ATLC DEF 14A Report ended May 10, 2013

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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¨	Soliciting Material Pursuant to § 240.14a-12

ATLANTICUS HOLDINGS CORPORATION

_________________________________________________________

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April 9, 2013

Dear Shareholder:

On behalf of the Board of Directors, I cordially invite you to attend the 2013 Annual Meeting of Shareholders of Atlanticus Holdings Corporation, which will be held at the company’s corporate headquarters, Five Concourse Parkway, Suite 400, Atlanta, Georgia 30328, on Friday, May 10, 2013, commencing at 9:00 a.m., local time.  The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own.  Whether or not you plan to attend the meeting, please complete, sign and date the accompanying proxy card and promptly return it in the enclosed prepaid envelope prior to the meeting so that your shares may be represented at the meeting.  Returning the proxy card does not deprive you of your right to attend the meeting and to vote your shares in person.

Sincerely yours,

David G. Hanna

Chief Executive Officer

ATLANTICUS HOLDINGS CORPORATION

Five Concourse Parkway, Suite 400

Atlanta, Georgia  30328

Notice of Annual Meeting of Shareholders

to be held on Friday, May 10, 2013

Notice is hereby given that the Annual Meeting of Shareholders of Atlanticus Holdings Corporation, a Georgia corporation, will be held on Friday, May 10, 2013, at 9:00 a.m., local time, at the company’s corporate headquarters, Five Concourse Parkway, Suite 400, Atlanta, Georgia 30328 for the following purposes:

1.

To elect five directors for terms expiring at the 2014 Annual Meeting of Shareholders;

2.

To conduct an advisory vote on the compensation of the named executive officers (the “say-on-pay” vote);

3.

To conduct an advisory vote on the frequency of future say-on-pay votes;

4.

To reapprove the material terms of the performance goals under the 2008 Equity Incentive Plan; and

5.

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

The Board of Directors has fixed the close of business on March 8, 2013 as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments.  A list of such shareholders is available for inspection by any shareholder during ordinary business hours at our principal place of business at Five Concourse Parkway, Suite 400, Atlanta, Georgia  30328.  The shareholder list also will be available for inspection by any shareholder at the time and place of the Annual Meeting.  Please mark, sign and date the enclosed proxy card and mail it promptly in the accompanying envelope.

By Order of the Board of Directors,

Rohit H. Kirpalani

Secretary

Atlanta, Georgia

April 9, 2013

IMPORTANT

Whether or not you expect to attend the Annual Meeting, please complete, sign and date the enclosed proxy card and return it in the envelope provided.  In the event you attend the Annual Meeting, you may revoke your proxy and vote your shares in person.

ATLANTICUS HOLDINGS CORPORATION

Five Concourse Parkway, Suite 400

Atlanta, Georgia  30328

(770) 828-2000

Proxy Statement

Annual Meeting of Shareholders

to be held on Friday, May 10, 2013

General Information

The Board of Directors of Atlanticus Holdings Corporation, a Georgia corporation (“Atlanticus”), is furnishing this Proxy Statement to the holders of its Common Stock, in connection with its solicitation of proxies for use at the Annual Meeting of Shareholders to be held at the company’s corporate headquarters, Five Concourse Parkway, Suite 400, Atlanta, Georgia 30328, at 9:00 a.m., local time, on Friday, May 10, 2013, and at any and all adjournments thereof.  You may obtain directions to the location of the Annual Meeting by visiting www.atlanticus.com/2013AnnualMeeting or by contacting Jay Putnam at the address or telephone number listed above.

A proxy delivered pursuant to this solicitation is revocable at the option of the person giving it at any time before it is exercised.  A proxy may be revoked, prior to its exercise, by executing and delivering a later dated proxy, by delivering written notice of the revocation of the proxy to the Secretary of Atlanticus prior to the Annual Meeting or by attending and voting at the Annual Meeting.  Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy.  Unless previously revoked, the shares represented by the enclosed proxy will be voted in accordance with the shareholder’s directions if the proxy card is duly executed and returned prior to the Annual Meeting.  If no directions are specified, the shares will be voted “FOR ALL NOMINEES” listed in proposal 1, “FOR” proposal 2, for “EVERY THREE YEARS” on proposal 3, “FOR” proposal 4 and in accordance with the discretion of the named proxies on other matters brought before the Annual Meeting.

Atlanticus will bear the expense of preparing, printing and mailing this Proxy Statement and soliciting the proxies it is seeking.  In addition to the use of the mails, proxies may be solicited by officers, directors and employees of Atlanticus, in person or by telephone, e-mail or facsimile transmission.  Atlanticus also will request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of the underlying shares as of the record date and will reimburse the cost of forwarding the proxy materials in accordance with customary practice.  Your cooperation in promptly completing, signing and returning the enclosed proxy card will help to avoid additional expense.

This Proxy Statement and the enclosed proxy card are first being mailed to shareholders on or about April 12, 2013.  A copy of the 2012 Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission (the “SEC”), is being mailed with this Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 10, 2013:

This Proxy Statement and the 2012 Annual Report to Shareholders are available at www.atlanticus.com/2013AnnualMeeting .

Voting Rights

Atlanticus’ Common Stock is the only class of voting securities outstanding.  The close of business on March 8, 2013 has been fixed as the record date for the determination of our shareholders entitled to notice of, and to vote at, the 2013 Annual Meeting.  Only shareholders of record at the close of business on the record date will be entitled to notice of, and to vote at, the Annual Meeting.  On the record date, we had outstanding 15,609,453 shares of Common Stock.  Each outstanding share of Common Stock entitles the holder to one vote on all matters submitted to the shareholders.

Quorum and Voting Requirements

For each proposal to be considered at the Annual Meeting, the holders of a majority of the number of shares entitled to vote on such matter at the meeting, present in person or by proxy, will constitute a quorum.  Both abstentions and “broker non-votes” will be treated as present for purposes of determining a quorum.  A “broker non-vote,” however, does not count as a vote in favor of or against a particular proposal for which the broker has no discretionary voting authority.  “Broker non-votes” are votes that brokers holding shares of record for their customers (i.e., in “street name”) are not permitted to cast under applicable stock market regulations because the brokers have not received instructions (or have received incomplete instructions) from their customers as to certain proposals, and, therefore, the brokers have advised us that they lack voting authority.

With regard to Proposal One (Election of Directors), votes may be cast for the nominees or may be withheld, or shareholders may abstain from voting on the proposal.  Each director nominee was recommended by the Nominating and Corporate Governance Committee of the Board of Directors, and all nominees are current directors, standing for re-election.  The election of directors requires a plurality of the votes cast, and the five nominees receiving the greatest number of votes will be elected.  Votes that are withheld, abstentions and broker non-votes are not considered “votes cast” and therefore will have no effect on the outcome of Proposal One.

With regard to Proposal Two (Say-on-Pay Vote), votes may be cast for or against the proposal, or shareholders may abstain from voting on the proposal.  The approval of Proposal Two requires the affirmative vote of a majority of the votes cast on the matter.  Abstentions and broker non-votes are not considered “votes cast” and therefore will have no effect on the outcome of Proposal Two.  The vote on Proposal Two is a non-binding advisory vote.

With regard to Proposal Three (Frequency of Future Say-on-Pay Votes), votes may be cast for every year, every two years or every three years, or shareholders may abstain from voting on the proposal.  The frequency alternative of Proposal Three requires the affirmative vote of a majority of the votes cast on the matter.  If none of the frequency alternatives receives a majority of votes cast, the Board will consider the frequency that receives the highest number of votes to be the frequency that has been selected by Atlanticus’ shareholders.  Abstentions and broker non-votes are not considered “votes cast” and therefore will have no effect on the outcome of Proposal Three.  The vote on Proposal Three is a non-binding advisory vote.

With regard to Proposal Four (Reapproval of Material Terms of the Performance Goals under the 2008 Equity Incentive Plan), votes may be cast for or against the proposal, or shareholders may abstain from voting on the proposal.  The approval of Proposal Four requires the affirmative vote of a majority of the votes cast on the matter.  Abstentions and broker non-votes are not considered “votes cast” and therefore will have no effect on the outcome of Proposal Four.

Holding Company Reorganization

On June 30, 2009, CompuCredit Corporation (now known as Atlanticus Services Corporation) completed its holding company reorganization (the “Reorganization”).  In the Reorganization, CompuCredit Corporation became a wholly owned subsidiary of Atlanticus Holdings Corporation.  The Reorganization was effected through a merger pursuant to an Agreement and Plan of Merger, dated as of June 2, 2009.  As a result of the Reorganization, each outstanding share of CompuCredit Corporation common stock was automatically converted into one share of Atlanticus Holdings Corporation common stock.  Information presented in this Proxy Statement for the period on and prior to June 30, 2009 refers to CompuCredit Corporation and information for the period after June 30, 2009 refers to Atlanticus Holdings Corporation.

PROPOSAL ONE:

ELECTION OF DIRECTORS

Action will be taken at the Annual Meeting for the election of five directors.  Each director elected at the Annual Meeting will serve until the 2014 Annual Meeting or until his successor is elected and qualified.  Proxies can be voted for only five nominees.

The Board of Directors has no reason to believe that any of the nominees for director will not be available to stand for election as director.  However, if some unexpected occurrence should require the substitution by the Board of Directors of some other person or persons for any one or more of the nominees, the proxies may be voted in accordance with the discretion of the named proxies “FOR” such substitute nominees.

The name, age, principal occupation for the last five years, selected biographical information and period of service as a director of Atlanticus of the nominees for election as directors are set forth below.

Nominees for Director

David G. Hanna, age 48.  Chairman of the Board.  Mr. Hanna has been the Chief Executive Officer of Atlanticus since its formation in 1996 and has been the Chairman of the Board since our initial public offering in 1999.  Mr. Hanna has been in the consumer credit industry for over 23 years.  Since 1992, Mr. Hanna has served as President and a director of HBR Capital, Ltd., an administrative services firm, and since 2006, as President of Hanna Capital, LLC, an investment firm.  Mr. Hanna’s role as a founder of Atlanticus provides the Board with considerable institutional knowledge and an important long-term perspective on the company and our industry as a whole.

