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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

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October 8, 2012

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of DFC Global Corp., a Delaware corporation, to be held at The Boca Raton Bridge Hotel located at 999 East Camino Real, Boca Raton, Florida 33432 on Thursday, November 8, 2012, at 8:30 a.m., Eastern Standard Time.

We describe in detail the actions that we expect to take at our Annual Meeting in the attached Notice of 2012 Annual Meeting of Stockholders and proxy statement. Included with the proxy statement is a copy of our Annual Report for our fiscal year ended June 30, 2012. We encourage you to read our Annual Report. It includes information on our operations and services, as well as our consolidated audited financial statements.

Please use this opportunity to take part in our corporate affairs by voting on the business to come before the Annual Meeting. Whether or not you plan to attend our Annual Meeting, please complete, sign, date and return the accompanying proxy in the enclosed postage-paid envelope or vote electronically via the Internet or telephone. See “How Do I Vote?” in the proxy statement for more details. Returning the proxy or voting electronically does NOT deprive you of your right to attend the Annual Meeting or to vote your shares owned of record by you in person for the matters acted upon at the meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Jeffrey A. Weiss

Chairman and Chief Executive Officer

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1436 LANCASTER AVENUE, SUITE 300

BERWYN, PA 19312

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 2012: The Notice of Annual Meeting, Proxy Statement and 2012 Annual Report to Stockholders are available at http://www.dfcglobalcorp.com/ir.

By order of the Board of Directors

Roy W. Hibberd

Senior Vice President,

General Counsel and Secretary

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DFC GLOBAL CORP.

1436 LANCASTER AVENUE, SUITE 300

BERWYN, PA 19312

(610) 296-3400

PROXY STATEMENT

DATED OCTOBER 8, 2012

FOR THE ANNUAL MEETING OF STOCKHOLDERS

to be held on November 8, 2012

We are providing these proxy materials to you in connection with our 2012 Annual Meeting of Stockholders, which we refer to in these proxy materials as the Annual Meeting. This proxy statement and the attached Annual Report on Form 10-K for our fiscal year ended June 30, 2012, which we refer to in these proxy materials as fiscal 2012, are being made available to our stockholders beginning on or about October 8, 2012. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

Our board of directors is soliciting your vote at the 2012 Annual Meeting of Stockholders.

What is the purpose of the Annual Meeting?

You will be voting on:

What is the board of directors’ recommendations?

Our board of directors recommends a vote:

Who is entitled to vote at the Annual Meeting?

Our board of directors has set September 21, 2012 as the record date for the Annual Meeting, which we refer to in these proxy materials as the record date. All stockholders who owned our common stock at the close of business on September 21, 2012 may vote at the Annual Meeting, either in person or by proxy.

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How many votes do I have?

You have one vote for each share of our common stock that you owned at the close of business on the record date, provided that on the record date those shares were either held directly in your name as the stockholder of record or were held for you as the beneficial owner through a broker, bank or other nominee.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record.    If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered to be the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to use.

Beneficial Owner.    If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares held in “street name,” and this proxy statement and the accompanying materials are being forwarded to you by your broker, bank or nominee, which is considered to be the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a proxy, executed in your favor, from the holder of record of such shares.

How many votes can be cast by all stockholders?

Each share of our common stock is entitled to one vote. There is no cumulative voting. As of the record date, there were 43,273,834 shares of common stock outstanding and entitled to vote.

How many votes must be present to hold the Annual Meeting?

A majority of the outstanding shares of our common stock as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares will be counted as being present at the Annual Meeting if either you are present and vote in person at the Annual Meeting or a proxy card has been properly submitted by you or on your behalf and such proxy card indicates a vote on at least one matter to be considered at the Annual Meeting. Both abstentions and “broker non-votes” (under certain circumstances described below) are counted as present for the purpose of determining the presence of a quorum.

What if I don’t vote for some of the items listed on my proxy card or voting instruction card?

If you return your signed proxy card in the enclosed envelope but do not mark selections, your shares will be voted in accordance with the recommendations of our board of directors. If you indicate a choice with respect to any matter to be acted upon on your proxy card, your shares will be voted in accordance with your instructions.

If you are a beneficial owner and hold your shares in street name through a broker and do not give voting instructions to the broker, the broker will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters, including the uncontested election of directors. As a result, if you are a beneficial owner and hold your shares in street name, but do not give your broker or other nominee instructions on how to vote your shares with respect to the election of directors, no votes will be cast on your behalf.

If you do not provide voting instructions to your broker, and your broker indicates on its proxy card that it does not have discretionary authority to vote on a particular proposal, your shares will be considered to be “broker

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non-votes” with regard to that matter. Proxy cards that reflect a broker non-vote with respect to at least one proposal to be considered at the Annual Meeting (so long as they do not apply to all proposals to be considered) will be considered to be represented for purposes of determining a quorum but generally will not be considered to be entitled to vote with respect to that proposal. Broker non-votes are not counted in the tabulation of the voting results with respect to proposals that require a plurality of the votes cast or proposals that require a majority of the votes cast. With respect to a proposal that requires a majority of the outstanding shares (of which there are presently none for this Annual Meeting), a broker non-vote has the same effect as a vote against the proposal.

What is the vote required to pass each proposal to be presented at the Annual Meeting?

With respect to Proposal No. 1, you may vote “For” both nominees, “Withhold” your vote as to both nominees, or vote “For” one nominee and “Withhold” your vote for the other nominee. The two nominees receiving the most “For” votes will be elected. A properly executed proxy marked “Withhold” with respect to the election of either or both directors will not be voted with respect to the director or directors indicated. Proxies may not be voted for more than two nominees for director, and stockholders may not cumulate votes in the election of directors.

With respect to Proposals Nos. 2 and 3, you may vote “For”, “Against” or “Abstain”. If you “Abstain” from voting on either of these Proposals, the abstention will have the same effect as an “Against” vote.

Can I change or revoke my vote after I return my proxy card or voting instruction card?

Yes. Even if you sign the proxy card or voting instruction card in the form accompanying this proxy statement, vote by telephone or vote on the Internet, you retain the power to revoke your proxy or change your vote. If you are a stockholder of record, you can revoke your proxy or change your vote at any time before it is exercised by giving written notice to our Secretary, DFC Global Corp., 1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania 19312, specifying such revocation. You may also change your vote by timely delivery of a later-dated vote by telephone or on the Internet, or by voting by ballot at the Annual Meeting. If you hold your shares through a broker, bank or other nominee, you can revoke your proxy by contacting the broker, bank or other nominee and submitting a later dated voting instruction card.

Who can attend the Annual Meeting?

All stockholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting. Each stockholder may also bring one guest to the Annual Meeting, space permitting. Only stockholders of record will be entitled to speak at the Annual Meeting.

What do I need to attend the Annual Meeting and when should I arrive?

In order to be admitted to the Annual Meeting, a stockholder must present an admission ticket or proof of ownership of our common stock on the record date.

