OF DIRECTORS9

Number of Directors To Be Elected

Our board is currently constituted with seven director positions. Two directors are to be elected at the 2004 annual meeting of stockholders. If the amendment to our certificate of incorporation is approved at the annual meeting, the two directors elected at the annual meeting will hold office until the 2005 annual meeting of stockholders or until their respective successors have been elected and qualified. If the amendment to our certificate of incorporation is not approved at the annual meeting, the newly elected directors will hold office until the 2007 annual meeting of stockholders or until their respective successors have been elected and qualified.

You may not vote for a greater number of directors than those nominated.

Board Nominees

Our board of directors met in April 2004 and considered the candidates for election to the board at the 2004 annual meeting, and a majority of our independent directors recommended that the board nominate Marvin D. Brailsford and William T. Trawick for re-election at the 2004 annual meeting. In making these recommendations, the independent directors considered the requirements and qualifications discussed under “Board of Directors; Nominating Policies” on page 13 of this proxy statement. Based on this recommendation, our board has nominated Marvin D. Brailsford and William T. Trawick to be elected by the stockholders at the 2004 annual meeting. Both nominees have consented to serve as directors. The board has no reason to believe that either of the nominees will be unable or unwilling to act as a director. In the event either director is unable to stand for election, the board of directors may either reduce the size of the board or designate a substitute.

For biographical information regarding each of the board’s nominees for director, please refer to “General Information Regarding the Company; Board of Directors; Board Nominees” on page 11 of this proxy statement.

We Recommend That You Vote For Each Of The Board Nominees.

PROPOSAL THREE:

APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED 2003AN INCENTIVE STOCK OPTION PLANCOMPENSATION AWARD AGREEMENT

WITH THEODORE M. WRIGHT, CHIEF EXECUTIVE OFFICER

Effective January 2003,General

In March 2012, our board of directors adopted the Conn’s, Inc. Amendeda proposal, subject to stockholder’s approval, to enter into an Incentive Compensation Award Agreement with Mr. Wright, our Chief Executive Officer and Restated 2003 Incentive Stock Option Plan. The plan was approved by our stockholders at the January 17, 2003 special meetingPresident (the “Award Agreement”). Approval of the stockholders of Conn Appliances, Inc., our predecessor corporation. The purpose ofAward Agreement will allow the plan isannual incentive bonus payments payable to secure for Conn’s and our stockholders the benefits of the incentives inherent in the ownership of our common stock by our present and future employees.

General Description of the Plan

Under the plan, officers and employees are eligibleMr. Wright thereunder to receive awards in the form of stock options. At January 31, 2004, a total of 1,531,440 shares of common stock were issued and outstanding under the plan, 47,450 outstanding options had been exercised and 980,877 shares are currently available for issuance under the plan. All of the shares authorized for issuance under the plan have been approved by the stockholders and are registered on a Form S-8 filed with the SEC. Copies of the full text of the plan are available for review at our principal offices and we will furnish copies to our stockholders without charge upon written request directed to Conn’s, Inc., 3295 College Street, Beaumont, Texas 77701, Attention: Chief Financial Officer.

Administration

The plan is administered by our board of directors and thequalify as tax-deductible performance-based compensation committee of our board. Except as provided in the NASD exemptions, the members of the compensation committee must be “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934 and “outside directors” as required under Section 162(m) of the Internal Revenue Code of 1986, as amended. Our compensation committee currently consistsamended (“Code Section 162(m)”). The amounts previously paid to Mr. Wright may be found under the Summary Compensation Table on page 30.

Code Section 162(m)

Code Section 162(m) places a limit of Jon E.M. Jacoby, Theodore M. Wright and William T. Trawick. Mr. Jacoby is serving$1,000,000 per person on the committeeamount we may deduct in accordance withany one year for compensation paid to its CEO and the applicable NASD exemptions,next three highest compensated officers (other than the Chief Financial Officer). Compensation is exempt from this per-person limit and Messrs. Wright and Trawick are independent directors.

The board ortherefore deductible for tax purposes (even if the $1,000,000 is exceeded) if the compensation committee has discretion in determiningpaid to any of these individuals satisfies the terms, restrictions and conditions of each award grantedfor “qualified performance-based compensation” set forth under the plan. The board or the compensation committee is permitted, in its discretion, to change and/or rescind the terms of any award granted under the plan as long as such change or rescission does not adversely affect the rightsCode Section 162(m). One of the award recipient as stated in the applicable award agreement.