Richard R. House, Jr., age 49.  Mr. House has been President of Atlanticus since 2000 and has been a director since 2002.  Mr. House served as Chief Credit Officer from the time he joined Atlanticus in 1997 until being named President.  His 16 years with Atlanticus provide the Board with an intimate understanding of the company’s operations and insightful institutional knowledge.  Mr. House has a total of 26 years experience in the consumer credit industry.  This experience provides the Board with valuable insight into our industry.

Deal W. Hudson , age 63.  Dr. Hudson became a director in 2002.  Since 2004, Dr. Hudson has been the Executive Director of the Morley Institute, a religious think tank, in Washington, D.C.  He also is President of the Morley Publishing Group, a religious publishing company.  Dr. Hudson’s leadership experience in the not-for-profit sector provides the Board with important insight in the areas of corporate responsibility and community affairs.  Dr. Hudson helps the Board incorporate these considerations into its decision-making process.

Mack F. Mattingly, age 82.  Senator Mattingly became a director in 1999.  He was elected to the United States Senate from the State of Georgia and served from 1981 until 1987.  While in the Senate, he was Chairman of the Military Construction Appropriations Subcommittee, the Legislative Branch Subcommittee and the Congressional Operations and Oversight Subcommittee, as well as a member of the Appropriations Committee, the Banking and Housing Committee, the Governmental Affairs Committee and the Joint Economic Committee.  In 1987, President Ronald Reagan appointed him Assistant Secretary General for Defense Support for NATO in Brussels, Belgium.  In 1988, he received the Secretary of Defense Medal for Outstanding Public Service.  In 1992, President George H. W. Bush appointed him Ambassador to the Republic of the Seychelles.  Prior to serving in the Senate, Senator Mattingly worked 20 years for the IBM Corporation and served four years in the United States Air Force.  Since 1993, Senator Mattingly has been a self-employed entrepreneur, speaker and author.  Senator Mattingly’s experience in business and government provides the Board with valuable insight in the areas of governmental, regulatory and community affairs.

Thomas G. Rosencrants, age 63.  Mr. Rosencrants became a director in 1999.  Since 1997, Mr. Rosencrants has been the Chairman and Chief Executive Officer of Greystone Capital Group, LLC, an investment firm.  He is also the Chairman and Chief Executive Officer of Ravello Solutions, LLC, an insurance software firm.  Mr. Rosencrants also served as a member of the Board and Compensation Committee and as Chairman of the Audit Committee of Cambridge Display Technology, Inc. from 2006 until its sale in 2007.  In addition, he is a Chartered Financial Analyst.  Mr. Rosencrants provides the Board and Audit Committee with expertise in the areas of finance, financial reporting, accounting, corporate governance and risk management.

The Board of Directors recommends a vote “FOR ALL NOMINEES”

listed in Proposal One for election to the Board of Directors.

PROPOSAL TWO:

ADVISORY VOTE ON COMPENSATION OF

NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)

Proposed Advisory Resolution of Shareholders

At the Annual Meeting, shareholders will be given the opportunity to vote on the following advisory resolution:

RESOLVED, that the shareholders of Atlanticus Holdings Corporation hereby approve, on an advisory basis, the compensation of the company’s named executive officers, as disclosed in the company’s Proxy Statement for the 2013 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Summary Compensation Table and the other related tables and disclosure.

References in this Proxy Statement to “named executive officers” refer to David G. Hanna, J.Paul Whitehead, III and Richard R. House, Jr.  For information regarding the compensation of Atlanticus’ named executive officers, see “Executive and Director Compensation.”

Background on Proposal

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and related SEC rules, shareholders are being given the opportunity to vote at the Annual Meeting on this advisory resolution regarding the compensation of our named executive officers (commonly referred to as “say-on-pay”).  Our executive compensation programs are designed to attract, motivate and retain our named executive officers, who are critical to our success, and to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total shareholder return.  We seek to align closely the interests of our named executive officers with the interests of our shareholders, and our Compensation Committee regularly reviews named executive officer compensation to ensure such compensation is consistent with our goals.

Effects of Advisory Vote

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our named executive officers and will not be binding on the Board or the Compensation Committee.  However, the Compensation Committee and the Board will consider the outcome of the vote when making future executive compensation decisions.

The Board recommends a vote “FOR” approval of the resolution set forth above

regarding the compensation of our named executive officers.

PROPOSAL THREE:

ADVISORY VOTE ON FREQUENCY OF

FUTURE SAY-ON-PAY ADVISORY VOTES

Shareholder Advisory Vote

At the Annual Meeting, shareholders will be given the opportunity to vote on whether they prefer to have future “say-on-pay” votes occur:

·	every year;

·	every two years; or

·	every three years.

Background on Proposal

In accordance with the Dodd-Frank Act and related SEC rules, shareholders are being given the opportunity to vote at the Annual Meeting on say-on-pay, which is an advisory resolution regarding the compensation of our named executive officers.  See Proposal Two above in this Proxy Statement.  The Dodd-Frank Act and applicable SEC rules also require that, at least once every six years, shareholders be given the opportunity to vote on the advisory proposal set forth immediately above regarding the frequency of future say-on-pay votes.

Shareholders may vote to recommend that future “say-on-pay” votes be held every year, every two years or every three years.  The Board currently believes that future say-on-pay votes should occur every three years.  There are advantages and disadvantages associated with each of the frequencies permitted under the Dodd-Frank Act and applicable SEC rules.  The Board believes that holding a say-on-pay vote every three years offers the closest alignment with Atlanticus’ approach to executive compensation and its underlying philosophy that seeks to enhance the long-term growth of Atlanticus and to attract, retain and motivate our executive officers over the long term.  The Board believes a three-year cycle for the advisory vote on executive compensation will provide investors the most meaningful timing alternative by which to evaluate the effectiveness of our executive compensation strategies and their alignment with Atlanticus’ business and results of operations.  It also will minimize the administrative, compliance and other corporate expenses associated with holding say-on-pay votes more frequently (e.g., every year or every two years).

Effects of Advisory Vote

Because the vote on this proposal is advisory in nature, it will not be binding on the Board.  However, the Board of Directors will consider the outcome of the vote along with other factors when making its decision about the frequency of future say-on-pay votes.

The Board recommends that shareholders vote in favor of

holding future “say-on-pay” advisory votes “EVERY THREE YEARS.”

PROPOSAL FOUR:

REAPPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS

UNDER THE 2008 EQUITY INCENTIVE PLAN

PURSUANT TO SECTION 162(m) OF THE INTERNAL REVENUE CODE

Background

On March 6, 2008, the Board of Directors of CompuCredit Corporation adopted the 2008 Equity Incentive Plan, which we sometimes refer to as the “2008 Plan.”  CompuCredit Corporation’s shareholders approved the 2008 Plan on May 8, 2008.  In connection with the Reorganization, Atlanticus assumed the 2008 Plan and all of the outstanding equity awards under the plan.

Atlanticus’ shareholders are being asked to reapprove the material terms of the performance goals under which equity-based awards may be granted under the 2008 Plan.  This approval is necessary to permit the grant to certain executive officers under the 2008 Plan of equity-based awards that are intended to qualify as “qualified performance-based compensation” that is exempt from the $1 million deduction limit under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  For more information about Section 162(m) of the Code, see “—Section 162(m) and the Material Terms of the Performance Goals” below.

Section 162(m) of the Code requires that the shareholders reapprove the material terms of the performance goals under which the compensation may be paid at least every five years.  Therefore, it is necessary that the shareholders reapprove the material terms of the performance goals under the 2008 Plan at the 2013 Annual Meeting to permit the grant after May 10, 2013 (the first shareholder meeting occurring in the fifth year following the year in which the shareholders previously approved the performance goals) of awards that are intended to qualify as “qualified performance-based compensation” that does not count against the $1 million deduction limit under Section 162(m).

Atlanticus’ shareholders are not being asked to approve an increase in the number of shares available for grant under the 2008 Plan or any other amendment to the 2008 Plan, nor are Atlanticus’ shareholders being asked to reapprove the 2008 Plan in its entirety.  The terms of the 2008 Plan will remain unchanged, and reapproval will not affect the nature and amount of awards available for grant under the 2008 Plan.

A description of the material provisions of the 2008 Plan is provided below under “—Summary of the 2008 Plan.”  The discussion is qualified in its entirety by reference to the Atlanticus Holdings Corporation 2008 Equity Incentive Plan, a copy of which is attached to this Proxy Statement as Appendix A .

Section 162(m) and the Material Terms of the Performance Goals

Section 162(m) of the Code imposes an annual deduction limit of $1 million on the amount of compensation paid to each of the chief executive officer and the three other highest compensated officers (other than the chief executive officer and the chief financial officer).  The deduction limit does not apply to qualified performance-based compensation that satisfies the requirements of Section 162(m) of the Code.  The requirements of Section 162(m) of the Code for qualified performance-based compensation include shareholder approval of the material terms of the performance goals under which the compensation may be paid.  The material terms of the performance goals include (1) the employees eligible to receive the compensation upon attainment of the performance goals, (2) the business criteria on which the performance goals may be based, and (3) the maximum amount of compensation that can become payable to an employee upon attainment of the performance goals.

Awards (other than options and stock appreciation rights) granted to certain senior executives of Atlanticus will, if the Compensation Committee intends for such award to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, become earned and payable only if certain pre-established performance goals are achieved during the specified performance period, as determined by the Compensation Committee and set forth in the award agreement.  The Compensation Committee may adjust the amount payable pursuant to a qualified performance-based award downward but not upward.  Section 162(m) of the Code also requires that the Compensation Committee certify in writing that the performance goals were achieved before the qualified performance-based compensation is paid.

