UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (Amendment No.    )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

HARRIS INTERACTIVE INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

60 Corporate Woods

Rochester, New York 14623

Dear Stockholder:

You are cordially invited to attend the 2012 Annual Meeting of Stockholders of Harris Interactive Inc., which will be held on Tuesday, October 30, 2012, at 599 Lexington Avenue (at 53rd Street), 22^nd Floor, New York, New York at 5:30 p.m. (local time).

At the Annual Meeting you will be asked to elect one director to our Board of Directors and ratify the selection of our independent registered public accounting firm.

On the following pages, you will find the formal Notice of Annual Meeting and our Proxy Statement. Included with our Proxy Statement is a copy of our Annual Report on Form 10-K for our fiscal year ended June 30, 2012. We encourage you to read the Proxy Statement as well as our Form 10-K. These documents will provide you with information about our management, operations, markets, and services, as well as our audited financial statements.

Whether or not you plan to attend the Annual Meeting, please register your vote as soon as possible to ensure that your shares of Harris Interactive common stock will be represented at the Annual Meeting. We encourage you to take advantage of the option to vote by telephone or the Internet. If you prefer, you may complete, sign, date and return the accompanying proxy card in the enclosed postage paid envelope.

We hope that many of you will be able to attend the Annual Meeting in person. We look forward to seeing you there.

Notice of Annual Meeting of Stockholders to Be Held October 30, 2012

To Our Stockholders:

You are cordially invited to attend the 2012 Annual Meeting of Stockholders of Harris Interactive Inc., which will be held at 599 Lexington Avenue (at 53rd Street), 22^nd Floor, New York, New York at 5:30 p.m. (local time), for the following purposes:

1. To elect one (1) Class I director to the Board of Directors to hold office for a three year term or until his successor is duly appointed and qualified;

2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2013; and

3. To act upon such other business as may properly come before the meeting or any adjournment thereof.

A copy of our Annual Report on Form 10-K for our fiscal year ended June 30, 2012 is enclosed with this Notice of Annual Meeting and attached Proxy Statement. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder of record for any purpose germane to the Annual Meeting during ordinary business hours at our offices at 60 Corporate Woods, Rochester, New York 14623. The list also will be available at the Annual Meeting.

By Order of the Board of Directors,

MARC H. LEVIN

Chief Operating Officer, Chief Administrative Officer, General Counsel and Corporate Secretary

September 26, 2012

Rochester, New York

IMPORTANT: To assure that your shares are represented at the Annual Meeting, you must complete your proxy as soon as possible. You may vote your shares by telephone at 1-800-690-6903 or via the Internet at www.proxyvote.com by following the enclosed instruction form. If you prefer, you may fill in, date, sign and promptly mail the enclosed proxy card in the accompanying postage paid envelope. If you attend the Annual Meeting, you may choose to vote in person even if you have previously sent in your proxy card.

Stockholders should read the entire Proxy Statement carefully prior to returning their proxies.

TABLE OF CONTENTS

60 Corporate Woods

Rochester, New York 14623

PROXY STATEMENT

September 26, 2012

FOR ANNUAL MEETING OF STOCKHOLDERS OF HARRIS INTERACTIVE INC.

To Be Held October 30, 2012

The accompanying proxy is solicited by the Board of Directors (the “Board”) of Harris Interactive Inc. (“Harris Interactive”, the “Company”, “we” or “us”) for use at the 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”) to be held on Tuesday, October 30, 2012, at 5:30 p.m. (local time) or any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting. The 2012 Annual Meeting will be held at 599 Lexington Avenue (at 53rd Street), 22^nd Floor, New York, New York. The date of this Proxy Statement is September 26, 2012. The approximate date on which this Proxy Statement and the accompanying form of proxy were first sent or given to stockholders is September 28, 2012.

GENERAL INFORMATION

Record Date; Voting Securities

Only stockholders of record at the close of business on September 10, 2012 are entitled to vote their shares of Harris Interactive common stock at the 2012 Annual Meeting and any adjournment thereof. As of September 10, 2012, there were 57,338,070 shares of Harris Interactive common stock issued and outstanding. Each holder of shares of common stock is entitled to one vote for each share of common stock held. Stockholders may vote in person or by proxy.

Voting Your Proxy

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you intend to attend the 2012 Annual Meeting in person. You may grant a proxy to vote your shares via the Internet, telephone, or mail as more fully described below:

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If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the recommendations of the Board FOR:

If any other business properly comes before the stockholders for a vote at the 2012 Annual Meeting, your shares will be voted by the proxy holders in accordance with the recommendation of the Board, or, in the absence of any such recommendation, in accordance with their best judgment. Such persons also have discretionary authority to vote to adjourn the 2012 Annual Meeting.

Revoking Your Proxy

You may revoke your proxy at any time before it is exercised by:

Quorum

A majority of the shares of Harris Interactive common stock entitled to vote must be present either in person or by proxy at the 2012 Annual Meeting before any business may be conducted.

Tabulation of Abstentions and Broker Non-Votes

Abstentions and broker non-votes will be included in the number of shares present for purposes of determining whether a quorum is present at the 2012 Annual Meeting. Abstentions also will be counted as shares “present” and “entitled to vote”. A broker non-vote occurs when a broker has not received voting instructions from the beneficial owner of the shares and the broker does not have the authority to vote the shares because the proposal is non-routine. Broker non-votes are not counted as shares “entitled to vote” with respect to proposals over which they do not have discretionary authority. Therefore, while broker non-votes are considered “present” for purposes of determining whether there is a quorum, they are not considered “present” for purposes of determining the majority of shares at the meeting and entitled to vote on a particular action.

Shares Held in Street Name

If your shares are held in a brokerage account or by another nominee, you are considered the “beneficial owner” of those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares, and your broker or nominee is required to vote your shares in accordance with your instructions. If you do not give instructions to your broker or nominee, then your broker or nominee will be entitled to vote your shares in its discretion as to the election of a Class I director (Proposal 1) and ratification of the selection of our independent registered public accounting firm (Proposal 2).

As the beneficial owner of shares, you are invited to attend the 2012 Annual Meeting. Please note, however, that if you are a beneficial owner, you may not vote your shares in person at the 2012 Annual Meeting unless you obtain a “legal proxy” from your broker or nominee that holds your shares.

Electronic Delivery

We can reduce our expenses if you elect to receive your annual reports and proxy materials via the Internet. If you request, you can receive email notifications when these documents are available electronically on the Internet. You may sign up for this service at www.proxyvote.com.

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Copies of our Annual Report on Form 10-K for our fiscal year ended June 30, 2012 and the proxy materials can be accessed via the Internet at https://materials.proxyvote.com/414549.

Householding

Unless we have received contrary instructions, we send a single copy of the annual report, proxy statement, notice of annual or special meeting, and notice of Internet availability of proxy materials to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding”, reduces the volume of duplicate information received at your household and helps us reduce our expense. We will deliver promptly, upon written or oral request, a separate copy of the annual report, proxy statement, notice of annual or special meeting, and/or notice of Internet availability of proxy materials to any stockholder sharing an address to which a single copy of the documents was delivered. You may request such separate copies, or request that separate copies of the annual report, proxy statement, notice of annual or special meeting, and/or notice of Internet availability of proxy materials be delivered in the future, by (i) sending written notice to: Harris Interactive Inc., Attention: Corporate Secretary, 60 Corporate Woods, Rochester, New York 14623, (ii) sending written notice to Broadridge Financial Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or (iii) calling (800) 542-1061. Stockholders sharing an address can request delivery of a single copy of the annual report, proxy statement, notice of annual or special meeting, and/or notice of Internet availability of proxy materials if they are receiving multiple copies by notice to the same address or calling the same telephone number.