Amendment

The plan may be amended or terminated by the board or the compensation committee at any time. However, an amendment that would impair the rights of a recipient of any outstanding award will not be valid with respect to such award without the recipient’s consent. In addition, our stockholders must approve any amendment to increase the number of authorized shares under the plan, to change employees eligible to participate in the plan, to change the manner in which options are issued or exercised, to extend the term of the plan or to adopt any amendment whichconditions requires stockholder approval under NASD rules.

Proposed Amendment to the Plan

We proposed to amend the plan as follows:

Section 5(a) of the plan will be amended and restated to read as follows:

“(a) This Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws. Notwithstanding the foregoing, the Chief Executive Officermaterial terms of the Company shall have the ability to grant Options to non-executive officersperformance goals of the Company under guidelines or formulae approved or adopted by the Committee.”

Section 6(a) of the plan will be amended and restated to read as follows:

“(a) Options may be granted only to Employees. The maximum number of Shares with respect to which Options may be granted during a specified period to any single Employee is 2,559,767.”

The remaining provisions of the plan will remain the same and in full force and effect.

Purpose of the Amendment

One of the purposes of the proposed amendment to the plan is to ensure that compensation related to stock options granted under the plan is considered performance-based compensation that is excluded from the $1 million deduction limit of Section 162(m) of the Internal Revenue Code and therefore remains fully deductible. Section 162(m) requires that (i) the grant must be made by the compensation committee; (ii) the plan under which the option is granted statescompensation will be paid.

For purposes of Code Section 162(m), the maximum number of shares with respect to which options may be granted during a specified period (usually a fiscal year or a calendar year) to any employee; and (iii) under thematerial terms of the option,performance goals include: (i) the employees eligible to receive compensation under the plan, (ii) a description of the business criteria on which the performance goal is based, and (iii) either the maximum amount of compensation that can be paid to a covered employee under the performance goal or the formula used to calculate the amount of compensation that could be paid if the employee could receiveperformance goal is based solely on an increasesatisfied.

The Award Agreement will not become effective unless stockholder approval is obtained. However, if the stockholders do not approve the Award Agreement, Mr. Wright may still be entitled to such performance-based compensation, but the company may not be entitled to deduct, for federal income tax purposes, all compensatory payments to Mr. Wright.

Nothing in the value of the stock after the date of grant.

The other purpose of the amendment to the plan is to make the administration of the plan more efficient, which will further promote our ability to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees and to promote the success of the Company’s business. Accordingly,following proposal precludes the board of directors unanimously determined to propose to the stockholders the inclusionor its Compensation Committee from making any payment or granting awards that do not qualify for tax deductibility under Code Section 162(m).

Summary of a maximum number of shares with respect to which options may be granted during a specified period to any single employee, and to grant authority to the chief executive officer to grant options to non-executive officers.

Tax Effects of Participation in the PlanProposed Award Agreement

The following is a brief summary of certain federal income tax consequences arisingthe material terms of the Award Agreement. This summary is qualified in its entirety by the full text of the Award Agreement, which is attached as Appendix A to this proxy statement.

The Award Agreement provides that Mr. Wright will be eligible to receive a cash bonus following the close of the 2013 fiscal year and each fiscal year thereafter for which Mr. Wright continues his employment with the company (each such fiscal year, a “Performance Period”).

Within ninety (90) days after the commencement of each Performance Period, the Compensation Committee will establish, in writing, the objective formula for determining the cash bonus for such performance period. The Compensation Committee will use one or more of the following performance measures for this purpose (applied with respect to options granted under the plan. This summary is not intendedcompany or any affiliate or division of the company, as determined by the Compensation Committee): (a) total revenues or any component thereof; (b) operating income, pre- or after-tax income, EBITA, EBITDA or net income; (c) cash flow, free cash flow or net cash from operations; (d) earnings per share; (e) value of the company’s stock or total return to be exhaustivestockholders; and (f) any combination of any or all of the foregoing criteria, in each case on an absolute or relative basis.

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Following the close of each Performance Period, the Compensation Committee will determine whether the applicable performance measures have been attained and the exact tax consequencesamount of the cash bonus, if any, payable to Mr. Wright. Such amount will be paid to Mr. Wright within thirty days of this determination.

Under no circumstances will the participant will depend on various factors and his or her particular circumstances. This summary is based on present laws, regulations and interpretations and does not purport to be a complete description of federal tax consequences. This summary of federal tax consequences may change in the event of a change in the Internal Revenue Code or regulations thereunder or interpretations thereof. We urge participants to consult with a tax advisorcash bonus payable Mr. Wright with respect to any state, local and foreign tax considerations or particular federal tax implications of options granted under the plan priorPerformance Period exceed $1,920,000. No bonus will be payable to taking action with respect to an option. The planMr. Wright for a Performance Period if Mr. Wright is not intended to be a “qualified plan” under Section 401(a)employed by the company on the last day of such performance period.