An admission ticket is provided on the back cover page of your proxy statement. If you plan to attend the Annual Meeting, please keep this ticket and bring it with you to the Annual Meeting. If a stockholder does not bring an admission ticket, proof of ownership of our common stock on the record date will be needed to be admitted. If your shares are held in the name of a bank, broker or other holder of record, a brokerage statement or letter from the bank or broker is an example of proof of ownership.

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Any holder of a proxy from a stockholder must present the proxy card, properly executed, and an admission ticket to be admitted. Stockholders and proxy holders must also present a form of government-issued photo identification such as a passport or driver’s license.

Admission to the Annual Meeting will begin at 8:00 a.m., Eastern Standard Time on November 8, 2012. Seating will be limited. In order to ensure that you are seated by the commencement of the Annual Meeting at 8:30 a.m., we recommend that you arrive early.

The Annual Meeting will be held at The Boca Raton Bridge Hotel located at 999 East Camino Real, Boca Raton, Florida 33432. When you arrive, signs will direct you to the appropriate meeting room. Please note that due to security reasons, all bags will be subject to search. We will be unable to admit anyone who does not comply with these security procedures. Cameras and other recording devices will not be permitted in the meeting room.

Who pays for the proxy solicitation and how will we solicit votes?

We will bear the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, our directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or e-mail. They will not be paid any additional compensation for such solicitation. We will request brokers and nominees who hold shares of our common stock in their names to furnish proxy materials to beneficial owners of the shares. We will reimburse such brokers and nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners.

How can I access DFG Global Corp.’s proxy materials and annual report electronically?

This proxy statement and our 2012 Annual Report are available on our website at http://www.dfcglobalcorp.com/ir.

Is a list of stockholders available?

A list of stockholders of record entitled to vote at the Annual Meeting will be available for review by stockholders at the Annual Meeting. The list will also be available for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting, during normal business hours, at our principal executive offices at DFC Global Corp., 1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania 19312.

How do I find out the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published in a Current Report on Form 8-K which we will file with the SEC within 4 business days following the Annual Meeting. After that Form 8-K has been filed, you may obtain a copy by visiting our website, by contacting our Investor Relations by writing to Investor Relations, DFC Global Corp., 1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania 19312 or by sending an email to investor@dfg.com.

What is the address of DFC Global Corp.’s principal executive offices?

Our principal executive offices are located at 1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania 19312.

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HOW DO I VOTE?

Your vote is important. You may vote by telephone, on the Internet, by mail or by attending the Annual Meeting and voting by ballot, all as described below. For our stockholders of record, telephone and Internet voting facilities are available now and will be available 24 hours a day until 11:59 p.m., Eastern Standard Time, on November 7, 2012.

Vote by Telephone

Vote on the Internet

Vote by Mail

Voting at the Annual Meeting

The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the meeting and vote in person. However, if your shares are held in the name of a broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record of your shares to be able to vote at the Annual Meeting. You should allow yourself enough time prior to the Annual Meeting to obtain this proxy from the holder of record of your shares.

Those shares represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy card will be voted as recommended by our board of directors.

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BOARD OF DIRECTORS

Our board of directors is composed of six directors. Our bylaws provide for a classified board of directors, consisting of three classes of directors (Class A, Class B and Class C), with each class serving a staggered three-year term. As a result, only a portion of our board of directors is elected each year. The two director nominees identified below are nominated for election by our stockholders at the Annual Meeting as Class B directors, each to hold office for a three-year term expiring in 2015 or until his successor is duly elected and qualified.

Unless otherwise specified in the accompanying proxy, the shares voted pursuant thereto will be cast for each of David Jessick and Michael Kooper. If, for any reason, either nominee is unable or unwilling to serve, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate or our board of directors may reduce the number of directors. Our board of directors, however, has no reason to believe that either of the nominees will be unable or unwilling to be a candidate for election at the time of the Annual Meeting.

The following biographical information is furnished as to each nominee for election as a director and each of our current directors:

Proposed Nominees for Election as Class B Directors for a Three-Year Term Continuing Until the 2015 Annual Meeting of Stockholders

David Jessick, 59, has served as a director since 2005. Self-employed since 2005, Mr. Jessick served as a consultant to the Chief Executive and Senior Financial staff at Rite Aid Corporation, a drugstore chain, from July 2002 to February 2005. Mr. Jessick served as Rite Aid’s Senior Executive Vice President and Chief Administrative Officer from December 1999 to June 2002. Prior to that, from February 1997 to June 1999, Mr. Jessick was the Chief Financial Officer and Executive Vice President of Finance and Investor Relations for Fred Meyer, Inc., a retail food chain. From 1979 to 1996, he held various roles of increasing responsibility at Thrifty PayLess Holdings, Inc., a pharmacy holding company, including Executive Vice President and Chief Financial Officer from 1993 to 1996. Mr. Jessick began his career as a Certified Public Accountant for Peat, Marwick, Mitchell & Co., an accounting firm. He currently serves on the board of directors of Big 5 Sporting Goods Corporation (audit committee chair, nominating committee member and compensation committee member) and Rite Aid Corporation (audit committee chair). From 2005 to 2007, Mr. Jessick served as the chairman of the board of directors of Pathmark Stores, Inc., from 2005 to 2008, Mr. Jessick served as a member of the board of directors of Pinnacle Foods Group, Inc., and from 2005 to 2009, Mr. Jessick served as a member of the board of directors of Source Interlink Companies, Inc. We believe that Mr. Jessick is qualified to serve on our board of directors because of his extensive accounting and financial experience, his current and prior service on the board of directors of other publicly and privately held companies, including membership on multiple audit committees, and his management and operational experience, including his more than 30 years’ experience as a corporate executive and chief financial officer of publicly traded companies in the retail sector.

Michael Kooper, 77, has served as a director since 2008. Since November 2004, Mr. Kooper has been the Area Chairman of Gallagher Benefit Services, Inc., a benefits consulting firm. From December 1998 until November 2004, Mr. Kooper was the President of The Kooper Group, a benefits consulting firm. We believe that Mr. Kooper is qualified to serve on our board of directors because of his extensive management and strategic experience, including his experience in the employee benefits area.

Class C Members of the Board of Directors Continuing in Office for a Term Expiring at the 2013 Annual Meeting

Clive Kahn, 55, has served as a director since 2007. Mr. Kahn, a chartered accountant, has served since August 2007 as the Chief Executive Officer of Cardsave Group, Ltd., a provider of point of sale terminals and credit card processing facilities. Prior to that, Mr. Kahn was the Chief Executive Officer of Travelex Limited, a provider of foreign exchange and international payment services. Prior to becoming Chief Executive Officer, Mr. Kahn was the Chief Financial Officer of Travelex. Mr. Kahn was employed by Travelex for 21 years. Prior to his employment with Travelex, Mr. Kahn practiced as a chartered accountant with the firm of BDO Stoy Hayward, an audit, accounting and business services firm. We believe that Mr. Kahn is qualified to serve on our board of directors

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because of his extensive management and operational experience, including his experience in the foreign exchange and financial services industries, as well as his financial and accounting experience.