Solicitation of Proxies

We will bear all costs of this proxy solicitation. In addition to soliciting stockholders by mail, we will request banks and brokers, other custodians, nominees, and fiduciaries to solicit their customers who have shares of Harris Interactive common stock registered in their names and will reimburse them for their reasonable, out-of-pocket costs. We may use the services of our officers, directors, and regular employees to solicit proxies, personally or by telephone, facsimile or electronic mail, without additional compensation.

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STOCK OWNERSHIP AND REPORTING

Certain Beneficial Owners

The following table sets forth information regarding the beneficial ownership of Harris Interactive common stock as of September 10, 2012 by each person who, or entity that, is known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s common stock. This table is based on information provided to us or filed with the Securities and Exchange Commission (“SEC”) by our principal stockholders.

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Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of Harris Interactive common stock as of September 10, 2012 by (i) each director and director-nominee, (ii) the Chief Executive Officer, Chief Financial Officer, and each other executive officer named in the “Summary Compensation Table” below, and (iii) all directors and executive officers as a group. All shares are subject to the named person’s sole voting and investment power except where otherwise indicated. This table is based on information provided to us or filed with the SEC by our directors, director-nominees, and executive officers.

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Equity Compensation Plan Table

The following table provides information as of June 30, 2012 with respect to shares of common stock that may be issued under the terms of the Company’s equity compensation plans, including the Company’s 2007 Long-Term Incentive Plan (the “Incentive Plan”) and the Company’s 2007 Employee Stock Purchase Plan, as amended (the “ESPP”):

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and related SEC regulations, require the Company’s directors and executive officers, and persons who

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own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership of those securities with the SEC, and to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of these reports received by us and representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that all such filing requirements were complied with during the fiscal year ended June 30, 2012.

CORPORATE GOVERNANCE

Directors and Committee Membership

The current members of the Board and each of its standing Committees are set forth in the following table. The standing Committees of the Board include an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee.

Director Independence

The Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”), which are posted at the “Investor Relations” — “Corporate Governance” — “Corporate Governance Guidelines” section of the Company’s website located at www.harrisinteractive.com. The Governance Guidelines require that independent directors constitute a substantial majority of the Board, and that all members of the Audit, Compensation, and Nominating and Governance Committees be independent. The Governance Guidelines provide that a director is independent when the director is free from any relationship that would interfere with his or her exercise of independent business judgment, and who is “independent” under the standards for independence of the Nasdaq Stock Exchange and applicable law.

The Nominating and Governance Committee, based upon its review of responses to questionnaires inquiring about transactions, relationships and arrangements of directors and family members with the Company, recommended to the Board, and the Board determined, that all of the directors currently serving are independent under the Governance Guidelines and as defined under Nasdaq Rule 5605(a)(2). Directors found to be independent are designated as such in the “Directors and Committee Membership” table above.

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All members of the Audit, Compensation, and Nominating and Governance Committees are among the directors found by the Board to be independent. In addition, the requirements for independence contained in Nasdaq Rule 5605(c)(2) require that members of the Audit Committee meet the criteria for independence set forth in Rule 10A-3(b)(1) promulgated by the SEC. The Board has determined that all members of the Audit Committee meet these criteria. The Board also has found that all members of the Compensation Committee fall within the “outside director” standard for purposes of Rule 162(m) of the Internal Revenue Code of 1986, as amended (the “IRC”).

The nominee for election at the 2012 Annual Meeting is independent.

Board and Committee Meetings

The Board held a total of twelve meetings during the fiscal year ended June 30, 2012, and took six actions by written consent. The independent directors, identified above, met separately in executive session in accordance with Nasdaq Rule 5605(b)(2) five times during fiscal 2012. The number of meetings held by each Committee is identified in the “Directors and Committee Membership” table above. During the fiscal year ended June 30, 2012 all directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board (held during the periods for which they respectively served as a director) and (ii) the total number of meetings held by all Committees of the Board on which they served (held during the periods that they respectively served).

Director Attendance at Annual Meetings

The Board has adopted a policy requiring that directors attend each annual meeting of stockholders absent compelling circumstances preventing such attendance. All directors standing for election or continuing, and then serving, attended the 2011 Annual Meeting of Stockholders.

Committees of the Board

Audit Committee

Membership

The current members of the Audit Committee are identified in the “Directors and Committee Membership” table above. The Board has determined that each member of the Audit Committee is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC.

Scope and Authority

The Audit Committee of the Board (a) monitors the integrity of the accounting policies, financial reporting, and disclosure practices of the Company, (b) reviews the results of the Company’s quarterly and annual financial statements and annual audit and recommends to the Board approval of their inclusion in the Company’s quarterly and annual reports, (c) appoints and monitors the independence and performance of the Company’s independent registered public accounting firm, (d) approves the compensation of the independent registered public accounting firm and approves in advance all permitted non-audit services to be provided by the Company’s independent registered public accounting firm, (e) meets with the Company’s independent registered public accounting firm to review the Company’s critical accounting policies, internal controls, and financial management practices, (f) monitors the processes established and maintained by management in order for management to assure that an adequate system of internal accounting and financial control is functioning within the Company, (g) monitors the processes established and maintained by management in order for management to assure corporate compliance with legal and regulatory requirements, and (h) monitors the processes established and maintained by management for measuring, managing, and monitoring areas of enterprise risk designated by the Board. This Committee also receives, reviews, and takes action with respect to any complaints received by the Company regarding accounting, internal accounting controls, and auditing matters.

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Audit Committee Charter

The Audit Committee operates under a written charter adopted by the Board. A copy of the Company’s Audit Committee Charter is available at the “Investor Relations” — “Corporate Governance” — “Audit Committee Charter” section of the Company’s website located at www.harrisinteractive.com. In May 2012, the Audit Committee conducted a review of its compliance with the Audit Committee Charter and determined that it has operated in compliance with the Charter’s provisions.

Audit Committee’s Role in Connection with the Financial Statements and Controls of the Company

Management of the Company has primary responsibility for the Company’s financial statements and internal control over financial reporting. The Company’s independent registered public accounting firm has responsibility for the audit of the Company’s financial statements. The responsibility of the Audit Committee is to oversee financial and control matters, among its other duties as specified in the Audit Committee Charter. The Audit Committee is responsible for retention and approval of compensation of the independent registered public accounting firm, and pre-approval of the permitted non-audit services to be provided by such firm. The Audit Committee meets regularly with the independent registered public accounting firm, without the presence of management, to ensure candid and constructive discussions about the Company’s compliance with accounting standards and best practices among public companies comparable in size and scope to Harris Interactive. The Audit Committee also reviews with management and the independent registered public accounting firm material developments in accounting that may be pertinent to the Company’s financial reporting practices.

Conduct of Audit Committee Meetings

The Audit Committee met with representatives of PricewaterhouseCoopers, LLP (“PwC”), the Company’s independent registered public accounting firm, at each of its quarterly meetings during the fiscal year ended June 30, 2012. The Audit Committee’s agenda for each meeting was established by its chairperson and the Company’s Chief Financial Officer at the time. The meetings were designed to facilitate and encourage communication among members of the Audit Committee and management.