Purpose of the Internal Revenue Code.Agreement

Mr. Wright is in a position to have a significant impact on the performance of the company. The Award Agreement is intended provide the appropriate level of incentive compensation to Mr. Wright, as determined annually by the Compensation Committee, and to preserve the deductibility of such payments, if and when made to Mr. Wright, for federal income tax purposes.

WithholdingNew Plan Benefits

We may deduct from all amounts paid by usBecause it is within the discretion of the Compensation Committee to determine the participants in cash or other form, any federal, state, or local taxes required by law to be withheld with respect to such payments. The participant receiving shares of common stock issued under the plan upon the exercise of options will be required to pay usperformance targets and the amount of any taxes which we are requiredannual bonus payable to withhold with respectMr. Wright under the Award Agreement, it is not presently possible to such sharesdetermine the future amounts of common stock.

Incentive Stock Options

The grant or exercise of an incentive stock option will not result in ordinary taxable income to the participant or a tax deduction for us. However, when the option is exercised, the difference between the exercise price and the fair market value of the stock on the date of exercise will be considered income for the purposes of the alternative minimum tax. Accordingly, the exercise of an incentive stock option may result in an alternative minimum tax liability.

Shares acquiredpayments, if any, payable pursuant to the exerciseAward Agreement.

Other Compensation

The Award Agreement is not exclusive. The company may pay other bonuses and other compensation to Mr. Wright under authority of an incentive stock option ordinarily receive capital gainthe board of directors and applicable law. If the Award Agreement is not approved by shareholders, the company currently contemplates that any cash bonus payable to Mr. Wright in respect of the 2013 fiscal year would be discretionary. Any such bonus then paid would not be deductible under Code Section 162(m) to the extent that (when combined with other non-exempt compensation paid) it exceeds the $1,000,000 limit on non-exempt compensation.

We Recommend That You Vote For

The Incentive Compensation Award Plan Agreement for

Theodore M. Wright, our Chief Executive Officer

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PROPOSAL FOUR:

RATIFICATION OF THE SELECTION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP served as our independent registered public accounting firm for the fiscal year ended January 31, 2012. The Audit Committee of the board of directors has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2013. Our board of directors has further directed that we submit the selection of our independent registered public accounting firm for ratification by the stockholders at the 2012 annual meeting. Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our Bylaws or loss treatment on their saleotherwise. However, the board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. The Audit Committee believes it to be in the best interests of our stockholders to retain Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2013. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or other disposition. However,not to retain Ernst & Young LLP. Even if the holder disposesselection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent public accounting firm at any time during the shares acquiredyear if they determine that such a change would be in our best interests and those of our stockholders. The Audit Committee annually reviews the performance of our independent public accountants and the fees charged for their services. The Audit Committee anticipates, from time to time, obtaining competitive proposals from other independent public accounting firms for our annual audit. Based upon the exerciseAudit Committee’s analysis of an incentive stock option within two years after the date of grant or one

year after the date of exercise (a “disqualifying disposition”), the holder will generally recognize ordinary income in the amount of the excess of the fair market value of the shares on the date the option was exercised over the exercise price, andthis information, we will be entitleddetermine which independent public accounting firms to a corresponding tax deduction, provided we comply with applicable income tax reporting requirements. Any excessengage to perform our annual audit each year. Representatives of Ernst & Young LLP will attend the amount realized by the holder on the disqualifying disposition over the fair market value2012 annual meeting of the shares on the date of exercise of the option will generally be a capital gain.

If an option is exercised through the use of shares previously owned by the holder, such exercise generally will not be considered a taxable disposition of the previously owned sharesstockholders and thus no gain or loss will be recognized with respectavailable to those shares upon such exercise.

Non-qualified Stock Options

Some of the options granted under the plan may be non-qualified stock options, that is, options not intendedrespond to be incentive stock options within the meaning of Section 422 of the Internal Revenue Code.

There are no tax consequences to the participant or us by reason of the grant of a non-qualified stock option. Upon exercise of a non-qualified stock option, the participant normally will recognize taxable ordinary income equal to the excess, if any, of the stock’s fair market value on the date the non-qualified stock option is exercised over the exercise price of the option. Upon disposition of the stock, the participant will recognize a gain or loss equal to the difference between the amount realized as a result of the sale and the sum of the exercise price plus any amount recognized as ordinary income when the non-qualified stock option was exercised or, if later, when the shares subject to the non-qualified stock option are no longer subject to a substantial risk of forfeiture. Such gain or loss will be long-term or short-term depending on whether the stock was held for more than the applicable capital gains holding period.