John Gavin, 56, has served as a director since 2007. Presently, Mr. Gavin is serving as an Operating Partner with LLR Partners, a growth-oriented private equity firm with $1.3 billion under management. Mr. Gavin previously served as the Vice Chairman, and was the Chief Executive Officer and President of DBM (Drake, Beam, Morin), an international career management and transitions management firm. Before joining DBM in 2006, Mr. Gavin was President and Chief Operating Officer of Right Management Consultants, a global provider of integrated consulting solutions across the employment lifecycle. Mr. Gavin originally joined Right Management as Executive Vice President of Business Development in 1996. Prior to joining Right Management, Mr. Gavin was a partner at Andersen Worldwide, an international management and systems consulting firm. Mr. Gavin also previously served as a director of Interline Brands, Inc., a distributor of maintenance, repair and operating products, and CSS Industries, Inc., a consumer products company. From 2000 to 2005, Mr. Gavin was a director of Opinion Research Corporation, a global marketing research firm. We believe that Mr. Gavin is qualified to serve on our board of directors because of his extensive management and operational experience, his current and prior service on the board of directors of other publicly and privately held companies and his financial and accounting experience, including his experience as a certified public accountant with a nationally recognized public accounting firm and his service on the audit committees of other publicly held companies.

Class A Members of the Board of Directors Continuing in Office for a Term Expiring at the 2014 Annual Meeting

Jeffrey A. Weiss, 69, has served as our Chairman and Chief Executive Officer since an affiliate of Bear Stearns & Co. Inc., an investment banking firm, acquired us in 1990. Until 1992, Mr. Weiss was also a Managing Director at Bear Stearns & Co. with primary responsibility for that firm’s investments in small to mid-sized companies, in addition to serving as chairman and chief executive officer for several of these companies. We believe that Mr. Weiss is qualified to serve on our board of directors because of his extensive operational experience with us and his knowledge of our industry.

Ronald McLaughlin, 61, has served as a director since 2008. Mr. McLaughlin founded Chapman Inc., a consulting firm, in 2000 and since that time has worked with a variety of clients, directly and through Chapman Inc. or a partnership with McLaughlin-Moses, a consulting firm, on a diverse array of mandates, including raising investment capital, strategic government relations and developing strategic alternatives for businesses that would benefit from effective partnering with the Canadian government. From 1997 to 2000, Mr. McLaughlin was the Chief of Staff for the Premier of the Province of Ontario. He also previously served on the board of directors of Pro-Demnity Insurance Company. We believe that Mr. McLaughlin is qualified to serve on our board of directors because of his extensive management and operational experience and his understanding of matters relating to the Canadian marketplace.

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PRACTICES AND STRUCTURE

OF THE BOARD OF DIRECTORS

Meetings of Our Board of Directors

Our business, property and affairs are managed under the direction of our board of directors. Members of our board of directors are kept informed of our business through discussions with our Chairman and Chief Executive Officer, our President, our Executive Vice President and Chief Financial Officer, and other officers and employees, by reviewing materials provided to them, by visiting our offices and by participating in meetings of our board of directors and its committees.

Our board of directors met eight times during fiscal 2012. Each incumbent director attended at least 75% of the aggregate meetings of our board during fiscal 2012 that were held following his election and of the meetings held by all committees on which he served.

Director Attendance at the Annual Meeting

It is our policy that all of our board members attend annual meetings of stockholders, except where the failure to attend is due to unavoidable circumstances or conflicts. All of our directors attended our 2011 annual meeting of stockholders.

Communications with Our Board of Directors

Our board of directors recommends that stockholders deliver any communications with our board in writing by sending them in care of our Secretary. Stockholders may send such communications by email to Roy W. Hibberd, our Senior Vice President, General Counsel and Secretary, at roy.hibberd@dfg.com, or by mail to Secretary, DFC Global Corp., 1436 Lancaster Avenue, Suite 300, Berwyn, PA 19312. The name(s) of any specific intended board recipient(s) should be noted in the communication.

Director Independence

No director is deemed to be independent unless our board of directors affirmatively determines that the director has no material relationship with us, directly or as an officer, stockholder or partner of an organization that has a material relationship with us and, in doing so, our board of directors considers information regarding the relationships between each director and his family, on the one hand, and us, on the other. In assessing director independence, our board of directors considers all commercial, charitable or other business relationships that any director may have with us and our affiliates, including those reported under “Certain Relationships and Related Transactions” below. The “independence” definition of the Nasdaq Global Select Market, which we refer to as Nasdaq, includes a series of objective tests, such as that the director is not an employee of ours and has not engaged in various types of business dealings with us. In addition, as further required by Nasdaq listing requirements, our board of directors has made a subjective determination with respect to each independent director that no relationships exist which, in the opinion of our board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management. As a result of its review, our board of directors affirmatively determined that all of our directors (other than Mr. Weiss) are independent of us and our management under Nasdaq’s “independence” definition and that the audit committee, corporate governance and nominating committee and human resources and compensation committee are comprised exclusively of independent directors under applicable Nasdaq rules. Mr. Weiss is not considered to be independent because of his employment as one of our executives. Our board of directors has determined that the directors who serve as members of the audit committee are also “independent” for purposes of Section 10(A)(3) of the Securities Exchange Act of 1934, as amended.

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Committees of our Board of Directors

Our board of directors maintains standing audit, corporate governance and nominating and human resources and compensation committees, each of which is described below.

Audit Committee

The audit committee assists our board of directors in overseeing:

The audit committee’s charter was adopted by our board of directors in February 2005, and was amended most recently in April 2005. A current copy of the audit committee charter is available on our website at http://www.dfg.com/corporategovernance.asp.

Our Code of Business Conduct and Ethics includes information regarding procedures established by the audit committee for the submission of complaints about our accounting or auditing matters. Our Code of Business Conduct and Ethics is applicable to our executives, employees and directors, and reflects and reinforces our commitment to integrity in the conduct of our business. Amendments to our Code of Business Conduct and Ethics and any grant of a waiver from a provision of our Code of Business Conduct and Ethics requiring disclosure under applicable Securities and Exchange Commission rules will be disclosed on our website, http://www.dfcglobalcorp.com. A copy of our Code of Business Conduct and Ethics is available at http://www.dfg.com/ethics.asp. A copy of our Code of Business Conduct and Ethics may also be obtained upon request by writing to Secretary, DFC Global Corp., 1436 Lancaster Avenue, Suite 300, Berwyn, PA 19312.

The audit committee currently consists of Messrs. Jessick (Chairman), Gavin and Kahn, each of whom is independent within the meaning of the Securities and Exchange Commission regulations and the listing requirements of Nasdaq. The audit committee met eight times during fiscal 2012.