Awards under the 2008 Plan may be subject to the satisfaction of one or more performance goals.  Performance goals for awards are determined by the Compensation Committee and are designed to support Atlanticus’ business strategy and align executives’ and directors’ interests with shareholder interests.  Performance goals can be based on one or more of the following business criteria: (a) revenue (b) earnings before interest, taxes, depreciation and amortization (“EBITDA”), (c) cash earnings (earnings before amortization of intangibles), (d) operating income, (e) pre-or after-tax income, (f) earnings per share, (g) cash flow, (h) net cash flow per share, (i) net earnings, (j) return on equity, (k) return on capital, (l) return on sales, (m) return on net assets employed, (n) return on assets, (o) economic value added (or an equivalent metric), (p) share price performance, (q) total shareholder return, (r) improvement in or attainment of expense levels, (s) improvement in or attainment of working capital levels, (t) shareholder value, (u) cash flow from operations, (v) cost reductions, (w) cost ratios, (x) return on capital compared to cost of capital, (y) return on capital employed, (z) cash return on capitalization, (aa) revenue ratios, (bb) return on invested capital, (cc) net income, (dd) value-added profits, (ee) managed income and (ff) market share.

Achievement of the goals may be measured:

·	individually, alternatively, or in any combination;

·	with respect to Atlanticus, an affiliate, one or more divisions, one or more business units, or any combination of the foregoing;

·	with respect to a specific customer or group of customers or geographic region;

·	on an absolute basis or relative to a target, to a designated comparison group, to results in other periods, or to other external measures;

·	based upon an increase or positive result or maintaining the status quo or limiting losses; and

·

including or excluding items determined to be extraordinary, unusual in nature, infrequent in occurrence, non-recurring, related to the acquisition or disposal of a business, related to unanticipated write-downs or impairment charges, litigation or settlements thereof, or foreign exchange gains or losses, or related to a change in tax law or accounting principle, in each case based on Opinion No. 30 of the Accounting Principles Board (APB Opinion No. 30) or as described in management’s discussion and analysis of the financial condition and results of operations in Atlanticus’ Annual Report on Form 10-K, or other applicable accounting rules, or consistent with Atlanticus’ practices for measuring the achievement of performance goals on the date the Compensation Committee establishes the goals.

If the shareholders do not approve Proposal Four, the Compensation Committee will no longer be able to design awards that are intended to qualify as qualified performance-based compensation that is exempt from the $1 million deduction limit under Section 162(m) of the Code.  In that case, the 2008 Plan will simply remain in effect in accordance with its prior terms but would not permit the grant of awards intended to qualify as qualified performance-based compensation under Section 162(m) of the Code.

Summary of the 2008 Plan

Purpose. The purpose of the 2008 Plan is to assist Atlanticus and its “affiliates” (as defined in the 2008 Plan) in recruiting and retaining individuals with ability and initiative by enabling such persons to participate in the future success of Atlanticus and its affiliates by associating their interests with those of Atlanticus and our shareholders.  The 2008 Plan provides for grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units and incentive awards (which we refer to collectively as “equity awards”), subject to the restrictions described below.

Administration. The 2008 Plan is administered by our Compensation Committee.  Our Compensation Committee is comprised of not less than two non-employee members of Atlanticus’ Board of Directors.  The Compensation Committee has the authority to make equity grants, impose restrictions on the equity grants and determine those persons who are eligible to receive equity grants (not inconsistent with the provisions of the 2008 Plan), as it may consider appropriate.  The Compensation Committee also has the authority to make all other determinations necessary or advisable to administer the 2008 Plan.  The Compensation Committee may delegate to one or more officers of Atlanticus all or part of its authority and duties with respect to awards to individuals who are not subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The decisions and determinations of the Compensation Committee or its delegate(s) in the administration of the 2008 Plan and on any other matters concerning the 2008 Plan are conclusive and final.  Atlanticus bears all expenses of administering the 2008 Plan.

Eligibility for Participation. The following persons are eligible to participate in the 2008 Plan:  all directors (whether or not employees), employees, consultants and other service providers of Atlanticus or its affiliates who, in the sole discretion of the Compensation Committee, have contributed significantly or can be expected to contribute significantly to the profits or growth of Atlanticus or any affiliate or if it is otherwise in the best interest of Atlanticus or any affiliate for such person or entity to participate in the 2008 Plan.  However, incentive stock options may only be granted to employees of Atlanticus or its affiliates.  There are five members of the Board of Directors and approximately 330 employees, consultants and advisors of Atlanticus who would potentially be eligible to receive awards under the 2008 Plan at this time, subject to being selected by the Compensation Committee, as described above.  Since the outcome of Proposal Four could influence the size or type of compensation to be paid to Atlanticus’ Chief Executive Officer and the three other highest compensated officers (other than the Chief Executive Officer and the Chief Financial Officer), each of these persons may be deemed to have a substantial interest in the outcome of this proposal.  In determining which individuals shall receive grants of equity awards and the amount of such awards to be granted to a recipient, the Compensation Committee will take into consideration the nature of the services rendered by the recipient, the recipient’s potential contribution to the long term success of Atlanticus and any other factors the Compensation Committee deems relevant.

Manner of Grants. Grants of equity awards are authorized by the Compensation Committee, which determines the amount of the award to be granted, the restrictions to be placed on the award and any other terms and conditions of the award.

Stock Options . Stock options entitle the holder to purchase a specified number of shares of Common Stock at a specified price, which is called the exercise price, subject to the terms and conditions of the option grant.  The Compensation Committee can award options intended to be incentive stock options or nonqualified stock options.  Also, the Compensation Committee can specify other terms and conditions applicable to the options.  Except for certain grants made to assume or substitute awards in connection with acquisition transactions and certain incentive stock option grants, the exercise price of stock options granted under the 2008 Plan must be at least 100% of the fair market value of the Common Stock on the date of grant.  However, with respect to an incentive stock option granted to a participant who beneficially owns more than 10% of the combined voting power of Atlanticus or any affiliate (determined by applying certain attribution rules), the exercise price must be at least 110% of the fair market value of the Common Stock on the date of grant.  Each option will vest and become exercisable at such time or times as determined by the Compensation Committee consistent with the terms of the 2008 Plan.  In the case of incentive stock options, the aggregate fair market value (determined as of the date of grant) of Common Stock with respect to which an incentive stock option may become exercisable for the first time during any calendar year cannot exceed $100,000; if this limitation is exceeded, the incentive stock options which cause the limitation to be exceeded will be treated as nonqualified stock options.

Stock Appreciation Rights . Stock appreciation rights, or “SARs,” may be granted alone (“freestanding”) or in tandem with an option award (“related option”).  Except for certain grants made to assume or substitute awards in connection with acquisition transactions, the grant price of a freestanding SAR will be at least 100% of the fair market value of the Common Stock on the date of grant.  The grant price of a tandem SAR will be equal to the exercise price of the related option.  Upon exercise of a SAR, the holder is entitled to receive the excess of the then fair market value of the shares for which the right is exercised over the grant price of the SAR.  Payment upon exercise of a SAR will be in cash, shares or some combination of cash and shares as determined by the Compensation Committee.  The Compensation Committee may impose any conditions or restrictions on the exercise of a SAR as it deems appropriate.  No participant may be granted SARs in tandem with incentive stock options that are first exercisable in any calendar year for shares of Common Stock having an aggregate fair market value (determined as of the date of grant) that exceeds $100,000.  A tandem SAR may be exercised only to the extent that the related option is exercisable and the fair market value of the Common Stock upon exercise exceeds the exercise price of the related option.  As set forth in the SAR agreement, the amount payable as a result of the exercise of a SAR may be settled in cash, shares of Common Stock or a combination of each.  Any related option will no longer be exercisable to the extent the SAR has been exercised, and the related SAR will be canceled to the extent the related option has been exercised.

Restricted Stock Awards . A restricted stock award is the grant or sale of shares of Common Stock, which may be subject to forfeiture restrictions.  The Compensation Committee will prescribe whether the restricted stock award is forfeitable and the conditions to which it is subject.  If the participant must pay for a restricted stock award, payment of the award generally shall be made in cash or, if the agreement so provides, by surrendering shares of Common Stock, by means of a “net exercise” procedure or any other medium of payment.  Prior to vesting and/or forfeiture, a participant will have all rights of a shareholder with respect to a restricted stock award, including the right to receive dividends and vote the underlying shares; provided, however, the participant may not transfer the shares.  Atlanticus may retain custody of the certificates evidencing the shares until they are no longer forfeitable.

Restricted Stock Units .  A Restricted Stock Unit (“RSU”) entitles the participant to receive shares of Common Stock when certain conditions are met.  The Compensation Committee will prescribe when the RSUs shall become payable.  Atlanticus will pay the participant one share of Common Stock for each RSU that becomes earned and payable.

Other Stock or Cash-Based Incentive Awards . An Incentive Award entitles the participant to receive cash or Common Stock when certain conditions are met.  The Compensation Committee will prescribe the terms and conditions of the Incentive Award.  As set forth in the participant’s award agreement, an Incentive Award may be paid in cash, shares of Common Stock or a combination of each.

Shares Subject to the 2008 Plan. The maximum number of shares of Common Stock authorized for issuance under the 2008 Plan is 2,000,000 shares.  Through the record date, the Compensation Committee has granted equity awards relating to 1,139,482 shares of Common Stock under the 2008 Plan.  In any calendar year, no participant may be granted options, SARs, Restricted Stock Awards, RSUs, or any combination thereof that relate to more than 500,000 shares.  In any calendar year, no participant may be granted an Incentive Award (i) with reference to a specified dollar limit for more than $4 million and (ii) with reference to a specified number of shares of Common Stock for more than 500,000 shares.  The maximum number of shares of Common Stock that may be issued pursuant to awards, the individual calendar year limits on awards and the terms of outstanding awards will be adjusted as is equitably required in the discretion of the Compensation Committee in the event of (a) any payment of a stock dividend in respect of the Common Stock, (b) any recapitalization, reclassification, split-up or consolidation of or other change in the Common Stock, or (c) any exchange of the outstanding shares of Common Stock in connection with a merger, consolidation or other reorganization of or involving Atlanticus or a sale by us of all or a portion of our assets, for a different number or class of shares of stock or other securities of Atlanticus or for shares of stock or other securities of any other corporation.  Except as set forth above, our issuance of shares of stock of any class of securities convertible into shares of stock of any class shall not affect any equity award granted pursuant to the 2008 Plan.