At these meetings, the Audit Committee reviewed and discussed various financial and regulatory issues, and received a summary of any complaints received through the Company’s anonymous complaint procedure with respect to internal accounting controls or auditing matters. The Audit Committee, from time to time, also reviewed and discussed reports regarding internal audit matters, reviewed policies and procedures, including among others the Company’s Internal Disclosure Controls Procedures and the Policy and Procedures with Respect to Related Party Transactions, and held separate executive sessions with representatives of PwC, and the Company’s Chief Executive Officer, Chief Financial Officer, and General Counsel. Executive sessions included candid discussions of financial management, accounting, internal controls, and legal and compliance issues. Additionally, the Audit Committee’s chairperson periodically held separate discussions with representatives of PwC, and the Company’s Chief Executive Officer, Chief Financial Officer, and General Counsel.

Committee Review of Periodic Reports

The Audit Committee reviewed each of the Company’s quarterly and annual reports, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained therein, at each of its quarterly meetings during the fiscal year ended June 30, 2012. As part of this review, the Audit Committee discussed the reports with the Company’s management and considered the required communications prepared by the independent registered public accounting firm about the Company’s quarterly and annual reports. The Audit Committee also considered related matters such as the quality and appropriateness, not just the acceptability, of the Company’s accounting principles, alternative methods of accounting under U.S. generally accepted accounting principles (“GAAP”), and the preferences of the independent registered public accounting firm in this regard, the Company’s critical accounting policies, and the clarity and completeness of the Company’s financial and other disclosures.

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Audit Committee’s Role in Connection with the Company’s Report on Internal Controls

The Audit Committee reviewed management’s report on internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and related rules. As part of this review, the Audit Committee reviewed the basis for management’s conclusions in that report. Throughout fiscal 2012, the Audit Committee reviewed the results of management’s plan for documenting and testing controls, any deficiencies discovered, and the resulting remediation of any such deficiencies.

Review and Discussions with Independent Registered Public Accounting Firm

In its meetings with representatives of PwC, the Audit Committee asked the independent registered public accounting firm to address and discuss their responses to several questions that the Audit Committee believed were particularly relevant to its oversight. These questions included:

The Audit Committee also has discussed with PwC that PwC is retained by the Audit Committee and therefore, must raise any concerns about the Company’s financial reporting and procedures directly with the Audit Committee. Based on these discussions, its discussions with management, and its review of applicable periodic reports and financial statements, the Audit Committee believes it has a reasonable basis for its oversight judgments and for recommending that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

Compensation Committee

Membership

The current members of the Compensation Committee are identified in the “Directors and Committee Membership” table above.

Scope and Authority

The Compensation Committee (a) reviews and recommends compensation and benefits of the Chief Executive Officer for approval by the independent directors of the Company, (b) reviews and approves compensation and benefits for all other executive officers of the Company, and (c) establishes and reviews general policies relating to compensation and benefits for the Company’s employees. The Compensation Committee also recommends, for approval by the Board, compensation of non-employee directors. The Compensation Committee reviews and approves the incentive cash bonus plans of the Company and grants under the Incentive Plan.

Charter

The Compensation Committee has adopted a written charter, a copy of which is posted at the “Investor Relations” — “Corporate Governance” — “Compensation Committee Charter” section of the Company’s website located at www.harrisinteractive.com.

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Compensation Committee Interlocks and Insider Participation

None of the current members of the Compensation Committee (identified in the “Directors and Committee Membership” table above) is or has been an officer or employee of Harris Interactive or any of its subsidiaries. No interlocking relationship, as described in SEC Regulation S-K Item 407(e)(4), existed during the last completed fiscal year between the Board or Compensation Committee and the board of directors or compensation committee of any other company.

Procedures for Determination of Compensation

The Compensation Committee oversees the design, development and implementation of the compensation for the Company’s non-employee directors, Chief Executive Officer, and other executive officers.

For directors, the Compensation Committee reviews information from various sources, including, among others, the annual director compensation survey published by the National Association of Corporate Directors, the Company’s financial performance, and the scope of activity of the Board and its respective Committees and, based upon that review, the Compensation Committee recommends cash and/or equity compensation for directors to the full Board for final approval.

The process used for determination of compensation for the Company’s executive officers, including the Chief Executive Officer, is described below under “Compensation Discussion and Analysis — Role of Compensation Committee and Chief Executive Officer; Procedures for Determination of Compensation”.

Role of Compensation Consultants

The role of consultants in the determination of compensation is discussed below under “Compensation Discussion and Analysis — Role of Compensation Consultants”.

Nominating and Governance Committee

Membership

The current members of the Nominating and Governance Committee are identified in the “Directors and Committee Membership” table above.

Scope and Authority

The Nominating and Governance Committee (a) makes recommendations to the Board regarding the overall structure, size and composition of the Board, (b) selects director nominees for approval at the annual meeting of the Company’s stockholders, (c) makes recommendations to the Board regarding Committees of the Board and membership on those Committees, (d) oversees matters related to succession planning for the office of the Chief Executive Officer, and (e) oversees matters related to the governance of the Company.

Charter

The Nominating and Governance Committee has adopted a written charter, a copy of which is posted at the “Investor Relations” — “Corporate Governance” — “Nominating and Governance Committee Charter” section of the Company’s website located at www.harrisinteractive.com.

Director Nomination Process

The Nominating and Governance Committee believes that any nominee recommended by the Committee for a position on the Board must have personal character and integrity, must have sound judgment, must be willing to commit the time required for Board service, must have a commitment to representing the interests of all of the Company’s stockholders, must have experience relevant to the

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Company in one or more fields, and must have knowledge of corporate governance issues and practices. In considering candidates for the Board, the Nominating and Governance Committee requires that independent directors, as defined under Nasdaq Rule 5605(a)(2), comprise a substantial majority of the Board. The Committee also requires that at least three of such independent directors must qualify as independent under SEC Rule 10A-3(b)(1) and also satisfy the financial literacy requirements for Audit Committee membership, and that at least one such member of the Audit Committee be a “financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC.

The Nominating and Governance Committee further believes that one or more, but not necessarily all, of the members of the Board should have:

Consistent with these criteria for potential director candidates, the Board values diversity of talents, skills, abilities and experiences, and believes that the diversity that exists on the Board provides significant benefits to the Company. Although there is no specific diversity policy, the Nominating and Governance Committee also may consider the diversity of its members and potential candidates in selecting new directors.

Procedures used by the Nominating and Governance Committee in identifying and evaluating candidates for election to the Board are posted at the “Investor Relations” — “Corporate Governance” — “Nominating and Governance Committee Nominating Procedures” section of the Company’s website located at www.harrisinteractive.com. The Committee believes that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body, while giving the Company the benefit of the familiarity and insight into the Company’s affairs that its directors have accumulated during their tenure. Accordingly, the process of the Committee for identifying nominees reflects the Committee’s practice of re-nominating incumbent directors who continue to satisfy the Committee’s criteria for membership on the Board, who the Committee believes continue to make important contributions to the Board, and who consent to continue their service on the Board. Consistent with this policy, in considering candidates for election at annual meetings of stockholders, the Committee will first determine the incumbent directors whose terms expire at the upcoming meeting and who wish to continue their service on the Board. The Committee will evaluate the qualifications and performance of the incumbent directors who desire to continue their service. In particular, as to each such incumbent director, the Committee will:

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The Committee will, absent special circumstances, propose the incumbent director for re-election if the incumbent consents to re-nomination and the Committee determines that the incumbent continues to be qualified, has satisfactorily performed his or her duties as director during the preceding term, and there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole, why in the Committee’s view the incumbent should not be re-nominated.