Each member of the audit committee is financially literate, knowledgeable and qualified to review financial statements. Our board of directors has determined that Mr. Jessick is qualified as an “audit committee financial expert” within the meaning of Securities and Exchange Commission regulations. Our board of directors reached its conclusion as to the qualifications of Mr. Jessick based on his education and experience in analyzing financial statements of a variety of companies, most notably as the Chief Financial Officer and Executive Vice President of Finance and Investor Relations for Fred Meyer, Inc. from February 1997 to June 1999 and as the Executive Vice President and Chief Financial Officer at Thrifty Payless Holdings, Inc. from 1993 to 1996. He is currently also a director of Rite Aid Corporation, where he serves as the audit committee chairman, and Big 5 Sporting Goods Corporation, where he serves as the audit committee chairman and a nominating committee and compensation committee member. Consistent with Nasdaq listing requirements, our board of directors has determined that Mr. Jessick’s concurrent service on these boards and committees does not impair his ability to effectively serve on the audit committee.

Corporate Governance and Nominating Committee

The corporate governance and nominating committee is responsible for:

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The corporate governance and nominating committee amended its charter on September 24, 2008. A current copy of the amended and restated corporate governance and nominating committee charter is available on our website at http://www.dfg.com/corporategovernance.asp. The corporate governance and nominating committee met one time during fiscal 2012.

The corporate governance and nominating committee currently consists of Messrs. Gavin (Chairman), Kahn, Kooper, Jessick and McLaughlin, each of whom is independent within the meaning of Nasdaq listing requirements and the charter of the corporate governance and nominating committee.

Human Resources and Compensation Committee

The human resources and compensation committee is authorized to determine compensation for our senior executives and non-employee directors. The human resources and compensation committee met ten times during fiscal 2012. The human resources and compensation committee amended its charter on September 24, 2008. A current copy of the amended and restated human resources and compensation committee charter is available on our website at http://www.dfg.com/corporategovernance.asp.

The human resources and compensation committee currently consists of Messrs. McLaughlin (Chairman) and Kooper, each of whom is independent within the meaning of Nasdaq listing requirements, a “nonemployee director” within the meaning of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code.

See “Executive Officer and Executive Compensation — Compensation Discussion and Analysis”, “— Report of the Compensation Committee” and “— Human Resources and Compensation Committee Processes and Procedures” below for more information regarding the human resources and compensation committee.

Board Leadership Structure

Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of our board of directors, as our board of directors believes it is in our best interests to make that determination based on the position and direction of the Company and the membership of our board of directors. Our board of directors has determined that having our Chief Executive Officer serve as Chairman of our board of directors is in the best interest of the our stockholders at this time. This structure makes the best use of our Chief Executive Officer’s extensive knowledge of us and our industry, as well as fostering greater communication between our management and our board of directors. Our board of directors has not appointed a lead independent director. The non-management members of our board of directors, however, meet periodically, and no less than twice per fiscal year, in executive session to discuss the effectiveness of our management, the quality of our board of directors meetings and any other issues or concerns.

Director Nominations

In making its recommendations as to nominees for election to our board of directors, the corporate governance and nominating committee may consider, in its sole judgment, recommendations of our Chief Executive Officer, other directors, senior executives, stockholders and third parties. The corporate governance and nominating committee may also retain third-party search firms to identify potential nominees.

Stockholders desiring to recommend nominees should submit their recommendations in writing to Secretary, DFC Global Corp., 1436 Lancaster Avenue, Suite 300, Berwyn, PA 19312. Recommendations for nominees for director for the 2013 annual meeting of stockholders must be received by June 10, 2013 to be eligible to be included in the proxy statement for that meeting. Recommendations from stockholders should include pertinent information concerning the proposed nominee’s background and experience. The corporate governance and nominating committee may consider, as one of the factors in its evaluation of stockholder recommended nominees, the size and duration of the interest of the recommending stockholder or stockholder group in our capital stock. The corporate governance and nominating committee may also consider the extent to which the recommending stockholder intends to continue holding its interest in our capital stock, including, in the case of nominees recommended for election at an annual meeting of stockholders, whether the recommending stockholder intends to continue holding its interest at least through the time of such annual meeting.

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Based on the information provided to the corporate governance and nominating committee, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the corporate governance and nominating committee may conduct interviews, obtain additional background information and conduct reference checks of potential nominees. The corporate governance and nominating committee may also ask potential nominees to meet with management and other members of our board of directors. After completing this evaluation process, the corporate governance and nominating committee makes a recommendation to the full board of directors, which makes the final determination whether to nominate the candidate as a director.

In evaluating a candidate, our board of directors, with the assistance of the corporate governance and nominating committee, takes into account a variety of factors as it deems appropriate, including the following:

The corporate governance and nominating committee also considers such other factors as it deems appropriate, including a nominee’s integrity, experience, achievements, judgment, intelligence, personal character and capacity to make independent analytical inquiries, ability and willingness to devote adequate time to board duties, and the likelihood that he or she will be able to serve on our board for a sustained period. The corporate governance and nominating committee also considers factors such as global experience, experience as a director of a public company and knowledge of relevant industries. Although neither the corporate governance and nominating committee nor our board of directors has a specific policy with regard to the consideration of diversity in identifying director nominees, the corporate governance and nominating committee gives due consideration to our board’s overall balance of diversity of perspectives, backgrounds and experiences when selecting individuals for nomination for election to our board of directors.

Risk Oversight

Our board of directors assumes an active role, as a whole and also at the committee level, in overseeing management of our risks. Our board of directors regularly receives reports from senior management on areas of material risk to us, including our credit, liquidity, operational and legal and regulatory risks. Pursuant to its charter, the audit committee reviews our major financial risk exposures and the steps management has taken to monitor and control such exposures, and it also meets periodically with management to discuss risk assessment and risk management. In addition, the human resources and compensation committee oversees the management of risks relating to our executive and non-executive compensation plans and arrangements, and the nominating and corporate governance committee manages risks associated with the independence of our board of directors and potential conflicts of interest. Although each committee oversees certain risks and the management of such risks, our entire board of directors is regularly informed through committee reports about such risks.

Ethics Hotline

We encourage our employees to raise possible ethical issues which they believe may exist within our Company. We maintain an ethics hotline that is available 24 hours a day, seven days a week, and which is centrally answered by an independent, third-party service. Callers may remain anonymous and, to further protect the caller’s anonymity, the telephone compliance hotline staff does not identify the gender of the caller, tape record the call or use “caller ID” or other methods to identify the telephone number of the caller. We prohibit retaliatory action against any individual for raising possible ethical issues, and employees at all levels are prohibited from retribution against anyone for reporting or supplying information about an ethical concern.