If any awards expire or are cancelled, terminated or forfeited for any reason other than their exercise, vesting or payment, the shares of Common Stock subject to such awards will again be available for issuance.  If shares of Common Stock are issued pursuant to an award, the number of shares that shall be counted against the aggregate number of shares of Common Stock available for issuance shall be the greater of (i) the number of underlying shares of Common Stock with respect to which the award related or (ii) the number of shares of Common Stock actually issued in settlement of the award.  If an award is settled in cash or a form other than shares of Common Stock, then the underlying shares with respect to which the award related shall not be counted against the aggregate number of shares available for issuance under the 2008 Plan; however, such underlying shares will be counted against the individual calendar year limits set forth above.

Effective Date and Term of the 2008 Plan. The 2008 Plan became effective on March 6, 2008, the date of its adoption by the Board of Directors.  The 2008 Plan, but not any outstanding grants, shall terminate on March 6, 2018, the tenth anniversary of the date the 2008 Plan was adopted by the Board of Directors, subject to earlier termination by the Board of Directors.

Term of Awards. No award shall be exercisable or become vested or payable more than ten years after the date of grant.  An incentive stock option granted to a participant who beneficially owns more than 10% of the combined voting power of Atlanticus or any affiliate (determined by applying certain attribution rules) or a tandem SAR that relates to such an incentive stock option may not be exercisable more than five years after the date of grant.

Nontransferability. Generally, equity awards are not transferable other than by will or the laws of descent and distribution, and during the lifetime of the participant to whom the award is granted, the award may only be exercised by, or payable to, the participant.  However, the Compensation Committee may provide that awards other than incentive stock options or a corresponding SAR that is related to an incentive stock option may be transferred by a participant to anyone in the class of transferees who may rely on a Form S-8 Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”) to sell shares issuable upon exercise or payment of such awards.  Any such transfer will be permitted only if (i) the participant does not receive any consideration for the transfer, (ii) the Compensation Committee expressly approves the transfer and (iii) the transfer is on such terms and conditions as are appropriate for the class of transferees who may rely on the Form S-8 Registration Statement.  The holder of the transferred award will be bound by the same terms and conditions that governed the award during the period that it was held by the participant, except that such transferee may only transfer the award by will or the laws of descent and distribution.

Change in Control. In the event of or in anticipation of a “Change in Control” (as defined in the 2008 Plan), the Compensation Committee in its discretion may terminate outstanding awards (i) by giving the participants an opportunity to exercise the awards that are then exercisable and then terminating, without any payment, all awards that have not been exercised (including those that were not exercisable) or (ii) by paying the participant the value of the awards that are then vested, exercisable or payable without payment for any awards that are not then vested, exercisable or payable or that have no value.  Alternatively, the Compensation Committee may take such other action as the Compensation Committee determines to be reasonable under the circumstances to permit the participant to realize the value of the award.  The Compensation Committee may provide that a participant’s outstanding awards become fully exercisable or payable on and after a change in control date or immediately before the date the awards will be terminated in connection with a change in control.  Awards will not be terminated to the extent they are to be continued after the Change in Control.

Shareholder Rights. No participant shall have any rights as a shareholder of Atlanticus unless and until the participant’s award is settled by the issuance of Common Stock (other than a restricted stock award or RSUs for which certain rights may be granted pursuant to the award agreement).

Compliance With Applicable Law. No award shall be exercisable, vested or payable except in compliance with all applicable federal and state laws and regulations (including, without limitation, tax and securities laws), any listing agreement with any stock exchange to which Atlanticus is a party, and the rules of all domestic stock exchanges on which Atlanticus’ shares may be listed.

Amendment and Termination of 2008 Plan. The Board of Directors may amend or terminate the 2008 Plan at any time; provided, however, that no amendment may adversely impair the rights of a participant with respect to outstanding awards without the participant’s consent.  An amendment will be contingent on approval of Atlanticus’ shareholders to the extent required by law, by the rules of any stock exchange on which Atlanticus’ securities are then traded or if the amendment would (i) increase the benefits accruing to participants under the 2008 Plan, including without limitation, any amendment to the 2008 Plan or any agreement to permit a repricing or decrease in the exercise price of any outstanding awards, (ii) increase the aggregate number of shares of Common Stock that may be issued under the 2008 Plan, (iii) modify the requirements as to eligibility for participation in the 2008 Plan or (iv) change the stated performance conditions under which qualified performance-based awards may be granted.  Additionally, to the extent the Board deems necessary to continue to comply with the performance-based exception to the deduction limits of Section 162(m) of the Code, as described below, the Board will submit the material terms of the stated performance goals to Atlanticus’ shareholders for approval no later than the first shareholder meeting that occurs in the fifth year following the year in which the shareholders previously approved the performance goals.

Forfeiture Provisions. Awards do not confer upon any individual any right to continue in the employ or service of Atlanticus or any affiliate.  All rights to any award that a participant has will be forfeited immediately if the participant is discharged from employment or service for “cause” (as defined in the 2008 Plan).

Miscellaneous Provisions. No right or interest of a participant in any award will be subject to any lien, obligation or liability of the participant.  The laws of the State of Georgia govern the 2008 Plan.  The 2008 Plan is unfunded, and Atlanticus does not intend to segregate any assets for grants of awards under the 2008 Plan.

Federal Income Tax Consequences

Past and Future Awards

Through the record date, the Compensation Committee has granted equity awards relating to 1,139,482 shares of Common Stock under the 2008 Plan.  Any future awards under the 2008 Plan will be made at the discretion of the Compensation Committee.  Consequently, we cannot determine, with respect to any particular person or group, the number or value of the awards that will be granted in the future pursuant to the 2008 Plan.  Notwithstanding the foregoing, as indicated above, no individual may be granted an award that relates to more than 500,000 shares of Common Stock during any calendar year.  For sake of example, the following table provides information about awards granted by the Compensation Committee under the 2008 Plan in 2012.

__________________

(1)	The dollar values shown are based on the value of Atlanticus’ Common Stock as of the date of grant of each award.  This may differ from the current value of such stock and from the value upon vesting in the future.

Other Information

The closing price of our Common Stock on the NASDAQ Global Select Market on the record date was $3.23.

The Board of Directors recommends a vote “FOR”

reapproval of the material terms of the performance goals

under the 2008 Equity Incentive Plan pursuant to Section 162(m) of the Code.

Executive Officers of Atlanticus

Our executive officers are elected annually and serve at the pleasure of the Board of Directors.  The following sets forth certain information with respect to our executive officers.  The biographies of Messrs. Hanna and House are provided above under “Proposal One: Election of Directors.”

Name		Age			Position
David G. Hanna			48		Chief Executive Officer and Chairman of the Board
J.Paul Whitehead, III			51		Chief Financial Officer
Richard W. Gilbert			59		Chief Operating Officer
Richard R. House, Jr.			49		President and Director

J.Paul Whitehead, III , Chief Financial Officer.  Mr. Whitehead became Chief Financial Officer in 2002.  Mr. Whitehead has over 30 years of experience in financial, accounting, auditing, and tax-related matters.  From 2001 to 2002 and, prior to that, from 1995 to 1999, Mr. Whitehead was a partner with Ernst & Young LLP, an accounting firm.  From 1999 to 2001, he served as Chief Financial Officer and Chief Operating Officer of ZapMedia, Inc.  During Mr. Whitehead’s approximately 13 year tenure with Ernst & Young, he performed and managed audits of a number of publicly held clients and managed audit and tax consulting teams of up to 25 professionals.  At ZapMedia, he was responsible for all financial and administrative affairs of the company, including the establishment and oversight of all accounting, treasury and financial systems and processes, external financial reporting, accounting and information systems design and development of accounting policies and procedures.  From April 1991 through July 1995, Mr. Whitehead served as a political appointee to the United States Department of the Treasury.  He earned an MS in Taxation from Georgetown University and graduated, magna cum laude , with a BBA in Accounting from the University of Georgia.

Richard W. Gilbert, Chief Operating Officer.  Mr. Gilbert has been the Chief Operating Officer of Atlanticus since its formation in 1996.  He also served as a director from 1999 to 2011, and was Vice Chairman of the Board from 2000 to 2011.  Mr. Gilbert has over 34 years experience in the consumer credit industry.

Corporate Governance

We have established corporate governance practices designed to serve the best interests of Atlanticus and our shareholders.  We are in compliance with the current corporate governance requirements imposed by the rules and regulations of the SEC and the listing standards of The Nasdaq Stock Market.  Our current Code of Business Conduct and Ethics and charters for certain committees of the Board of Directors are available on our corporate website at www.atlanticus.com under the heading “For Investors.”

Set forth below is information regarding the meetings of the Board of Directors during 2012, a description of the Board’s standing committees and additional information about our corporate governance policies and procedures.

Committees and Meetings of the Board of Directors

Board Composition. The size of our Board is currently fixed at five directors.  The current members of the Board of Directors are David G. Hanna, Richard R. House, Jr., Deal W. Hudson, Mack F. Mattingly and Thomas G. Rosencrants.  The Board has determined that the following directors are independent in accordance with the Nasdaq and SEC rules governing director independence: Deal W. Hudson, Mack F. Mattingly and Thomas G. Rosencrants.

Meetings of the Board of Directors. During fiscal year 2012, the Board of Directors met four times.  During that period, each of the incumbent directors attended at least 75% of the aggregate number of meetings held by the Board and by each of the committees on which such director served.

Board Committees. Our Board of Directors currently has three standing committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee.  The principal functions and the names of the directors currently serving as members of each of those committees are set forth below.  In accordance with applicable Nasdaq and SEC requirements, the Board of Directors has determined that each director serving on the Audit, Compensation and Nominating and Corporate Governance committees is an independent director.

Audit Committee .  The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to our financial matters.  The Audit Committee operates under a written charter, a copy of which is available on our website at www.atlanticus.com under the heading “For Investors.”  Under the charter, the committee’s principal responsibilities include oversight of the effectiveness of our accounting, auditing and financial reporting processes; the integrity of our financial statements; the effectiveness of our internal controls, policies and procedures for managing and assessing risk and promoting compliance with accounting standards and applicable legal and regulatory requirements; and the appointment, compensation and evaluation of the qualifications and independence of our independent registered public accounting firm.