The Committee will identify and evaluate new candidates for election to the Board where there is no qualified and available incumbent, including for the purpose of filling vacancies arising by reason of the resignation, retirement, removal, death, or disability of an incumbent director, or if the directors decide to expand the size of the Board. The Committee will solicit recommendations for nominees from persons whom the Committee believes are likely to be familiar with qualified candidates. These persons may include members of the Board and management of the Company. The Committee also may determine to engage a professional search firm to assist in identifying qualified candidates. As to each recommended candidate that the Committee believes merits consideration, the Committee will:

The Committee may, in its discretion, solicit the views of the Chief Executive Officer, other members of the Company’s senior management, and other members of the Board regarding the qualifications and suitability of candidates to be nominated as directors. In addition, in its discretion, the Committee may designate one or more of its members to interview any proposed candidate. Based on all available information and relevant considerations, the Committee will select a candidate who, in the view of the Committee, is most suited for membership on the Board.

In making its selection, the Committee will evaluate candidates proposed by stockholders under criteria similar to the evaluation of other candidates, including among others the candidate’s agreement to comply with the Company’s Code of Ethics and the Company’s policies related to trading in the Company’s securities, director ownership of Company stock, and majority vote for directors. The Committee may consider, as one of the factors in its evaluation of stockholder recommended nominees, the size and duration of the interest of the recommending stockholder or stockholder group in the equity of the Company. The Committee also may consider the extent to which the recommending stockholder intends to continue holding its equity interest in the Company, including, in the case of nominees recommended for election at an annual meeting of stockholders, whether the recommending stockholder intends to continue holding its equity interest at least through the time of such annual meeting.

On February 29, 2012, at the recommendation of the Nominating & Governance Committee, the Board appointed Mr. Angrisani to the Board as Vice Chairman to fill an existing vacancy on the Board.

The Company did not pay any fee to a third party to identify, evaluate, or assist with the identification or evaluation of director nominees during fiscal 2012.

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Nominees for Election at the 2012 Annual Meeting

The Nominating and Governance Committee has nominated and recommended David Brodsky for election to the Board by the stockholders at the 2012 Annual Meeting.

Candidates Recommended by Stockholders

Stockholders may recommend qualified director candidates for consideration by the Nominating and Governance Committee using procedures posted at the “Investor Relations” — “Corporate Governance” — “Submissions by Security Holders of Nominations for the Board of Directors” section of the Company’s website located at www.harrisinteractive.com. The procedures generally require that the recommendation be submitted in writing by mail, courier, or personal delivery, addressed to: Chairman of the Nominating and Governance Committee of the Board of Directors, c/o Harris Interactive Inc., Corporate Secretary, 60 Corporate Woods, Rochester, New York 14623. The envelope should indicate that it contains a stockholder recommendation for director nomination. Submissions should be as required by the procedures and in general must include:

Nominating recommendations for an annual meeting of stockholders must be received by the Company at least 90 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual meeting of stockholders. The Nominating and Governance Committee will review and evaluate each candidate whom it believes merits serious consideration using the Nominating and Governance Committee Nominating Procedures described above.

In addition to recommending candidates to the Nominating and Governance Committee, a stockholder may directly nominate a director by giving written notice in proper written form to the Corporate Secretary pursuant to the Bylaws of the Company, which are posted at the “Investor Relations” — “Corporate Governance” — “Bylaws” section of the Company’s website located at www.harrisinteractive.com. To be timely, a stockholder’s notice to the Corporate Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than 90 calendar days nor more than 120 calendar days before the first anniversary of the date of the proxy statement for the prior annual meeting of stockholders. To be in proper written form, a stockholder’s

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notice to the Corporate Secretary must set forth as to each person whom the stockholder proposes to nominate for election as a director:

In addition, the notice must set forth as to the stockholder giving the notice:

Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

Stockholder Communications with the Board

The Company’s policy is to facilitate communications between stockholders and other interested parties and the Board. Stockholders wishing to communicate with the Board should follow the detailed procedures posted at the “Investor Relations” — “Corporate Governance” — “Procedure for Stockholder Communications with the Board of Directors” section of the Company’s website located at www.harrisinteractive.com. The procedures, as detailed on the website, provide for communications to be in writing and mailed to the Board of Directors, Harris Interactive Inc., c/o Corporate Secretary, 60 Corporate Woods, Rochester, New York 14623. The Board has adopted a separate procedure for communications regarding accounting, auditing, and financial reporting matters, which may be found at the “Investor Relations” — “Corporate Governance” — “Complaint Procedure for Accounting, Auditing, and Financial Reporting Matters” section of the Company’s website located at www.harrisinteractive.com.

Board Leadership Structure

Our Board leadership structure is currently comprised of (i) a Chairman of the Board, (ii) a Vice Chairman and Chief Executive Officer, (iii) a Lead Director, and (iv) a Chairman for each of our three standing Board committees: the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee.

The Board believes that the segregation of the roles of Chairman of the Board and Chief Executive Officer ensures better overall governance of the Company and provides meaningful checks and balances

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regarding its overall performance. This structure allows our Chief Executive Officer to focus on developing and implementing the Company’s business plans and supervising the Company’s day-to-day business operations, and allows our Chairman to lead the Board in its oversight and advisory roles. Because of the many responsibilities of the Board and the significant time and effort required by each of the Chairman and the Chief Executive Officer to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company’s prospects for success. The Board also believes that having separate positions provides a clear delineation of responsibilities for each position and fosters greater accountability of management. For the foregoing reasons, the Board has determined that its leadership structure is appropriate and in the best interests of the Company’s stockholders.

Board’s Role in Risk Oversight

The full Board oversees an enterprise-wide approach to risk management, designed to support the achievement of the Company’s strategic plans and objectives, improve long-term organizational performance, and enhance stockholder value. It is management’s responsibility to manage risks and bring to the Board’s attention material risks facing the Company.

The Board has overall responsibility for the oversight of the Company’s risk management process. The Board’s oversight responsibility includes monitoring the steps management is taking to manage material risks, and assessing management’s appetite for risk in the context of the Company’s operations and strategy. The Board carries out its oversight responsibility directly and through the delegation to its Committees of responsibilities related to the oversight of certain risks, as follows:

On a periodic basis, the Board and its Committees receive information and reports from management on material risks that the Company faces and how the Company is seeking to control the risks if and when appropriate, and each Committee makes periodic reports regarding risk oversight in its area of responsibility to the full Board.

Governance Guidelines

In September 2006, the Board adopted the Governance Guidelines, and reviews and makes appropriate adjustments, if any, to the Guidelines on an annual basis. The Governance Guidelines generally describe the respective roles and responsibilities of the Board and management, and the expectations of individual directors. The Governance Guidelines, among other matters:

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In addition, the Governance Guidelines establish a majority vote standard for directors, as described below.

Majority Vote Policy

The Board has adopted the following policy providing for resignation of a director upon receipt of a greater number of “Withhold” votes than “For” votes in an election of directors.