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Director Compensation

Compensation for Fiscal 2012

The following table sets forth compensation paid to our non-employee directors during the year ended June 30, 2012:

Compensation of Independent Directors

Our independent directors are eligible to receive the following annual compensation:

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In addition, at the first board meeting after each annual meeting of stockholders, the then-current non-employee members of our board of directors are entitled to receive a grant of restricted stock units as well as options to purchase shares of our common stock. These awards vest on the earliest of (a) the date of the next annual meeting of stockholders, (b) the first anniversary of the grant, (c) the death of the recipient, or (d) our change in control. The aggregate annual award to each non-employee board member is made in an amount, calculated in accordance with generally accepted accounting principles, equal to two-times the average annual cash compensation for the non-employee members who served on our board of directors for the entire prior fiscal year, with one-half of such value represented as an option grant to purchase shares of our common stock and one-half of such value represented as restricted stock units. If a board member joins our board of directors after a grant date, such director will receive a prorated award on the date of joining our board.

The shares of our common stock purchased on exercise of the options issued to non-employee directors cannot be sold until the earlier of (a) our change in control, or (b) the 91st day after the recipient ceases to serve on our board of directors, except to the extent necessary to generate funds to pay taxes incurred upon exercise of options. Shares of our common stock underlying restricted stock units granted to our non-employee directors will be delivered upon the first to occur of (a) our change in control, or (b) the earlier of (i) the 91st day after the recipient ceases to serve on the board or (ii) the 15th day of the third month following the calendar year in which the recipient ceases to serve on the board or in any employment or consulting role with us, except to the extent (subject to compliance with Section 409A of the Internal Revenue Code) necessary to generate funds to pay taxes incurred with regard to the units.

At the election of a non-employee member of our board of directors, such member’s board retainer and meeting fees will be paid in vested restricted stock units (subject to the delivery rules set forth in the paragraph above) rather than in cash. The election to receive board retainer and meeting fees in vested restricted stock units must be made by the non-employee director prior to December 31st of the calendar year preceding the fiscal year in which such fees are earned.

In addition, Messrs. Gavin, Jessick, Kooper and McLaughlin participate in our health benefit program with the full cost paid by us.

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SECURITIES OWNERSHIP

The following table sets forth information as of September 21, 2012 regarding the beneficial ownership of our common stock by each director, by each executive officer named in the “2012 Summary Compensation Table” appearing elsewhere in this proxy statement, by all directors and executive officers as a group, and by each person known to us to be the beneficial owner of more than 5% of our outstanding common stock. Except as indicated below, to our knowledge, all of such common stock is owned directly, and the indicated person has sole voting and investment power.

We have calculated beneficial ownership in accordance with the rules of the Securities and Exchange Commission. Shares of our common stock subject to options currently exercisable or exercisable within 60 days of September 21, 2012 are deemed to be outstanding for calculating the percentage of outstanding shares of the person holding those options, but are not deemed outstanding for calculating the percentage of any other person. As of September 21, 2012, there were a total of 43,273,834 shares of our common stock issued and outstanding. Unless otherwise indicated below in the footnotes to the table, the address of each officer and director is c/o DFC Global Corp., 1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania 19312.

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EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION

Executive Officers

The following are biographical summaries of our executive officers, except for Mr. Weiss, whose biography is included under the heading “Board of Directors.”

Kenneth Schwenke, 59, has served as our President since November 14, 2011, and prior to that he served as a member of our board of directors from 2006 through November 10, 2011. Prior to his employment with us, Mr. Schwenke was a managing partner of Gravitas LLC, a consulting and executive search firm that he founded in 2007. In 2001, Mr. Schwenke started and managed the Off-Campus Dining Network, which was sold to Sodexo, Inc. in 2006. Prior to that, Mr. Schwenke held a series of positions, including roles as a senior human resources executive for companies including PepsiCo, a food and beverage company, Honeywell, a technology and manufacturing company, and Aramark, a provider of managed services to business, educational, healthcare, governmental and other institutions. Mr. Schwenke left Aramark as its Senior Vice President of Human Resources in 2001. Mr. Schwenke graduated from Syracuse University and served as an officer in the U.S. Marine Corps. He earned an MBA degree from Duke University in 1986. Mr. Schwenke serves on the boards of four privately held companies and as a Trustee of the Haverford School.

Randy Underwood, 62, has served as our Executive Vice President, Chief Financial Officer and Assistant Secretary since 2004. Previously, Mr. Underwood served for three years as Senior Vice President, Global Finance and Administration and Chief Financial Officer for The Coleman Company, Inc., a global manufacturer and reseller of outdoor recreation products. Prior to his tenure at Coleman, Mr. Underwood held senior executive positions with Strategic Development Partners, Inc. from 1999 through 2001 and with Thorn EMI, plc, an international global music and retailing conglomerate, and the parent company of Rent-A-Center, Inc., an international operator of retail rent-to-own stores, including Senior Vice President and Chief Financial Officer of Global Operations and Division President, from 1988 through 1998. Earlier in his career, he practiced as a Certified Public Accountant with the firm of KPMG, an international public accounting firm.

Norman Miller, 51, has served as our Executive Vice President and Chief Operating Officer since 2007. Previously, Mr. Miller was employed by Aramark, Inc., a provider of managed services to business, educational, healthcare, governmental and other institutions, where he served from 2003 to 2006 as its Group President of Sports & Entertainment. He also served from 2002 to 2003 as Aramark’s President of Correctional Services. From 1992 to 1997, Mr. Miller was a Regional General Manager at Nestle, a food and beverage company. From 1989 to 1992, Mr. Miller was employed by Kraft General Foods, a food and beverage company, as a Regional Sales Manager. From 1988 to 1989, Mr. Miller was employed by PepsiCo as a Regional Operations Manager. Mr. Miller is a 1983 graduate of the United States Military Academy at West Point.

Michael Coury, 48, has served as our Chief Information Officer since 2010. Previously, Mr. Coury was employed with Capital One Financial Corporation, a bank and finance services company, from 1998 to 2010, where he held several positions, including Chief Information Officer, Mortgage Business; Vice President, Information Technology Risk Office; and Vice President of Global Integration. Before joining Capital One, Mr. Coury worked for Central Fidelity Banks, Inc. (now part of Wells Fargo), where he held positions of increasing responsibility during his tenure, rising from a Systems Analyst to Vice President of Investment Technology. Mr. Coury received his BS in Computer Information Systems from DeVry Institute of Technology and his MBA from Lynchburg College.

Roy W. Hibberd, 59, has served as our Senior Vice President and General Counsel since July 2005, and as our corporate Secretary since June 2008. Prior to joining us, Mr. Hibberd served as a Managing Director of Smooth Engine, Inc., a consulting company, and as a Managing Director of Millennium Services, a franchise and business consulting firm, from July 2002 to July 2005. From 2000 until 2002, he served as the General Counsel and Managing Director (US) for the United States operations of Virtual Internet, plc, a London based public company providing internet services, and from 1996 to 1999 as the Vice President and General Manager, The Americas, of the American Express Company.

William Athas, 50, has served as our Senior Vice President of Finance and Corporate Controller since January 2007, and was named as our Chief Accounting Officer in May 2011. Previously, he was our Vice President, Finance

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and Corporate Controller. Prior to joining us in 2000, he was the divisional controller of Timet, a titanium metals company, from December 1998 until January 2000. Mr. Athas worked at Asarco, Inc., a non-ferrous metals company, from 1987 to 1998, where he was the assistant corporate controller. Mr. Athas is a graduate of Boston College and attained his Certified Public Accountant certification in 1989.