If we comply with applicable income reporting requirements, we will be entitled to a federal income tax deduction in the same amount and at the same time as the participant recognizes ordinary income, subject to any deduction limitation under Section 162(m) of the Internal Revenue Code, which is discussed below.

Section 162(m)

Section 162(m) of the Internal Revenue Code generally disallows a public company’s tax deduction for compensation paid in excess of $1 million in any tax year to its chief executive officer, or the individual acting in that capacity, and the four most highly compensated executives. However, compensation that qualifies as “performance-based compensation” is excluded from this $1 million deduction limit and therefore remains fully deductible by the company that pays it. We intend that options granted (i) with an exercise price at least equal to 100% of the fair market value of the underlying shares of common stock at the date of grant and (ii) to employees the compensation committee expects to be named executive officers at the time a deduction arises in connection with these options, qualify as “performance-based compensation” so these options will not be subject to the Section 162(m) deduction limitations.

Options Granted Under the Amended and Restated 2003 Incentive Stock Option Plan

As of January 31, 2004, the closing sale price of our common stock was $16.00 per share, as reported by Nasdaq. The following table sets forth information with respect to options granted to the listed persons and groups under the plan through January 31, 2004.

Name and Principal Position		Number Of Shares Underlying Options		Grant Date		Exercise Price			Expiration Date
Thomas J. Frank, Sr., Chairman of the Board and Chief Executive Officer		56,500		11/25/03		$	14.00		11/24/13
William C. Nylin, Jr., President and Chief Operating Officer		56,500 28,070		11/25/03 7/15/01		$	14.00 8.21		11/24/03 7/14/11
C. William Frank, Executive Vice President and Chief Financial Officer		48,500 29,680 70,000		11/25/03 7/15/01 7/28/00		$	14.00 8.21 8.21		11/24/13 7/14/11 7/27/10
David W. Trahan, Senior Vice President-Merchandising		8,000		11/25/03		$	14.00		11/24/13
Walter M. Broussard, Senior Vice President-Store Operations		8,000 45,500		11/25/03 1/25/01		$	14.00 8.21		11/24/03 1/24/11
All Current Executive Officers, as a Group (8 persons)		220,000 204,750 94,500 119,000		11/25/03 7/15/01 1/25/01 7/28/00		$	14.00 8.21 8.21 8.21		11/24/13 7/14/11 1/27/10 7/27/10
All Current Directors Who Are Not Executive Officers, as a Group (6 persons)		240,000		11/25/03		$	14.00		11/24/13
All Employees, Including All Current Officers Who Are Not Executive Officers, as a Group (52 persons)		149,000 244,140 297,500 199,500		11/25/03 7/15/01 1/25/01 7/28/00		$	14.00 8.21 8.21 8.21		11/24/13 7/14/11 1/27/10 7/27/10

Equity Compensation Plan Information Prior to Stockholder Approval of the Amendment to the Plan

The following table provides information about our common stockappropriate questions that may be issued uponasked by stockholders. These representatives will also have an opportunity to make a statement at the exercise of options under all of our existing equity compensation plans as of January 31, 2004.

Mr. Jacoby is 66 years old.

brings to our board of directors expertise in investment and financial analysis through his career and other board experience. His experience in investment valuation and analysis makes him a valuable resource to our board of directors. Additionally, Mr. Jacoby’s relationship with holders of a large number of our company’s shares of stock helps the board of directors to have more direct insight into how its decisions impact our stockholders.

Bob L. Martinhas served as a director since September 2003. Mr. Martin was elected as an Operating Partner of The Stephens Group LLC, a family-owned investment company in March, 2012. He was previously a consultant to that entity. Mr. Martin has over 3134 years of retailing and merchandising experience. Prior to retiring from the retail industry in 1999, he headed the international operations of Wal-Mart International, Inc. for 15 years. From 1968 to 1983 Mr. Martin was responsible for technology services for Dillard’s, Inc. HeDuring the previous five years, Mr. Martin served as a director of Dillard’s, Inc. until 2006, and also served as director of Sabre Holdings Corporation, Furniture Brands International and Guitar Center, Incorporated. Mr. Martin currently serves on the board of directors of Dillard’s, Inc., Gap, Inc., Sabre Holdings Corporation and Edgewater Technology, Inc. He has experience as chairman of the corporate governance committee and compensation committee, and has been a member of the audit committee of publicly held companies. Mr. Martin attended South Texas University and holds an honorary doctorate degree from Southwest Baptist University.