The Audit Committee met eight times during 2012.  The current members of the Audit Committee are Thomas G. Rosencrants (Chairman), Deal W. Hudson and Mack F. Mattingly.  The Board of Directors has determined that Mr. Rosencrants is an “audit committee financial expert,” as that term is defined in SEC rules.

Nominating and Corporate Governance Committee .  The Nominating and Corporate Governance Committee assists the Board in identifying qualified director candidates and developing and monitoring our corporate governance policies.  The Nominating and Corporate Governance Committee operates under a written charter, a copy of which is available on our website at www.atlanticus.com under the heading “For Investors.”  Under the charter, the committee’s principal responsibilities include identifying individuals qualified to become members of the Board of Directors and recommending candidates for re-election as directors; monitoring and recommending corporate governance and other Board and company practices; and overseeing performance reviews of the Board of Directors as a whole, its committees and the individual directors.

With respect to the identification of nominee candidates, the Nominating and Corporate Governance Committee has opted against developing a formalized process.  For more information, see “Corporate Governance—Corporate Governance Policies—Policy for Consideration of Director Candidates Recommended by Shareholders.”  Similarly, with respect to the evaluation of director nominee candidates by the Nominating and Corporate Governance Committee, the committee has opted against adopting formal requirements or minimum standards regarding the evaluation of potential directors.  Rather, the committee will consider each candidate on his or her own merits on a case-by-case basis.  However, in evaluating candidates, there are a number of factors that the committee generally views as relevant and is likely to consider.  Some of these factors include the candidates’:

·	integrity and reputation;

·	professional experience, particularly experience that is germane to our business, such as credit services, risk management, legal, human resources, finance, marketing, and regulatory experience;

·	ability to qualify as an “audit committee financial expert” (as defined in SEC rules);

·	experience in serving on other boards of directors or in the senior management of companies that have faced issues generally of the level of sophistication that we face;

·	contribution to diversity on the Board of Directors;

·	ability to work collegially with others;

·	availability and the ability to attend meetings in person; and

·	current membership on our Board of Directors due to the fact that the Board values continuity (but not entrenchment).

The Nominating and Corporate Governance Committee does not assign a particular weight to the individual factors.  Similarly, the committee does not expect to see all (or even more than a few) of these factors in any individual candidate.  Rather, the committee looks for a mix of factors that, when considered along with the experience and credentials of the other candidates and existing Board members, will provide shareholders with a diverse and experienced Board of Directors.

The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the committee members consider and discuss diversity, among other factors, with a view toward the needs of the Board of Directors as a whole. The committee members generally conceptualize diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities or attributes that contribute to board heterogeneity, when identifying and recommending director nominees. The Nominating and Corporate Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the committee’s goal of creating a Board of Directors that best serves the needs of the company and the interest of its shareholders.

The Nominating and Corporate Governance Committee met four times during 2012.  The current members of the Nominating and Corporate Governance Committee are Deal W. Hudson (Chairman), Mack F. Mattingly and Thomas G. Rosencrants.

Compensation Committee . The Compensation Committee has the primary authority to determine our compensation philosophy and to establish compensation for our executive officers and directors.  The Compensation Committee does not operate under a written charter.  The Compensation Committee met four times during 2012.  The current members of the Compensation Committee are Mack F. Mattingly (Chairman), Deal W. Hudson and Thomas G. Rosencrants.  For more information on the Compensation Committee, see “Corporate Governance—Corporate Governance Policies—Consideration and Determination of Executive and Director Compensation.”

Corporate Governance Policies

In addition to corporate governance matters described throughout this Proxy Statement, some additional information about our corporate governance policies and procedures is set forth below:

Code of Ethics .  Our Code of Business Conduct and Ethics (the “Code of Ethics”) applies to all of our directors, executive officers and employees.  The Code of Ethics is available on our website at www.atlanticus.com under the heading “For Investors.”  We intend to disclose any amendments to our Code of Ethics, and any waiver from a provision of the Code of Ethics granted to our Chief Executive Officer, Chief Financial Officer or Controller, on our website within four business days following such amendment or waiver.

Risk Management .  Atlanticus’ management is responsible for day-to-day risk management of the company.  Management reports to the Board of Directors on the material risks the company faces when management determines that the company’s risk profile materially changes.  The Board of Directors uses management’s reports to evaluate the company’s exposure to risks in light of the company’s business plan and growth strategies.  The Board of Directors primarily focuses on risks in the areas of operations, liquidity and regulatory changes and compliance, which the Board of Directors believes are the areas most likely to have a potential impact on the company in a material way.

Executive Sessions of Independent Directors .  The Board of Directors has scheduled regular executive sessions of our independent directors.  At executive sessions, our independent directors meet without management or any non-independent directors present.  The Board believes that executive sessions foster open and frank communication among the independent directors, which will ultimately add to the effectiveness of the Board, as a whole.

Consideration and Determination of Executive and Director Compensation. The Compensation Committee has the primary authority to determine our compensation philosophy and to establish compensation for our executive officers and directors.  In establishing executive officer compensation, the Compensation Committee uses its subjective evaluation of the executives’ performance and responsibilities, our overall performance and the Chief Executive Officer’s recommendations.  The Compensation Committee has not used any compensation consultant in setting executive salaries, or in determining other components of executive compensation, nor does it seek formally to benchmark the compensation of our executive officers against compensation paid by other companies to their executives.

Management plays a significant role in the executive compensation-setting process.  The most significant aspects of management’s role are:

·	evaluating employee performance;

·	preparing information for Compensation Committee meetings;

·	establishing business performance targets and objectives;

·	providing background information regarding Atlanticus’ strategic objectives; and

·	recommending salary levels and equity awards.

From time to time, the Compensation Committee invites members of management, including Mr. Hanna, Mr. Whitehead and Mr. Rohit Kirpalani, our General Counsel, to attend all or a portion of its meetings.  Typically, Mr. Hanna reviews the performance of senior management and makes recommendations on compensation levels.  Mr. Whitehead assists the committee in setting performance targets and advising on accounting and tax matters.  Mr. Kirpalani advises the committee on legal matters and prepares documents for the committee’s consideration.  In addition, all three of these officers answer questions posed by the committee.

In the past, the Compensation Committee has authorized Mr. Hanna to negotiate employment agreements with senior executive officers (other than himself).  Typically, the negotiated employment agreements are subject to review and approval by the Compensation Committee.

Our Compensation Committee annually reviews and approves compensation for our independent directors.  Generally, the Compensation Committee sets director compensation at a level that is intended to provide an incentive for current directors to continue in their roles and for new directors to join our Board of Directors.  In determining director compensation, the Compensation Committee considers the legal responsibilities that directors owe Atlanticus and its shareholders in connection with their service on the Board and committees of the Board, and the risks to directors associated with their service.

Risk Management related to Compensation Policies and Practices. We do not believe that our compensation policies and practices encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on Atlanticus.  The design of our compensation policies and practices encourages our employees to remain focused on both our short- and long-term goals.  For example, while our cash bonus plans measure performance on an annual basis, our equity awards typically vest over a number of years, which we believe encourages our employees to focus on sustained stock price appreciation, thus limiting the potential value of excessive risk-taking.

Committee Authority to Retain Independent Advisors .  Each of the Audit Committee and the Nominating and Corporate Governance Committee has the authority to retain independent advisors and consultants, with all fees and expenses to be paid by Atlanticus.

Board Leadership Structure .  David G. Hanna has served in the combined roles of Chairman and Chief Executive Officer since our initial public offering in 1999.  Mr. Hanna’s combined service as Chairman and Chief Executive Officer creates unified leadership for Atlanticus. This leadership structure demonstrates to our business partners and shareholders that Atlanticus is under strong leadership and minimizes the potential duplication of efforts among management and the directors. The Board of Directors does not have a lead independent director and does not believe that one is necessary in light of Atlanticus’ size and the lengthy experience the directors have working with Mr. Hanna.  The Board of Directors believes its leadership structure allows Atlanticus to operate efficiently and is in the best interests of the company and its shareholders.

Whistleblower Procedures .  The Audit Committee has established procedures for the treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for confidential and anonymous submission by our employees of concerns regarding questionable accounting, internal accounting controls or auditing matters.

No Executive Loans .  We do not extend loans to executive officers or directors, and we have no such loans outstanding.

Policy for Director Attendance at Annual Meetings. It is the policy of Atlanticus and our Board of Directors that all directors attend the Annual Meeting of Shareholders and be available for questions from shareholders, except in the case of unavoidable conflicts.  All of our directors attended our 2012 Annual Meeting of Shareholders.

Process for Shareholders to Send Communications to the Board. We encourage shareholder communication with the Board of Directors.  Any shareholder who wishes to communicate with the Board or with any particular director, including any independent director, may send a letter to the Secretary of Atlanticus at our principal executive offices.  Any communication should indicate that you are an Atlanticus shareholder and clearly specify whether it is intended to be delivered to the entire Board or to one or more particular director(s).

Policy for Consideration of Director Candidates Recommended by Shareholders. We welcome recommendations for director candidates from shareholders.  In order to make a recommendation, a shareholder should submit the following information to the Nominating and Corporate Governance Committee of the Board of Directors:

·	a resume for the candidate detailing the candidate’s work experience and academic credentials;

·

written confirmation from the candidate that he or she (1) would like to be considered as a candidate and would serve if nominated and elected, (2) consents to the disclosure of his or her name, (3) has read our Code of Ethics and that during the prior three years has not engaged in any conduct that, had he or she been a director, would have violated the Code of Ethics or required a waiver, (4) is, or is not, “independent” as that term is defined by Nasdaq and SEC rules, and (5) has no plans to change or influence the control of Atlanticus;

·

the name of the recommending shareholder as it appears in our books, the number of shares of Common Stock that is owned by the shareholder and written confirmation that the shareholder consents to the disclosure of his or her name (if the recommending person is not a shareholder of record, he or she should provide proof of share ownership);

·	personal and professional references, including contact information; and

·	any other information relating to the candidate required to be disclosed in a proxy statement for election of directors under Regulation 14A of the Exchange Act.