Melissa Soper, 46, has served as our Senior Vice President, Government Affairs and Administration, since July 2012. Previously, Ms. Soper served as our Senior Vice President of Corporate Administration from July 2007 through July 2012, our Vice President and General Manager, We the People Division, from July 2005 until July 2007, and our Vice President, Corporate Human Resources from October 1996 through July 2005, with overall responsibility for development of our global human resources department and for compliance with state and federal labor laws.

Compensation Discussion and Analysis

As a global provider of financial products and services to the unbanked and under-banked community, we believe that the value we deliver to our customers, and ultimately to our stockholders, depends in large part upon the quality and capabilities of our people. Our business model is based on our ability to attract new, and to maintain relationships with existing, customers as well as to maintain our mission, customer focus and entrepreneurial spirit. As with all of our employees, the recruitment, retention and motivation of our executive officers in a highly competitive global talent market are critical factors to our business success. We believe that the senior leadership provided by our Chairman and Chief Executive Officer, President, Executive Vice President and Chief Financial Officer, Executive Vice President and Chief Operating Officer and Chief Information Officer (Messrs. Weiss, Schwenke, Underwood, Miller and Coury), to whom we refer in this proxy statement as our named executive officers, is the cornerstone to successfully implementing and achieving our global strategic plans. Through the following questions and answers, we will explain the material elements of our executive compensation programs.

What are the objectives of our executive compensation programs?

Our compensation philosophy is to provide a strong focus on overall company financial performance, business development and creation of stockholder value. As a growth-oriented and entrepreneurial company, our executive compensation programs are designed to align compensation with corporate performance and the creation of stockholder value. We seek to compensate our executives at levels that are competitive with our peer companies, which consist of both companies within our traditionally defined industry as well as organizations that reflect the broad multi-national and multi-channel nature of our business and our global growth strategy, in order to attract, retain and motivate superior quality and highly experienced executives with the experience required to maintain and expand our business. Accordingly, our executive compensation programs emphasize variable pay in the form of annual and long-term incentive programs which tie a significant portion of each executive’s compensation to our success in achieving our key strategic and financial goals.

For our executive compensation programs for fiscal 2012 and fiscal 2013, the human resources and compensation committee of our board of directors (which we refer to in this Compensation Discussion and Analysis as the Committee) retained Exequity, an executive compensation consulting firm, to gather data regarding the types and amount of compensation that our peer companies as well as other international retail and consumer companies from which we typically recruit, pay their executives and other key employees. For more information on our peer group and its composition, see “— To what extent do we benchmark total compensation and material elements of compensation and what are the benchmarks that we use?” below. Exequity assists the Committee in its review of relevant data and the determination of appropriate executive compensation levels. These reviews provide us with valuable data regarding the compensation levels and practices of our peer and other targeted companies, which, in turn, assist us in setting our compensation levels at competitive levels.

We set annual compensation for each of fiscal 2012 and fiscal 2013 based, in part, on detailed reports from Exequity with respect to fiscal 2012 and 2013, respectively. These reports included:

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Our Chairman and Chief Executive Officer and our President (and our Chairman and Chief Executive Officer alone with regard to our President), provided the Committee with:

After discussions with our Chairman and Chief Executive Officer, our President and Exequity of the data and recommendations referenced above, as well as additional factors such as retention issues, our short and long-term performance goals and our overall compensation philosophy, the Committee approved our senior executives’ base pay and our annual cash bonus and long-term incentive programs.

The Committee is directly responsible for:

How did we address the results of the say-on-pay vote of our stockholders at our 2011 annual meeting of stockholders?

At our 2011 annual meeting of stockholders held on November 10, 2011, we conducted an advisory vote on our executive compensation, which we refer to as the “say-on-pay” vote, as well as the frequency with which we will conduct such advisory votes in the future. Recognizing the importance of soliciting our stockholders’ views on our executive compensation philosophy, policies and programs, as well as the desire of the holders of a majority of the shares voted at that meeting, our board of directors elected to allow our stockholders the opportunity, on an advisory basis, to participate in a say-on-pay vote on our executive compensation on an annual basis. To the extent there is any significant vote against, or only limited support for, the compensation of our named executive officers, we will consider our stockholders’ feedback and the Committee will evaluate whether any actions are necessary to address such feedback.

Since the 2011 annual meeting of stockholders, we have actively engaged in dialogue with a significant number of large stockholders who voted against the say-on-pay proposal to understand their concerns with our compensation programs. As a result of this engagement process, we learned that these stockholders are generally pleased with our compensation programs and believe such programs are well-aligned with long-term company performance. However, several stockholders have expressed concerns regarding the appropriateness of certain discrete elements of our executive compensation program, primarily the provision of an excise tax gross-up upon a change of control to our Chairman and Chief Executive Officer under the terms of his employment agreement with us. We first granted the right to an excise tax gross-up to Mr. Weiss in an employment agreement entered into in 2007, and that excise tax gross-up has been carried through in each successive employment agreement with Mr. Weiss, including the most recent agreement that we entered into with Mr. Weiss in September 2011. Given Mr. Weiss’ long history with our company, his successful track record and his knowledge of our industry, we strongly believe that we should take all reasonable steps, including the excise tax gross-up, to incentivize Mr. Weiss to remain employed by us in the event that a change of control is threatened or is imminent. We have not provided, and do not intend to provide, excise tax gross-ups to any of our other executive officers.

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The Committee also considered the voting results on our say-on-pay proposals in making its decisions on our executive compensation for fiscal 2013. As a result, the Committee believes that our compensation program, which emphasizes both performance-based elements (primarily though our annual cash bonuses and long term cash incentives) and our equity compensation awards (which reward recipients for growth in stockholder value through increases in the price of our common stock), reflect an appropriate balance that allows us to attract and retain the high caliber of executive talent that is required to manage and grow our global business while appropriately reflecting the value that we and our stockholders receive from our executives.

On the whole, we continue to believe that our executive compensation programs are viewed favorably by our stockholders. As the Committee has done in prior years, we have engaged an executive compensation consultant (Exequity) to assist us in evaluating our executive compensation programs relative to our peers. As a result of the most recent reviews conducted by Exequity (prior to the execution of new employment agreements with Messrs. Weiss, Underwood and Miller in September 2011 and Mr. Schwenke in November 2011, and with respect to compensation decisions made with respect to each of our named executive officers for fiscal 2013), we continue to believe that the amounts and types of compensation that we offer our executive officers are competitive with our peers and reflect, in the aggregate, a targeted upper one-third percentile of our peer group. In addition to market-based peer data, the Committee will continue to consider the outcome of our say-on-pay proposals when making future compensation decisions for our named executive officers and other key employees.