In an uncontested election of directors (i.e., an election where the only nominees are those recommended by the Board), any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will promptly tender his or her resignation to the Chairman of the Board following certification of the stockholder vote.

The Nominating and Governance Committee of the Board will promptly consider the resignation submitted by a director receiving a greater number of votes “withheld” than votes “for” his or her election, and will recommend to the Board whether to accept or reject the tendered resignation. In making its recommendation, the Nominating and Governance Committee may consider any factors or other information that it considers appropriate and relevant, including, without limitation, any known stated reasons why stockholders “withheld” votes for election from such director, the length of service and qualifications of the director, the director’s contributions to the Company, and this policy. The Board will act to accept or reject the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation and any other information and factors it deems relevant, within 90 days after the date of certification of the election results. Promptly after making its decision, the Board will publicly disclose, by a filing with the SEC, its decision regarding the tendered resignation and the rationale behind it.

Any director who tenders his or her resignation pursuant to this provision will not participate in the Nominating and Governance Committee recommendation or Board consideration as to whether or not to accept the tendered resignation.

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If one or more director resignations are accepted by the Board, the Nominating and Governance Committee will recommend to the Board whether to fill such vacancy or vacancies pursuant to the provisions of Article III, Section 5 of the Bylaws of the Company, or to reduce the size of the Board pursuant to the provisions of Article III, Section 1 of the Bylaws of the Company. If the Board determines to fill such vacancy or vacancies, the Nominating and Governance Committee will nominate a person or persons to fill such vacancy or vacancies for consideration by the Board.

If a director’s resignation is not accepted by the Board, such director will continue to serve until the expiration of his or her term, or his or her earlier resignation or removal.

AUDIT COMMITTEE REPORT

The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C promulgated by the SEC or the liabilities of Section 18 of the Securities Exchange Act, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act. The information contained in this Audit Committee Report shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Securities Exchange Act, except to the extent the Company specifically incorporates it by reference.

The Audit Committee has:

Based upon its review and discussion with management and PwC, the Company’s independent registered public accountants, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 for filing with the SEC.

Submitted by the Audit Committee of the Board:

Mr. Antoine G. Treuille (Chairman)

Mr. David Brodsky

Mr. Steven L. Fingerhood

Mr. Howard L. Shecter

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COMPENSATION COMMITTEE REPORT

The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C promulgated by the SEC or the liabilities of Section 18 of the Securities Exchange Act, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Securities Exchange Act. The information contained in this Compensation Committee Report shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Securities Exchange Act, except to the extent the Company specifically incorporates it by reference.

The Compensation Committee has reviewed and discussed the information set forth herein under “Corporate Governance — Committees of the Board — Compensation Committee” and “Compensation Discussion and Analysis” with the Company’s management, and, based upon such review and discussion, recommended to the Board that such information be included in this Proxy Statement.

Submitted by the Compensation Committee of the Board:

Mr. David Brodsky (Chairman)

Mr. Steven L. Fingerhood

Mr. Howard L. Shecter

Mr.  Antoine G. Treuille

COMPENSATION DISCUSSION AND ANALYSIS

Overview

Under the direction of the Compensation Committee, the Company has designed a compensation program for the NEOs (defined below under “Compensation of Directors and Executive Officers”) intended to balance the need to provide competitive compensation with accountability for performance. The program provides:

The Company’s compensation programs are designed to deliver competitive total compensation and provide flexibility to reward performance and to adjust for evolving business conditions. Generally, the Compensation Committee does not react to short-term changes in business performance in determining the mix of compensation elements. The Committee does not rely on the formulaic achievement of financial goals in awarding compensation except in certain portions of the Company’s cash bonus plans, and in certain awards of performance-based equity incentives.

The Company’s compensation programs contain features to mitigate excessive risk-taking, including among others the Company’s ability to recover certain amounts received by the NEOs in the event of accounting restatements due to material non-compliance of the Company with any financial reporting requirement, as described under “Compensation Discussion and Analysis — Management of Compensation-Related Risk”.

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Implementing the Compensation Committee’s Objectives

Overall Competitive Compensation Package

The Company’s compensation programs are designed to provide a competitive, guaranteed base salary, bonuses that reward both strong Company financial and individual performance, and equity incentives that are aligned with the long-term performance of the Company’s stock. In fiscal 2012, competitive compensation was primarily driven by the need to meet market conditions in the retention of key executive officers and to acknowledge the promotion of, and assumption of additional responsibilities by, the executive officers.

Individual factors affecting overall compensation for the NEOs include:

Mix of Types of Compensation

The Compensation Committee strives to achieve an appropriate mix between types of compensation in order to meet the Company’s objectives. Any apportionment goal is not applied rigidly and does not control compensation decisions. Rather, the Compensation Committee assesses an executive officer’s total compensation opportunities and whether the Company has provided the appropriate mix of incentives to remain competitive, take into account recent results, and motivate long-term performance. The Committee therefore balances compensation elements that provide a competitive base with those that provide pay for Company financial and individual performance and those that are aligned with long-term performance of the Company’s stock. The Compensation Committee may periodically engage outside professional firms to assist in understanding compensation levels in the broader marketplace, and will periodically assess this decision based on need and the Company’s financial situation. Additionally, although the Compensation Committee may consider peer group compensation levels as a reference point, its compensation decisions are based on the totality of all relevant facts and circumstances to be competitive in the marketplace, rather than a rigid, formulaic approach. In fiscal 2012, the Compensation Committee did not engage the services of a compensation consultant or benchmark compensation elements against a peer group.

The Compensation Committee applies a different mix of base salary and cash bonus compensation to different executive officer positions, and it reviews the mix each year.

The Compensation Committee seeks to align the interests of the NEOs with those of its stockholders by providing a significant portion of total compensation in the form of equity grants, generally through the Incentive Plan. The Compensation Committee also uses equity awards as incentives for the NEOs to continue employment with the Company over the longer term, and therefore such awards generally include multi-year vesting schedules. Further, the Compensation Committee grants performance-based equity awards to NEOs based upon the Committee’s belief that they provide additional linkage between executive compensation and longer term growth of the Company. In fiscal 2012, the Compensation Committee awarded equity incentives to the NEOs, as described under “Compensation Discussion and Analysis — Implementing the Compensation Committee’s Objectives — Equity Incentive Compensation — Aligning Compensation with Stockholder Value” and “Compensation of Directors and Executive Officers — Grants of Plan Based Awards in Fiscal 2012”.

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Base Salary — Remaining Competitive

Except for the Chief Executive Officer, base salary is part of each executive officer’s compensation package because the Compensation Committee believes that the Company must guarantee a fixed portion of cash compensation in order to remain competitive in recruiting and retaining executive officers.

Base salaries are established by taking into account the totality of all relevant facts and circumstances, including the level of responsibility and role of the individual NEO. Although the Compensation Committee takes account of the need to be competitive in the marketplace, the experience, talent and responsibilities of individual executive officers are the primary determinant of individual salaries. Adjustments are made on a subjective basis taking into account the executive officer’s performance. The Compensation Committee reviews base salaries annually, and in the interim if an NEO’s position or responsibilities changes, or it is otherwise necessary or appropriate. Salaries are not automatically increased on an annual basis if the Committee believes that a raise is not warranted by either individual or Company performance, or that other forms of compensation are more appropriate to further stated objectives.