This information should be sent to the Nominating and Corporate Governance Committee, c/o Rohit H. Kirpalani, Secretary at our principal executive offices, who will forward it to the chairperson of the committee.  The committee does not necessarily respond to shareholder recommendations.

Report of Audit Committee

Notwithstanding anything to the contrary set forth in any of Atlanticus’ filings under the Securities Act or the Exchange Act that might incorporate by reference this Proxy Statement, in whole or in part, the following report shall not be incorporated by reference into any such filings .

The Audit Committee of the Board of Directors is composed of three directors and operates under a written charter adopted by the Board of Directors, a copy of which is available on our website at www.atlanticus.com under the heading “For Investors.”  The members of the committee meet the independence requirements of SEC rules and Nasdaq listing standards.

Management is responsible for Atlanticus’ internal controls, financial reporting process and compliance with laws, regulations and ethical business standards.  The independent auditors are responsible for performing an independent audit of Atlanticus’ consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon.  The Audit Committee’s responsibility is to monitor and oversee these processes and to report its findings to the Board of Directors.  The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent auditor, nor can the committee certify that the independent auditor is “independent” under applicable rules. The committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors and the experience of the committee’s members in business, financial and accounting matters.

In this context, the Audit Committee has met and held discussions with management and the independent auditors.  Management represented to the Audit Committee that Atlanticus’ audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors.  The Audit Committee discussed with the independent auditors matters required to be discussed by applicable audit standards adopted by the Public Company Accounting Oversight Board (“PCAOB”).

Atlanticus’ independent auditors also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB, and the Audit Committee discussed with the independent auditors that firm’s independence.

Based upon the Audit Committee’s discussions with management and the independent auditors and the Audit Committee’s review of the representation of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in Atlanticus’ Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC.

	Thomas G. Rosencrants, Chairman
	Deal W. Hudson
	Mack F. Mattingly

Auditor Fees

The Audit Committee has selected BDO USA, LLP (“BDO”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2013.  We first engaged BDO in 2002 on the recommendation of the Audit Committee, and it has served as our principal accounting firm since that date.  A representative of BDO is expected to be present at the 2013 Annual Meeting of Shareholders and will be available to respond to appropriate questions.  The representative also will have an opportunity to make a statement if he or she desires to do so.  Approval of our accounting firm is not a matter required to be submitted to the shareholders.

Audit Fees . The aggregate fees billed by BDO for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-K and the reviews of the financial statements included in our quarterly reports on Form 10-Q totaled $512,000 for the fiscal year ended December 31, 2012 and $608,000 for the fiscal year ended December 31, 2011.

Audit-Related Fees . The aggregate fees billed by BDO related to assurance and similar services totaled $94,000 for the fiscal year ended December 31, 2012 and $174,000 for the fiscal year ended December 31, 2011.  These fees were principally related to audit work in connection with audits pertaining to certain of our subsidiaries, our 401(k) defined contribution plan, agreed upon procedures as required by our lenders, securitization investors and trustees, accounting guidance and consultation as well as various reimbursable expenses.

Tax Fees .  The aggregate fees billed by BDO for professional services rendered for tax compliance, tax advice or tax planning totaled $15,000 for the fiscal year ended December 31, 2012 and $0 for the fiscal year ended December 31, 2011.

All Other Fees .  There were no other fees billed by BDO for the fiscal year ended December 31, 2012 and for the fiscal year ended December 31, 2011.

All audit-related services, tax services and other non-audit services were pre-approved by the Audit Committee, which concluded that the provision of such services by BDO was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The Audit Committee’s outside auditor independence policy provides for pre-approval of audit, audit-related and tax services specifically described by the committee on an annual basis and, in addition, individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy authorizes the committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

Executive and Director Compensation

References in this Proxy Statement to “named executive officers” refer to David G. Hanna, J.Paul Whitehead, III and Richard R. House, Jr.

Executive Compensation

The following table sets forth information concerning the annual compensation earned by our named executive officers.  For each named executive officer’s existing stock ownership as of the record date, see “Security Ownership of Certain Beneficial Owners and Management.”  Each of the named executive officers has an employment agreement that influences or defines certain of the elements of compensation shown below.  For a description of the material terms of each named executive officer’s employment agreement, see “Executive and Director Compensation—Named Executive Officer Employment Agreements.”

Summary Compensation Table

Name and Principal Position	Year		Salary ($)				All Other Compensation ($)				Total ($)
David G. Hanna Chief Executive Officer and Chairman of the Board	2012		$	50,000			$	405,495	(1)		$	455,495
	2011		$	50,000			$	118,249	(1)		$	168,249
	2010		$	50,000			$	46,144	(1)		$	96,144
J.Paul Whitehead, III Chief Financial Officer	2012		$	633,333			$	5,679	(2)		$	639,012
	2011		$	800,000			$	3,848	(2)		$	803,848
	2010		$	800,000			$	3,709	(2)		$	803,709
Richard R, House, Jr. President	2012		$	1,000,000			$	3,750	(3)		$	1,003,750
	2011		$	1,000,000			$	3,906	(3)		$	1,003,906
	2010		$	1,000,000			$	3,675	(3)		$	1,003,675

(1)

Reflects (i) $404,745, $117,499 and $45,408 for 2012, 2011 and 2010, respectively, for the use by Mr. Hanna and members of his family of charter jet service for personal purposes and at our expense at an incremental cost to us, which is calculated based on the total flight costs charged by the charter companies, including cost per flight hour charge specified in the lease agreement, fuel surcharge, catering, international fees and federal excise tax and (ii) $750, $750 and $736 for 2012, 2011 and 2010, respectively, for matching contributions to the Atlanticus 401(k) Plan.

(2)

Reflects (i) $1,929, $1,848 and $1,770 for 2012, 2011 and 2010, respectively, for long-term disability insurance premiums paid by us and personal use of a mobile phone provided by us and (ii) $3,750, $2,000 and $1,939 for 2012, 2011 and 2010, respectively, for matching contributions to the Atlanticus 401(k) Plan.

(3)	Reflects matching contributions to the Atlanticus 401(k) Plan.

Outstanding Equity Awards at December 31, 2012

		Option Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date
David G. Hanna			—				—			$	—				—
J.Paul Whitehead, III			—				—			$	—				—
Richard R, House, Jr.			500,000				—			$	40.99				5/9/2013

Director Compensation

During fiscal year 2012, we paid each of our independent directors an annual fee of $50,000 in cash for their directorship services.  In addition, independent directors received a cash fee of $2,500 for each Board meeting attended (including telephonic attendance) and $1,000 for each committee meeting attended (including telephonic attendance) regardless of whether such committee meeting was held on the same day as a meeting of the full Board of Directors.  For services in 2012, we paid additional cash fees of $25,000 to the Chairman of the Audit Committee and $10,000 to the Chairman of each of the Nominating and Corporate Governance Committee and Compensation Committee.  We expect these cash fees to remain the same for service during 2013, as set forth in Exhibit 10.19 to our Form 10-K filed with the SEC on February 25, 2013.  For more on our independent directors, please see the “Corporate Governance” section of this Proxy Statement.

On January 2, 2013, each independent director received an award of 16,000 shares of restricted stock.  Each award vests in two equal annual installments beginning on the first anniversary of the grant date and is subject to other terms and conditions imposed by the 2008 Plan and the standard form of award agreement under that plan.  All directors are reimbursed for expenses incurred in connection with their attendance at meetings of the Board of Directors or its committees.

We do not currently provide our non-independent directors with any additional compensation, including equity grants, for their service on the Board of Directors, except for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors.

The following table sets forth information concerning the compensation of our non-management directors for the year ended December 31, 2012.

Director Compensation

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($) (1)				Total ($)
Deal W. Hudson		$	86,000			$	53,760			$	139,760
Mack F. Mattingly		$	86,000			$	53,760			$	139,760
Thomas G. Rosencrants		$	101,000			$	53,760			$	154,760

(1)	As of December 31, 2012, our non-management directors held the following equity awards:

Name		Shares of Restricted Stock
Deal W. Hudson			25,500
Mack F. Mattingly			25,500
Thomas G. Rosencrants			25,500

Named Executive Officer Employment Agreements

We have an employment agreement with each of our named executive officers.  The initial three-year term of each of these employment agreements has been completed and now each of the agreements continues indefinitely until it is terminated by either us or the officer.

David G. Hanna .  Pursuant to the amended and restated employment agreement with David G. Hanna dated December 23, 2008, Mr. Hanna shall serve as Chief Executive Officer of Atlanticus and shall be entitled to receive an annual base salary of $50,000.  No severance or other benefits will be paid by Atlanticus to Mr. Hanna upon his termination of employment.

J.Paul Whitehead, III. Pursuant to the amended and restated employment agreement with J.Paul Whitehead, III dated August 1, 2012, Mr. Whitehead shall serve as Chief Financial Officer of Atlanticus.  Mr. Whitehead is entitled to receive an annual base salary equal to the product of $800,000 multiplied by the percentage of his business time that he has agreed with the company to devote to Atlanticus.  If Mr. Whitehead is terminated without cause or if Mr. Whitehead terminates his employment for “good reason,” he will be entitled to receive (i) his then current base salary for 12 months from the date of his termination; plus, (ii) an amount equal to the largest cash bonus he received since August 1, 2012.  In addition, he will become fully vested in all equity awards that he has received and we will continue Mr. Whitehead’s medical, disability and life insurance benefits for 24 months from the date of his termination, unless earlier he becomes eligible for such benefits with another employer.  In the event Mr. Whitehead’s employment is terminated by us for “cause,” or if he leaves his position without “good reason,” Mr. Whitehead may be entitled to receive a prorated bonus.  In the event of a termination due to “disability,” Mr. Whitehead’s restricted stock awards will vest immediately, he will be entitled to receive an additional three months of salary and he may be entitled to receive a prorated bonus.  In the event Mr. Whitehead’s employment is terminated due to his death, his restricted stock awards will vest immediately and his estate may be entitled to receive a prorated bonus.  No other severance or other benefits will be paid by us to Mr. Whitehead upon his termination of employment.