What are the principal components of our executive compensation programs?

Our executive compensation programs consist of three key elements: (i) base salary; (ii) a performance-based annual bonus, payable in cash; and (iii) long-term incentive compensation, which for fiscal 2012 and fiscal 2013 included restricted stock units, options to purchase our common stock and long-term cash incentives. Generally, as an executive’s responsibilities increase, the Committee allocates a greater portion of his or her total compensation potential from fixed components, such as base salary, to variable components, such as annual cash bonus and long-term incentive compensation. We believe that this allocation approach reflects our pay-for-performance compensation philosophy due to the greater influence that most of our senior executives have on our annual and long-term business results. In addition, we offer certain additional compensation items to each of our named executive officers pursuant to employment agreements that recognize and reflect the respective role each such individual undertakes within our organization. Each of these principal components is described in more detail below.

Base Salary:    We use base salary as a significant retention tool to provide executives with a base level of income. Historically, base salary determinations for our named executive officers take into account many factors, including:

In addition to the factors described above, the Committee also considered the findings of Exequity in making its base salary determinations for fiscal 2012 and fiscal 2013. Consistent with our compensation objectives of attracting and retaining top executive talent in a highly competitive global talent market with the experience necessary to support our multi-channel focus, international operations and growth strategy, we believe that the base salaries of our named executive officers should be set at levels which are strongly competitive with those of our peer group. As such, the Committee, with the input of our Chairman and Chief Executive Officer and our President, have determined that the appropriate base salary target for our named executive officers should reflect a

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combination of the upper one-third percentile of the base salaries of comparable executives at our peer companies as a group as well as the aforementioned surveys and methodological data provided by Exequity, with the ability to move higher based on the factors noted above as deemed relevant by the Committee. Given our international business model and multi-channel focus and global growth strategy, we seek executive talent with large, international public company experience, preferably including substantial consumer retail, and where appropriate for the position, e-commerce-related experience. Therefore, we consider benchmarking against the consumer/retail services industries to be more relevant than specialized financial services companies, which in most cases do not possess a size, geographical diversity and/or operational complexity that is comparable to our business. We believe that benchmarking our executive pay to this broader industry group has enabled us to attract and retain high caliber executives from that group. For more information on our peer group and its composition, see “— To what extent do we benchmark total compensation and material elements of compensation and what are the benchmarks that we use?” below.

On August 16, 2011, we entered into an employment agreement with Mr. Coury, who prior to such time did not have an employment agreement with us. Pursuant to the terms of the agreement, Mr. Coury’s base salary was increased from $350,000 to $425,000, reflecting Mr. Coury’ role within our organization as well as his expected contributions to our long-term business strategies and objectives.

On September 7, 2011, we entered into new employment agreements with each of Messrs. Weiss, Underwood and Miller. Pursuant to the terms of those employment agreements and based upon input from Exequity, the base salaries for fiscal 2012 for each of Messrs. Weiss, Underwood and Miller were increased effective as of July 1, 2011 in order to maintain each executive’s salary within a targeted upper one-third percentile of our peer group, after taking into account each executive’s respective role and level of responsibility within our organization as well as his expected contributions to our long-term business strategies and objectives.

On November 14, 2011, we appointed Kenneth Schwenke to serve as our President. Mr. Schwenke had previously served as a member of our board of directors since 2006 (a position from which he resigned prior to his appointment as our President). In connection with his appointment as our President, we entered into an employment agreement with Mr. Schwenke providing for an annual base salary of $550,000, subject to increase upon the approval of our board of directors.

After review of peer group data provided by Exequity for fiscal 2012, and considering the base salary increases awarded to each of Mr. Weiss, Mr. Underwood and Mr. Miller in fiscal 2012 pursuant to their new employment agreements, we did not increase the base salaries of these individuals for fiscal 2013. On June 21, 2012, based upon data from Exequity, the Committee approved an increase in Mr. Schwenke’s base salary to $700,000, reflecting Mr. Schwenke’s role as our President, his contributions to our company since his appointment to that position and his expected contributions to our long-term business strategies and objectives. On such date, the Committee also increased the base salary of Mr. Coury for fiscal 2013 to $450,000 in order to maintain Mr. Coury’s compensation within the targeted upper one-third percentile of our peer group.

Set forth in the table below are the base salaries of each our named executive officers for each of fiscal 2012 and fiscal 2013:

Annual Bonus:    Each of our named executive officers is eligible to receive an annual cash bonus pursuant to the terms of his respective employment agreement with us.

The fiscal 2012 annual cash bonuses payable to each of our named executive officers were determined by the extent to which we, on a consolidated basis, achieved predetermined levels of Adjusted EBITDA, as further defined below, for fiscal 2012.

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For the purposes of calculating the performance targets by which annual bonuses for our named executive officers are determined, we define Adjusted EBITDA as earnings before interest expense, income tax provision, depreciation and amortization, stock-based compensation expense, loss on store closings, litigation settlements, unrealized foreign exchange (gain) loss, loss (gain) on derivatives not designated as hedges, loss on extinguishment of debt, and acquisition costs. We make additional adjustments for purposes of calculating annual bonuses such that the foreign exchange rates in effect at the time the target Adjusted EBITDA was determined are used in computing the actual Adjusted EBITDA for the year.

In addition to using Adjusted EBITDA to determine annual bonuses, we have historically presented Adjusted EBITDA to the investment public in the form of prospective earnings guidance and historical results as an indication of operating performance, as well as to illustrate our ability to service our debt and to meet our future capital expenditure requirements.

The target annual bonus award for each of our named executive officers is dictated by his respective employment agreement. Under the terms of each employment agreement, the named executive officer was entitled to receive a stated percentage of his base salary as an annual bonus to the extent that we satisfied the Adjusted EBITDA target for fiscal 2012.

For fiscal 2012, the Committee set the consolidated Adjusted EBITDA target at $288.9 million. We refer to this target Adjusted EBITDA amount as the Target Amount. Our named executive officers were only entitled to receive a portion of their respective annual cash bonus, which we refer to as the Target Bonus, for fiscal 2012 if we achieved 90% of the applicable Adjusted EBITDA target, or $260.0 million in Adjusted EBITDA, which we refer to as the Lower Threshold. To the extent the Adjusted EBITDA for fiscal 2012 was above the Lower Threshold but less than the Target Amount, each named executive officer was entitled to a Target Bonus determined based on linear interpolation between such amounts. Each named executive officer was also eligible to receive an additional bonus, which we refer to as the Stretch Bonus, to the extent that the actual Adjusted EBITDA exceeded the Target Amount, with the additional Stretch Bonus amount determined based on linear interpolation between the Target Amount and the actual Adjusted EBITDA up to the Stretch Bonus Adjusted EBITDA. For fiscal 2012, the maximum Stretch Bonus Adjusted EBITDA was $303.3 million.

The table set forth below summarizes the annual cash Target Bonus and Stretch Bonus opportunities for each of our named executive officers for fiscal 2012:

Our actual consolidated Adjusted EBITDA, adjusted for currency rates consistent with those used to determine the Target Amount, for fiscal 2012 was $306.9 million.