Mr. Angrisani did not receive a base salary in fiscal 2012. Rather, his compensation consisted of equity-based compensation and performance-based cash bonuses. Similarly, in fiscal 2013, Mr. Angrisani will not receive a base salary. Mr. Angrisani is eligible to receive performance-based cash bonuses in fiscal 2013, and a portion of the equity-based compensation that was granted to him previously has the potential to vest during the fiscal year, subject to forfeiture and acceleration upon certain events. See “Compensation of Directors and Executive Officers — Employment Agreements with Named Executive Officers” and “— Outstanding Equity Awards at 2012 Fiscal Year End” below for further detail regarding Mr. Angrisani’s compensatory arrangement with the Company. In fiscal 2012, Angrisani Turnarounds, LLC (“Angrisani Turnarounds”), a company of which Mr. Angrisani serves as Chairman and Chief Executive Officer, received a monthly retainer from the Company for making Mr. Angrisani available to the Company as its Interim Chief Executive Officer. The Company terminated its arrangement with Angrisani Turnarounds when Mr. Angrisani became the President and Chief Executive Officer of the Company on February 29, 2012. See “Transactions with Related Persons” below for further detail regarding the Company’s prior arrangement with Angrisani Turnarounds.

In March 2012, the Company promoted Messrs. Narowski, Levin, de Vere and Myers, as follows: (a) Mr. Narowski was appointed Chief Financial Officer of the Company, while continuing to serve as Principal Accounting Officer and Global Controller of the Company; (b) Mr. Levin was appointed Chief Operating Officer of the Company, while continuing to serve as Chief Administrative Officer, General Counsel and Corporate Secretary of the Company; (c) Mr. de Vere was appointed Chief Executive Officer, U.S. Business Groups of the Company, while continuing to serve as President, U.S. Business Groups of the Company; and (d) Mr. Myers was appointed Chief Operating Officer, U.S. Business Groups of the Company. In connection with such appointments, the Compensation Committee approved (i) an increase in Mr. Narowski’s annual base salary from $183,000 to $250,000 and the discontinuance of his monthly bonus of $3,500 for serving as Interim Chief Financial Officer of the Company; (ii) an increase in Mr. Levin’s annual base salary from $275,000 to $325,000; (iii) an increase in Mr. de Vere’s annual base salary from $275,000 to $325,000; and (iv) an increase in Mr. Myers’ annual base salary from $230,000 to $250,000.

In September 2012, based on the recommendation of the Chief Executive Officer, the Compensation Committee approved an increase in Mr. Myers’ base salary from $250,000 to $275,000 in order to bring his base salary in line with his level of responsibility as Chief Operating Officer, U.S. Business Groups.

Cash Bonus Plans — Linking Compensation to Performance

The Company’s cash bonus plans are designed to directly link individual executive officers’ pay to Company, individual and, in some cases, specific business unit performance.

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The Compensation Committee establishes target bonus amounts, within contractual requirements related to minimum targets for the NEOs, on a subjective basis after a review of recommendations made by management, the number of participants in the Company’s bonus plans, the aggregate of target bonuses under those plans as a percentage of overall Company expense, the relationship of potential bonus payments to the amount of earnings retained for the benefit of stockholders, the relative roles and responsibilities of the participants covered by the bonus plans, the relative ability of the participants to impact overall Company performance, and the mix of other salary and equity incentive compensation for each participant. The target bonuses established for each of the NEOs in fiscal 2012 and 2013 are shown in the applicable tables below.

Under the corporate bonus plan, a fixed dollar pool is established for each fiscal year, with actual payouts increasing or decreasing based upon achievement of pre-set financial metrics. Actual payouts under the corporate bonus plan in each fiscal year are determined through targeted levels of achievement of specified metrics and management objectives. The metrics are intended to be those most closely linked to Company performance objectives over which the Compensation Committee believes the plan participants have the most direct control.

The fiscal 2012 corporate bonus plan (the “2012 Bonus Plan”) was designed to establish a pool of funds (the “2012 Bonus Pool”) to be available for making bonus payments to the NEOs as well as certain other employees. The funding level of the 2012 Bonus Pool was based on the Company’s performance relative to budgeted fiscal 2012 adjusted EBITDA (EBITDA with the add-back of non-cash stock-based compensation expense and restructuring and other charges), as approved by the Board in connection with establishing the Company’s fiscal 2012 annual budget (the “2012 Financial Target”). The percentage achievement of the 2012 Financial Target determined the extent to which the 2012 Bonus Plan was to be funded. Specifically, under the 2012 Bonus Plan, 100% of the 2012 Bonus Pool was to be funded if performance was equal to 168% of the 2012 Financial Target, and not funded at all if performance was less than 90% of the 2012 Financial Target. Between 90% and 168% performance, a sliding scale was to apply.

Under the 2012 Bonus Plan, individual metrics were established for each participant. Mr. Angrisani’s bonus opportunity under the 2012 Bonus Plan was based upon the Board’s evaluation of his performance, with emphasis in the Board’s discretion on individual management objectives including risk management, liquidity and profitability initiatives. Each of the NEOs had a bonus opportunity under the 2012 Bonus Plan based upon the following metrics and percentages:

Fiscal 2012 target bonuses under the 2012 Bonus Plan for each of the NEOs as compared to actual fiscal 2012 bonus payouts awarded by the Compensation Committee and, in the case of the

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Chief Executive Officer, the independent directors of the Board upon the recommendation of the Compensation Committee, based upon Company and individual performance compared with the respective applicable bonus plan metrics for each respective NEO were as follows:

Further, on August 16, 2011, the Compensation Committee awarded cash retention bonuses to Messrs. Narowski, Levin, de Vere and Myers in the amounts of $60,000, $100,000, $100,000 and $50,000, respectively, which were paid in four equal installments in September, December, March and June 2012, as the NEOs were each employed by the Company on each of the payment dates. The retention bonuses were awarded to encourage Messrs. Narowski’s, Levin’s, de Vere’s and Myers’ continued service to the Company during the transition period following the change in Chief Executive Officer of the Company in June 2011.

The fiscal 2013 corporate bonus plan (the “2013 Bonus Plan”) has been designed to establish a pool of funds (the “2013 Bonus Pool”) to be available for making bonus payments to the NEOs as well as certain other employees. The funding level of the 2013 Bonus Pool is based on the Company’s performance relative to budgeted fiscal 2013 adjusted EBITDA (EBITDA with the add-back of non-cash stock-based compensation expense and restructuring and other charges), as approved by the Board in connection with establishing the Company’s fiscal 2013 annual budget (the “2013 Financial Target”). Under the 2013 Bonus Plan, 100% of the 2013 Bonus Pool will be funded if performance is equal to 114% of the 2013 Financial Target. No bonus will be payable under the 2013 Bonus Plan if performance is less than 83% of the 2013 Financial Target. Between 83% and 128% performance, a sliding scale applies. The Board, in its discretion, has the option of increasing the size of the 2013 Bonus Pool if the Company achieves greater than 128% of the 2013 Financial Target.

Fiscal 2013 target bonuses for each of the NEOs are as follows:

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Messrs. Narowski, Levin, de Vere and Myers also will be eligible to receive retention bonuses in the amounts of $60,000, $75,000, $75,000 and $75,000, respectively, if they are employed by the Company at the end of fiscal 2013. The retention bonuses were awarded to encourage Messrs. Narowski’s, Levin’s, de Vere’s and Myers’ continued service to the Company during the second year of the turnaround under the leadership of Mr. Angrisani.