Richard R. House, Jr. Pursuant to the amended and restated employment agreement with Richard R. House, Jr. dated December 23, 2008, Mr. House shall serve as President of Atlanticus.  Mr. House is entitled to receive an annual base salary of $1,000,000 and is eligible to receive a performance-based annual bonus.  No severance or other benefits will be paid by Atlanticus to Mr. House upon his termination of employment.

Compensation Committee Interlocks and Insider Participation

During 2012, the Compensation Committee consisted of Messrs. Hudson, Mattingly and Rosencrants.  None of the members of the Compensation Committee was a current or former officer or employee of Atlanticus or any of our subsidiaries.  There were no compensation committee interlocks or insider participation in compensation decisions that are required to be disclosed in this Proxy Statement.  Other than as described below, none of the members of the Compensation Committee had any relationship requiring disclosure under “Related Party Transactions.”

As part of our September 2012 tender offer, we purchased Common Stock at $10 per share from the following Compensation Committee members in the following amounts:

Name		Number of Shares				Total Purchase Price
Deal W. Hudson			18,700			$	187,000
Mack F. Mattingly			20,726			$	207,260
Thomas G. Rosencrants			16,172			$	161,720

The purchases were on the same terms that were available to all of our shareholders.

As part of our April 2011 tender offer, we purchased Common Stock at $8 per share from the following Compensation Committee members in the following amounts:

Name		Number of Shares				Total Purchase Price
Deal W. Hudson			19,231			$	153,848
Mack F. Mattingly			20,974			$	167,792
Thomas G. Rosencrants			13,871			$	110,968

These purchases were on the same terms that were available to all of our shareholders.

In June 2008, Mr. Rosencrants and two family members as joint tenants with right of survivorship purchased $200,000 principal amount of our 3.625% Convertible Senior Notes due May 30, 2025 (the “3.625% Notes”) from unrelated third parties at prevailing market prices.  In January 2009, two of Mr. Rosencrants’ immediate family members purchased $200,000 aggregate principal amount of the 3.625% Notes from unrelated third parties at prevailing market prices.  The 3.625% Notes bear interest at a rate of 3.625% per year, payable semi-annually in arrears.  Atlanticus repurchased all of these notes from the Rosencrants family in May 2012 at the full face value of such notes.  This repurchase was pursuant to a put option that was available to all holders of the 3.625% Notes and was on the same terms as those available to all note holders.  From January 1, 2011 through the repurchase date, Atlanticus paid the Rosencrants family an aggregate of $21,750 of interest and $400,000 of principal on these notes.

Equity Compensation Plan Information

We maintain two stock-based employee compensation plans — the 2008 Plan and the Employee Stock Purchase Plan (the “ESPP”).  The 2008 Plan provides for grants of (i) incentive and nonqualified stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) restricted stock units; and (v) other stock or cash-based incentive awards.  The maximum aggregate number of shares of Common Stock that may be issued under the 2008 Plan and to which awards may relate is 2,000,000 shares.

Under the ESPP, employees can elect to have up to the lesser of 100% of their annual wages or $8,500 withheld to purchase Atlanticus Common Stock.  The amounts deducted and accumulated by each participant are used to purchase shares of Common Stock at the end of each one-month offering period.  The price of stock purchased under the ESPP is approximately 85% of the fair market value per share of our Common Stock on the last day of the offering period.  All employees, excluding executive officers, are eligible to participate in the ESPP.

The following table provides information about option and restricted stock unit awards under our current and former equity incentive plans as of December 31, 2012.

Plan Category		Number of securities to be issued upon exercise of outstanding options and vesting of restricted stock units (1)				Weighted-average exercise price of outstanding options				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)(2)
Equity compensation plans previously approved by security holders			522,492			$	40.99				1,013,518
Equity compensation plans not approved by security holders			—				—				—
Total			522,492			$	40.99				1,013,518

(1)	Does not include outstanding shares of previously awarded restricted stock.

(2)	Includes 953,518 options or other share-based awards available under our 2008 Plan and 60,000 shares available under our ESPP as of December 31, 2012.

Related Party Transactions

Transactions with Related Persons

As part of our September 2012 tender offer, we purchased Common Stock at $10 per share from the following executive officers, directors and shareholders who own more than 5% of our Common Stock (or their affiliates) in the following amounts:

Name	Title/Relationship		Number of Shares				Total Purchase Price
David G. Hanna	Chief Executive Officer and Chairman of the Board			2,344,323			$	23,443,230
Richard R. House, Jr.	President and Director			100,240			$	1,002,400
Richard W. Gilbert	Chief Operating Officer			212,023			$	2,120,230
J.Paul Whitehead, III	Chief Financial Officer			49,949			$	499,490
Frank J. Hanna, III	Shareholder			2,344,324			$	23,443,240
Deal W. Hudson	Director			18,700			$	187,000
Mack F. Mattingly	Director			20,726			$	207,260
Thomas G. Rosencrants	Director			16,172			$	161,720

The purchases from the individuals listed above were on the same terms that were available to all of our shareholders.

As part of our April 2011 tender offer, we purchased Common Stock at $8 per share from the following executive officers and directors (or their affiliates) in the following amounts:

Name	Title		Number of Shares				Total Purchase Price
David G. Hanna	Chief Executive Officer and Chairman of the Board			3,656,028			$	29,248,224
Richard R. House, Jr.	President and Director			202,610			$	1,620,880
Richard W. Gilbert	Chief Operating Officer and Former Vice Chairman of the Board			330,654			$	2,645,232
J.Paul Whitehead, III	Chief Financial Officer			23,984			$	191,872
Frank J. Hanna, III	Former Director			3,656,028			$	29,248,224
Deal W. Hudson	Director			19,231			$	153,848
Mack F. Mattingly	Director			20,974			$	167,792
Thomas G. Rosencrants	Director			13,871			$	110,968
Gregory J. Corona	Former Director			29,574			$	236,592

The purchases from the individuals listed above were on the same terms that were available to all of our shareholders.

In June 2008, Mr. Rosencrants and two family members as joint tenants with right of survivorship purchased $200,000 principal amount of our 3.625% Notes from unrelated third parties at prevailing market prices.  In January 2009, two of Mr. Rosencrants’ immediate family members purchased $200,000 aggregate principal amount of the 3.625% Notes from unrelated third parties at prevailing market prices.  The 3.625% Notes bear interest at a rate of 3.625% per year, payable semi-annually in arrears.  Atlanticus repurchased all of these notes from the Rosencrants family in May 2012 at the full face value of such notes.  This repurchase was pursuant to a put option that was available to all holders of the 3.625% Notes and was on the same terms as those available to all note holders.  From January 1, 2011 through the repurchase date, Atlanticus paid the Rosencrants family an aggregate of $21,750 of interest and $400,000 of principal on these notes.

In June 2007, we entered into a sublease for 1,000 square feet of excess office space at our Atlanta headquarters, with HBR Capital, Ltd. (“HBR”), a company co-owned by David G. Hanna and his brother Frank J. Hanna, III. The sublease rate of $24.30 per square foot is the same as the rate that we pay on the prime lease. This sublease expires in May 2022.

In January 2013, HBR began leasing four employees from Atlanticus.  HBR reimburses Atlanticus for the full cost of such employees, based on the amount of time devoted to HBR.  From the inception of this arrangement through the record date, HBR has reimbursed Atlanticus approximately $26,000 for compensation and benefits related to these leased employees.

During 2012, we loaned $155,000 to yBuy, Inc. (“yBuy”); the loan bore interest at 5% and was secured by yBuy’s assets.  At the time of the loan, David G. Hanna was a director of yBuy, and an entity controlled by David G. Hanna and members of David G. Hanna’s immediate family was a shareholder of yBuy.  In November 2012, Mr. Hanna resigned from the Board of yBuy and the affiliated entity disposed of its stock in yBuy for a negligible amount.  In November 2012, we entered into an agreement with yBuy to purchase certain of yBuy’s assets for consideration equal to the outstanding balance of our loan to yBuy.  The assets purchased from yBuy included the rights to a domain name and other immaterial intangible assets.  Following the receipt of these assets, there is no outstanding balance on our loan to yBuy.  While the loan was outstanding, yBuy did not pay us any principal or interest.

Under a shareholders agreement into which we entered with David G. Hanna, Frank J. Hanna, III, Richard R. House, Jr., Richard W. Gilbert and certain trusts that were affiliates of the Hannas, following our initial public offering if (i) one or more of the shareholders accepts a bona fide offer from a third party to purchase more than 50% of the outstanding Common Stock, each of the other shareholders that is a party to the agreement may elect to sell his shares to the purchaser on the same terms and conditions, and (ii) shareholders that are a party to the agreement owning more than 50% of the Common Stock propose to transfer all of their shares to a third party, then such transferring shareholders may require the other shareholders that are a party to the agreement to sell all of the shares owned by them to the proposed transferee on the same terms and conditions.

In June 2007, a partnership formed by Richard W. Gilbert, Richard R. House, Jr., J.Paul Whitehead, III, K.K. Srinivasan (who was then our President (Credit Cards)) and other individual investors (including an unrelated third-party individual investor) acquired £4.7 million (approximately $9.2 million at that time) of class “B” notes originally issued to another investor out of our U.K. Portfolio securitization trust.  The acquisition price of the notes was the same price at which the original investor had sold $60 million of notes to another unrelated third party.  Due to various partnership member terminations in 2009 and 2010, only Mr. Gilbert, Mr. House and one other individual investor remained as partners in the partnership at December 31, 2010.  As of December 31, 2010, the outstanding balance of the notes held by the partnership was £1.1 million (approximately $1.6 million at that time).  In March 2011, an entity that is 50% owned by Atlanticus purchased all the outstanding notes originally issued out of the U.K. Portfolio securitization trust.  The notes held by the partnership comprised approximately 1.0% of the $165.8 million in total notes within the trust on December 31, 2010 and were subordinate to the senior tranches within the trust. While outstanding, the class “B” tranche bore interest at LIBOR plus 9%.  From January 1, 2009 through the date of repurchase, the partnership received approximately $46,000 of interest and no principal on these notes.