Equity Incentive Compensation — Aligning Compensation with Stockholder Value

The equity incentives provided to each individual are based upon industry competitive practices and judgments made by the Compensation Committee as to the individual’s relative position, responsibilities, and historical and expected contributions to the Company. The Committee also takes into account the individual’s existing stock ownership, previous stock-based grants, and whether previous grants have in-the-money value for retentive purposes. Primary weight is given to the individual’s relative rank and responsibilities. Initial grants designed to recruit an executive officer to join the Company have been based on negotiations with the officer, equity being forfeited by the officer from his or her former employer, and reference to the Company’s historical equity grants to existing executive officers.

Under the Incentive Plan, stock options are granted at fair market value and generally vest over a four-year period. 25% become exercisable on the one-year anniversary of the grant date, with the remainder vesting ratably over the remaining 36 months.

The Compensation Committee awards restricted stock at the market price on the date of grant. In fiscal 2012, grants of restricted stock were subject to cliff vesting on June 30, 2014, subject to acceleration and forfeiture upon certain events, as described under “Compensation of Directors and Executive Officers — Grants of Plan Based Awards in Fiscal 2012”.

From time to time, the Compensation Committee has made certain performance-based stock option and restricted stock awards to certain NEOs, based upon the Committee’s belief that performance-based awards provide additional linkage between executive compensation and longer term growth of the Company. In fiscal 2011, the Compensation Committee awarded performance-based non-qualified stock option awards to the NEOs, as described under “Compensation of Directors and Executive Officers — Outstanding Equity Awards at 2012 Fiscal Year End”.

Under the terms of the Incentive Plan and award agreements under them, as well as agreements related to awards granted outside of the Incentive Plan to new hires, all of the equity awards granted by the Company prior to fiscal 2009 vest immediately upon a change in control of the Company. Although the Compensation Committee believes that accelerated vesting upon a change in control provides an incentive to employees to remain with the Company and recognizes that the linkage between performance and stockholder value will not be the same after the change in control, in fiscal 2009 and then again in fiscal 2012 it changed its policy with respect to accelerated vesting of equity awards. The Compensation Committee’s current policy is that, except for grants to senior management, grants to employees only become fully vested upon a change in control if the acquirer does not assume, continue, or substitute for the awards as provided in the Incentive Plan (a “Complying Assumption”) or, upon a Complying Assumption, if the employee’s date of termination occurs upon or in the one-year period immediately following the change in control unless such date of termination is due to termination of the employee by the acquirer for cause or the employee’s voluntary termination of his or her employment without good reason. In some cases, grants to employees only become fully vested upon a change in control if there is not a Complying Assumption.

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In fiscal 2012, the Compensation Committee awarded restricted stock to the NEOs, as follows: (a) in connection with his appointment as permanent President and Chief Executive Officer of the Company, Mr. Angrisani received shares of restricted stock, one-half of which vest on each of June 30, 2013 and June 30, 2014, subject to forfeiture and acceleration upon certain events, as described under “Compensation of Directors and Executive Officers — Grants of Plan Based Awards in Fiscal 2012” and “— Employment Agreements with Named Executive Officers”, and (b) in connection with their promotions and for retentive purposes, Messrs. Narowski, Levin, de Vere and Myers received shares of restricted stock that vest on June 30, 2014, subject to forfeiture and acceleration upon certain events, as described under “Compensation of Directors and Executive Officers — Grants of Plan Based Awards in Fiscal 2012”.

Additionally, in fiscal 2012, the Compensation Committee made the following changes to equity awards previously granted to the NEOs: (a) in order to provide the NEOs with better incentive to drive shareholder value, the performance targets for the non-qualified performance-based stock options granted to the NEOs in fiscal 2011 were revised; (b) as consideration for Mr. Angrisani agreeing to become President and Chief Executive Officer on February 29, 2012, the vesting schedule in the incentive stock options granted to Mr. Angrisani in fiscal 2011 was revised such that the options fully vested on February 29, 2012 rather than on June 30, 2013; and (c) for retentive purposes and in connection with each of Messrs. Narowski, Levin, de Vere and Myers entering into their respective employment agreements, the vesting conditions of their previously granted options were revised such that all unvested options now fully vest upon a change in control, under the condition that they are employed by the Company at such time. See “Compensation of Directors and Executive Officers — Outstanding Equity Awards at 2012 Fiscal Year End” for further detail regarding such changes.

Other Compensation

Deferred Compensation Plans

The Company does not offer any deferred compensation plans to its executive officers other than the 401(k) Plan available to all employees, described below.

401(k) Plan

The Company maintains a 401(k) Plan for its employees, including executive officers, to encourage employees to save some percentage of their cash compensation, through voluntary deferrals, for their eventual retirement. The 401(k) Plan permits employees to make such deferrals in a tax efficient manner. The Company may, in its discretion, match employee deferrals. Through December 31, 2008, the Company made matching contributions equal to 50% of the first 8% of compensation deferred by employees with a cap of $4,000 per calendar year (subject to IRS limits and non-discrimination testing). In January 2009, matching contributions were discontinued as part of the Company’s overall plan to control its costs. Although the Company did not resume matching contributions during fiscal 2012, it may, in its discretion, elect to do so in the future.

Perquisites and Other Benefits

Incidental to their employment by, and the nature of their duties to, the Company, the NEOs receive some compensation in the forms of perquisites and personal benefits. Historically, the most common forms of perquisites provided by the Company to its NEOs are additional life insurance and reimbursement of attorney’s fees in connection with the negotiation of employment agreements, the cost of which is disclosed in the footnotes to the “Summary Compensation Table” below. In fiscal 2012, no NEO received total perquisites that exceeded $10,000.

Post-Termination Compensation

Each of the currently employed NEOs is entitled to receive severance payments, as described below under “Compensation of Directors and Executive Officers — Potential Payments upon Termination or

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Change in Control”, if the NEO’s employment terminates without cause or for good reason, including in connection with a change in control of the Company. In addition, each NEO’s equity based compensation fully accelerates if there is a change in control.

The Compensation Committee believes that these arrangements are important as a recruitment and retention device, as most of the companies with which the Company competes for executive talent have similar agreements in place for their executives. In addition, the severance arrangements applicable upon a change in control of the Company help alleviate concern NEOs might have regarding their own continued employment following a change in control, and also help incentivize the NEOs to remain with the Company to assist in any change in control transaction the Board determines is appropriate to pursue. The Committee balances protection of its executive officers upon a change in control with protection of the Company by making severance payments available only if, with the exception of the Chief Executive Officer, the executive officer is actually terminated by the acquirer without cause or leaves for good reason in contemplation of or after the change in control.

The Company links severance benefits to agreements by the NEOs not to disclose the Company’s confidential information and not to engage in certain competitive activities, including not soliciting the Company’s employees and customers. An executive officer will forfeit the right to receive post-termination compensation and/or is required to reimburse previously paid post-termination compensation if the executive officer breaches any such restrictive covenant subsequent to his or her departure from the Company. The Compensation Committee believes that these provisions provide important protection for the Company’s proprietary information and business.

The Company does not provide “excess parachute payment” protection to any of the currently employed NEOs.

In all cases, the Compensation Committee considers the cost, tax and accounting implications of post-termination payment arrangements.

Role of Compensation Committee and Chief Executive Officer; Procedures for Determination of Compensation

The Compensation Committee has primary responsibility for assisting the Board in developing and evaluating potential candidates for executive positions, including the Chief Executive Officer, and for overseeing the development of executive succession plans. The Compensation Committee oversees the design, development, and implementation of the compensation for the Chief Executive Officer and the other NEOs.

For the Chief Executive Officer, the independent directors of the Board approve goals and objectives to be considered in awarding compensation. The Board Chairman and the Compensation Committee conduct a performance evaluation of the Chief Executive Officer in light of the established goals and objectives and other factors, including, among others, interviews with persons with whom the Chief Executive Officer has regular interaction. The Compensation Committee then recommends all forms of Chief Executive Officer compensation, taking into account the goals and objectives of the Company’s overall compensation program, to the independent directors of the Board, who have final approval authority over the Chief Executive Officer’s compensation package as well as any target goals and objectives against which the Chief Executive Officer’s performance will be measured.

For other executive officers, the Chief Executive Officer and the Compensation Committee together assess performance and determine individual compensation, based on initial recommendations from the Chief Executive Officer and Chief Administrative Officer. The executive officers do not play a role in determining their own compensation, other than discussing individual management objectives with the Chief Executive Officer and Chief Administrative Officer. In all instances, the Compensation Committee exercises its discretion in modifying any recommended adjustments or awards to executive officers and approving each executive officer’s compensation package.

From time to time, the Chief Executive Officer and Chief Administrative Officer recommend equity awards to be made under the Incentive Plan. The Compensation Committee, which has exclusive

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authority to make such awards to the Chief Executive Officer and other executive officers, considers such recommendations together with other factors in determining whether to make such awards.

Role of Compensation Consultants

Neither the Company nor the Compensation Committee has an on-going contractual arrangement with any compensation consultant who has a role in determining or recommending the amount or form of executive officer or director compensation. The Compensation Committee does retain compensation consultants to assist it with specific issues from time to time. In fiscal 2008, the Compensation Committee used a compensation consultant to assist in evaluating equity incentive programs and compensation related to change in control circumstances. The Compensation Committee has not retained a compensation consultant since that time.

Equity Grant Practices

The Compensation Committee has established a policy regarding the dates for making grants of options, restricted stock, and restricted stock units under the Incentive Plan. Except in the case of awards made in connection with acquisitions or other unique circumstances, including the recent equity awards made to the NEOs and several other key members of management for retentive purposes and/or in recognition of promotions, awards are made only on the 15th calendar day of the month in which quarterly results are publicly announced or, if results are not announced by that time, seven days following their public release. These dates were established so that grants would be effective at a time when the Company expects the most current information regarding its performance to be available to the public. However, because the award dates are pre-determined, some awards may be made at a time when the Company is in possession of material non-public information. The exercise price of each stock option awarded and to be awarded under the Incentive Plan was and will be the closing price of the Company’s stock on the date of grant.

The Compensation Committee administers the Incentive Plan, taking into account recommendations from management. The Compensation Committee selects those individuals to whom equity-based awards should be granted and determines the amount and terms of those awards.

Stock Ownership Guidelines

During fiscal 2007, the Compensation Committee adopted guidelines that require any person appointed to serve as Chief Executive Officer, Chief Financial Officer or Chief Operating Officer to own Company stock with a value equal to base salary within five years after the date of appointment to the covered position. Under the guidelines adopted in fiscal 2007, shares held in the Company’s 401(k) Plan and shares acquired through the ESPP, as well as vested and unvested non-performance-based restricted stock, count toward the requirement, but unexercised stock options and unvested performance-based restricted stock do not.

All non-employee directors are required by the Governance Guidelines to own shares as described above in “Corporate Governance — Governance Guidelines”. All non-employee directors standing for election in 2012 or continuing in office are in compliance with the stock ownership requirements.

The Company’s policies prohibit all insiders, including NEOs, from hedging the risk associated with stock ownership without express consent of the Board, which has never been requested or granted.

Management of Compensation-Related Risk

The Compensation Committee does not believe that the Company’s compensation policies and practices for employees are reasonably likely to have a material adverse effect on the Company.

The Company has designed its executive compensation programs to avoid excessive risk-taking. The following are some of the features of the Company’s executive compensation programs designed to help the Company appropriately manage business risk:

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Tax and Accounting Considerations

Section 162(m) of the IRC generally denies publicly-held corporations a federal income tax deduction for compensation exceeding $1,000,000 paid to the Chief Executive Officer or any of the four other highest paid executive officers, excluding performance-based compensation. Through June 30, 2012, this provision has not limited the Company’s ability to deduct executive compensation. The Compensation Committee will continue to monitor the potential impact of Section 162(m) on the Company’s ability to deduct executive compensation. The Incentive Plan has been designed, and are intended to be administered, in a manner that will enable the Company to deduct compensation attributable to options and certain other awards thereunder, without regard to the deduction limitation established by Section 162(m).

Section 409A of the IRC generally changed the tax rules that affect most forms of deferred compensation that were not earned and vested prior to 2005, and imposed an additional tax on certain forms of deferred compensation. The Committee takes Section 409A into account in determining the form and timing of compensation paid to the Company’s executive officers, and additional taxes under Section 409A are generally not applicable to the compensation provided by the Company.

Sections 280G and 4999 of the IRC limit the Company’s ability to take a tax deduction for certain “excess parachute payments” (as defined in Sections 280G and 4999) and impose excise taxes on each executive officer that receives “excess parachute payments” in connection with his or her severance from the Company in connection with a change in control. The Compensation Committee considers the adverse tax liabilities imposed by Sections 280G and 4999, as well as other competitive factors, in structuring certain post-termination compensation payable to the Company’s NEOs. The Company does not provide “excess parachute payment” protection to any of the currently employed NEOs.

The Company expenses stock option and restricted stock grants in accordance with the FASB guidance for stock-based compensation. More information regarding the application of the FASB guidance may be found in Note 13 to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Named Executive Officers

Information in this section is provided for (i) Mr. Angrisani, our President and Chief Executive Officer, (ii) Mr. Narowski, our Chief Financial Officer, Principal Accounting Officer and Global Controller, (iii) Mr. Levin, our Chief Operating Officer, Chief Administrative Officer, General Counsel and Corporate Secretary, (iv) Mr. de Vere, our President and Chief Executive Officer, U.S. Business Groups, and (v) Mr. Myers, our Chief Operating Officer, U.S. Business Groups (collectively, the “NEOs”).

The age and business experience of each of the currently employed NEOs are set forth in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2012. The Company does not have any executive officers other than the NEOs.

Summary Compensation Table

The following table and accompanying footnotes provide information regarding compensation of the NEOs for fiscal years 2010, 2011 and 2012:

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The Company has entered into employment agreements with each of the NEOs. The material terms of such agreements are discussed below under “Compensation of Directors and Executive Officers — Employment Agreements with Named Executive Officers” and “— Potential Payments upon Termination or Change in Control”. For further discussion regarding the determination of base salary and incentive compensation within the context of total compensation, see “Compensation Discussion and Analysis — Implementing the Compensation Committee’s Objectives — Mix of Types of Compensation”.

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Grants of Plan Based Awards in Fiscal 2012

The following table and accompanying footnotes provide information regarding plan based awards to the NEOs in fiscal 2012:

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Outstanding Equity Awards at 2012 Fiscal Year End

The following table and accompanying footnotes provide information regarding unexercised stock options and unvested restricted stock awards held by the NEOs as of June 30, 2012.