Review, Approval or Ratification of Transactions with Related Persons

Under Nasdaq Marketplace Rules, our Audit Committee (or another independent body of our Board of Directors) is required to conduct an appropriate review of all related party transactions for potential conflict of interest situations on an ongoing basis.  In accordance with our Audit Committee’s charter, the Audit Committee must review and determine whether to approve in advance any proposed related party transaction.  For these purposes, a “related party transaction” refers to any transaction that is required to be disclosed pursuant to Item 404 of Regulation S-K.

In addition, all of our employees, officers and directors are required to comply with the Atlanticus Holdings Corporation Code of Ethics. The Code of Ethics addresses, among other things, what actions are required when potential conflicts of interest may arise, including those from related party transactions. Specifically, if an employee, officer or director believes a conflict of interest exists or may arise, he or she is required to disclose immediately the nature and extent of the conflict, or potential conflict, to his or her supervisor, who, along with appropriate officials of Atlanticus, will evaluate the conflict and take the appropriate action, if any, to ensure that our interests are protected.  Any transaction between Atlanticus and another party on terms that are reasonably believed to be at least as favorable as the terms that we otherwise could have obtained from an unrelated third party shall not create a conflict of interest or cause a violation of the Code of Ethics, provided that (i) with respect to the directors and any member of senior management, the Audit Committee of the Board was given prior notice of such transaction and (ii) with respect to all other employees, our General Counsel was given prior notice of such transaction.  The rules in the Code of Ethics regarding conflicts of interest not only apply to all of our employees, officers and directors, but also to immediate family members and certain business associates of our employees, officers and directors.

There were no transactions that were required to be reported under “Related Party Transactions—Transactions with Related Persons” where the procedures described above did not require review, approval or ratification or where these procedures were not followed.

Security Ownership of Certain Beneficial Owners and Management

Beneficial Ownership Table

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the record date.  The information is provided with respect to (1) each person who is known by us to own beneficially more than 5% of the outstanding shares of Common Stock, (2) each of our directors, (3) each of our named executive officers and (4) all of our directors and executive officers, as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares the person has or shares voting or dispositive power over and any additional shares obtainable within 60 days through the exercise of options, warrants or other purchase rights.  Shares of Common Stock subject to options, warrants or other rights to purchase that are currently exercisable or are exercisable within 60 days of the record date (including shares subject to restrictions that lapse within 60 days of the record date) are deemed outstanding for purposes of computing the percentage ownership of the person holding such shares, options, warrants or other rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.  Unless otherwise indicated, each person possesses sole voting and investment power with respect to the shares identified as beneficially owned.  An asterisk indicates beneficial ownership of less than 1% of the Common Stock outstanding.

Name of Shareholder		Number of Shares				Percent of Class
Five Percent Shareholders (other than directors and named executive officers):
Frank J. Hanna, III(1)(2)			4,098,072				26.3	%
Dimensional Fund Advisors LP(3)			1,017,855				6.5	%
Aristeia Capital, L.L.C.(4)			1,000,000				6.4	%
Directors and Named Executive Officers:
Richard W. Gilbert(5)			370,633				2.4	%
David G. Hanna(1)(6)			4,098,072				26.3	%
Richard R. House, Jr.(7)			675,229				4.2	%
Deal W. Hudson(8)			48,688				*
Mack F. Mattingly(8)			52,232				*
Thomas G. Rosencrants(8)(9)			44,269				*
J.Paul Whitehead, III			87,315				*
Directors and executive officers as a group (7 persons)			5,376,438				33.4	%

(1)         The address of the indicated holders is c/o Atlanticus Holdings Corporation, Five Concourse Parkway, Suite 400, Atlanta, Georgia 30328.

(2)         Includes 4,098,072 shares of Common Stock held by FSH Capital, LLC (“FSH”); Frank J. Hanna, III possesses the power to vote and dispose of the shares of Common Stock held by FSH.  All of the shares of Common Stock held by FSH have been pledged to secure the loan referred to in footnote (6) below.  Excludes 4,098,072 shares of Common Stock that have been pledged to an entity controlled by Frank J. Hanna, III and members of Frank J. Hanna, III’s immediate family to secure a loan to an entity controlled by David G. Hanna and members of David G. Hanna’s immediate family.  The pledge agreement, prior to default, does not grant to the pledgee (i) the power to vote or to direct the vote of the pledged shares or (ii) the power to dispose or direct the disposition of the pledged shares.

(3)         Based on a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC on February 11, 2013.  Dimensional has sole power to vote or to direct the vote of 988,207 shares of Common Stock and sole power to dispose or to direct the disposition of 1,017,855 shares of Common Stock.  Dimensional, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts, collectively, the “Dimensional Funds”).  In certain cases, subsidiaries of Dimensional may act as an adviser or sub-adviser to certain Dimensional Funds.  In its role as investment advisor, sub-adviser and/or manager, neither Dimensional nor its subsidiaries possess voting and/or investment power over the shares of Common Stock that are owned by the Dimensional Funds, and may be deemed to be the beneficial owner of the shares of Common Stock held by the Dimensional Funds.  However, all shares of Common Stock are owned by the Dimensional Funds.  Dimensional disclaims beneficial ownership of such shares of Common Stock.  Dimensional’s address is Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(4)         Based on a Schedule 13G filed by Aristeia Capital, L.L.C. (“Aristeia”) with the SEC on February 14, 2013.  These shares of Common Stock are held by one or more private funds (the “Aristeia Funds”) managed or advised by Aristeia.  Aristeia has voting and investment control with respect to the shares of Common Stock held by the Aristeia Funds.  Although each of Aristeia and certain of its affiliates may be deemed the beneficial owner of the shares of Common Stock held by the Aristeia Funds pursuant to Rule 13d-3 under the Exchange Act, none owns shares of Common Stock directly.  Aristeia’s address is 136 Madison Avenue, 3 rd Floor, New York, New York 10016.

(5)         Includes 279,608 shares of Common Stock held by Gilbert Capital LLC and 91,025 shares of Common Stock held by Gilbert & Gilbert, LLLP.

(6)         Includes 4,098,072 shares of Common Stock held by DKH Capital, LLC (“DKH”); David G. Hanna possesses the power to vote and dispose of the shares of Common Stock held by DKH.  All of the shares of Common Stock held by DKH have been pledged to secure the loan referred to in footnote (2) above.  Excludes 4,098,072 shares of Common Stock that have been pledged to an entity controlled by David G. Hanna and members of David G. Hanna’s immediate family to secure a loan to an entity controlled by Frank J. Hanna, III and members of Frank J. Hanna, III’s immediate family.  The pledge agreement, prior to default, does not grant to the pledgee (i) the power to vote or to direct the vote of the pledged shares or (ii) the power to dispose or direct the disposition of the pledged shares.

(7)         Includes (i) stock options that are exercisable within 60 days of the record date to purchase 500,000 shares of Common Stock and (ii) 14,458 shares of Common Stock pledged, along with other assets, to secure a line of credit, against which there was no drawn or outstanding balance as of the record date.

(8)         Includes shares of restricted stock over which the holder has sole voting but no investment power, as set forth below:

Name		Shares of Restricted Stock
Deal W. Hudson			26,000
Mack F. Mattingly			26,000
Thomas G. Rosencrants			26,000

(9)         Includes (i) 1,446 shares of Common Stock held jointly with Mr. Rosencrants’ wife and shares held in an IRA account and (ii) 18,396 shares of Common Stock pledged to secure a loan.

Changes in Control

Except for the loans described in footnotes (2) and (6) under “Security Ownership of Certain Beneficial Owners and Management—Beneficial Ownership Table,” there are no arrangements, known to Atlanticus, including any pledge by any person of securities of Atlanticus or any of its parents, the operation of which may at a subsequent date result in a change in control of Atlanticus.

Section 16( a ) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of any class of our equity securities, who collectively we generally refer to as insiders, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock and other equity securities of Atlanticus.  Our insiders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file.  Based solely upon a review of the copies of the forms furnished to us, we believe that during the 2012 fiscal year our insiders complied with all applicable filing requirements.

Shareholder Proposals

The 2014 Annual Meeting of Shareholders is anticipated to be held in May 2014.  Under Rule 14a-8 promulgated by the SEC under the Exchange Act, any proposal that a shareholder intends to be presented at the 2014 Annual Meeting via the proxy statement and form of proxy to be distributed by us in connection with the 2014 Annual Meeting, must be received by the Secretary of Atlanticus at our principal executive offices prior to December 13, 2013.  However, if the 2014 Annual Meeting is held on a date more than 30 days before or after May 10, 2014 (the anniversary date of the 2013 Annual Meeting), shareholder proposals for the 2014 Annual Meeting must be submitted a reasonable time before we begin to print and send our proxy materials.  Shareholder proposals received after this date will be considered untimely under Rule 14a-8.

If a shareholder desires to bring a matter before the meeting that is not the subject of a proposal meeting the SEC proxy rule requirements for inclusion in the proxy statement, the shareholder must follow procedures outlined in Atlanticus’ Amended and Restated Bylaws in order to personally present the proposal at the meeting.  One of the procedural requirements is timely notice in writing of the business the shareholder proposes to bring before the meeting.  Written notice must be received by the Secretary of Atlanticus no earlier than December 11, 2013 and no later than January 10, 2014.  Any proposal brought directly before the 2013 Annual Meeting via a shareholder’s written notice will not be included in next year’s proxy statement or form of proxy to be distributed by us in connection with the 2014 Annual Meeting.  In the event that our 2014 Annual Meeting is called for a date that is not within 60 days before or after May 10, 2014 (the anniversary date of the 2013 Annual Meeting), the written notice must be received not later than the close of business on the tenth day following the earlier of (1) the date on which notice of the annual meeting date was mailed or (2) the date public disclosure of the meeting date was made.

We reserve the right to decline to include in our proxy materials any shareholder’s proposal that does not comply with the rules of the SEC for inclusion therein.  We will furnish copies of the applicable Bylaw provisions that set forth the requirements for a shareholder’s written notice upon written request to the Secretary of Atlanticus at the address listed above.

Appendix A