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Based on the metrics described above and our financial results for fiscal 2012, the Committee determined that the following cash Target Bonuses and Stretch Bonuses were earned by our named executive officers for fiscal 2012, and are also reflected in the “2012 Summary Compensation Table” below:

On June 21, 2012, based upon data from Exequity, our board of directors approved an increase in Mr. Schwenke’s annual cash bonus targets (from 90-180% to 100-200% of his base annual salary) for fiscal 2013 and for the remainder of the term of his employment to reflect Mr. Schwenke’s role as our President. The Target Bonus and Stretch Bonus opportunities for each of our named executive officers for fiscal 2013 are set forth in the table below:

Our board of directors has indicated that it may award additional bonuses from time to time in its discretion based upon individual and company-wide performance against strategic objectives.

Long-Term Incentive Compensation:    Our equity-based awards to executives have typically taken the form of shares of restricted common stock, restricted stock units or options to purchase shares of our common stock granted under our 2005 Equity Incentive Plan and our 2007 Equity Incentive Plan. Awards are approved by the Committee upon the recommendation of our Chairman and Chief Executive Officer and our President, and are based on discretionary factors including but not limited to an executive’s position, level and breadth of responsibility, and significant contributions to us.

The Committee approved the adoption of a long-term incentive program, which we refer to as our LTIP, for fiscal 2012, and approved awards under such LTIP to eligible members of our management team, including Mr. Coury but excluding Messrs. Weiss, Underwood and Miller, on June 24, 2011. On September 7, 2011, the Committee made LTIP awards to Messrs. Weiss, Underwood and Miller with respect to both fiscal 2012 and fiscal 2013 pursuant to the amended and restated employment agreements we entered into with them on that date. Upon his appointment as our President on November 14, 2011, the Committee approved an award for fiscal 2012 to Mr. Schwenke under our LTIP.

The Committee approved the adoption of our LTIP for fiscal 2013 on June 21, 2012. Mr. Schwenke and Mr. Coury received awards under our LTIP for fiscal 2013. Pursuant to the terms of their employment agreements, none of Messrs. Weiss, Underwood or Miller received awards under our LTIP for fiscal 2013.

Our annual LTIP is intended to achieve the following objectives:

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Each year, we consider a number of alternatives for our long-term incentives to our executives. We continue to believe that including restricted stock units, non-qualified options to purchase shares of our common stock and long-term cash incentives in our LTIP provides us with the opportunity to achieve the largest number of these objectives.

The parameters for each of the components of our annual LTIP are as follows:

For fiscal 2012, long-term incentives were provided to our named executive officers in the form of restricted stock units, options to purchase shares of our common stock and long-term incentive cash awards. Restricted stock units and options to purchase shares of our common stock each represent approximately forty percent (40%) of the total value of the LTIP awards to each recipient, with long-term incentive cash awards representing twenty percent (20%) of the total award value. Based on the market volatility at the time, we believed restricted stock units and long-term cash incentives were more likely to enhance management retention. For fiscal 2012, our named executive officers received the following LTIP awards:

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For fiscal 2013, long-term incentives were provided to Mr. Schwenke and Mr. Coury in the form of restricted stock units, options to purchase shares of our common stock and long term cash awards. Restricted stock units and long-term incentive cash awards each represented approximately 40% of the total value of the LTIP awards for fiscal 2013 with options representing the remaining 20% of the awards.

For fiscal 2013, our named executive officers received the following awards under our LTIP program:

Deferred Compensation Plan:    Certain of our key executives, including our named executive officers, are eligible to participate in our executive Deferred Compensation Plan. Our Deferred Compensation Plan provides participants with the opportunity to save and accumulate additional income on a pre-tax basis which otherwise would be lost under our tax qualified 401(k) plan on account of Internal Revenue Code provisions which limit the compensation that may be taken into account, and the benefits that may be accrued under, a qualified plan.

Similar to a qualified 401(k) plan, our Deferred Compensation Plan enables each plan participant to defer a percentage of his or her base salary and or bonus compensation and to choose how such deferred amounts are invested. Furthermore, as with our 401(k) plan, our Deferred Compensation Plan allows each plan participant to earn a rate of return, based on the participant’s investment elections, on their account balance on a tax-deferred basis. In addition, our Deferred Compensation Plan offers the flexibility of saving for retirement or for a shorter period of time. From time-to-time, we may make discretionary contributions to our Deferred Compensation Plan on an executive’s behalf. These contributions are subject to vesting conditions as established by our board of directors. We made no discretionary contributions to our Deferred Compensation Plan during fiscal 2012.

Other Compensation:    In addition to our standard compensation elements, we have agreed to provide to each of our named executive officers certain additional amounts pursuant to employment or other agreements with each such officer, including the following:

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Under the terms of his employment agreement, Mr. Weiss is also entitled to receive an additional supplemental retirement benefit, which we refer to as the incremental capstone award, if (i) Mr. Weiss’ employment terminates by reason of his retirement on or after June 30, 2012 or for any reason after June 30, 2014, (ii) Mr. Weiss’ employment is terminated by us for reason of disability or without cause (as defined in his employment agreement), (iii) Mr. Weiss resigns his employment for good reason (as defined in his employment agreement), or (iv) a change in control (as defined in his employment agreement) occurs during the term of Mr. Weiss’ employment with us, which such dates we refer to as incremental vesting dates. The incremental capstone award is a lump-sum payment which is the actuarial equivalent of an annual benefit of $75,000 payable to Mr. Weiss in equal monthly installments during his lifetime, commencing the first business day of the calendar month that follows the applicable incremental vesting date, with a $37,500 per year survivor benefit payable on his subsequent death to his surviving spouse for her lifetime. $1.0 million of the incremental capstone award (or, if the value of the incremental capstone award is less than $1.0 million, then all of such incremental capstone award) will be payable on the first anniversary of the incremental vesting date, with any balance thereof payable on the first business day of the calendar month that follows the applicable incremental capstone vesting date.

Under the terms of his employment agreement, Mr. Underwood is also entitled to receive an incremental retention bonus, which we refer to as the incremental retention bonus, upon certain qualifying terminations of Mr. Underwood’s employment described below. Mr. Underwood’s incremental retention bonus is an annual benefit of $50,000 payable to Mr. Underwood in equal monthly installments during his lifetime (and, upon his death, if Mr. Underwood has remained married to his spouse through the date of his death, in which case his spouse will be entitled to receive an annual benefit of $25,000 payable in equal monthly installments during her lifetime). Pursuant to the terms of the Mr. Underwood’s employment agreement, the incremental

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retention bonus will become payable if Mr. Underwood’s employment is terminated (i) for any reason on or after December 31, 2012, (ii) by the Company without cause, or by Mr. Underwood with good reason, or (iii) by reason of Mr. Underwood’s death or disability. Mr. Underwood will be entitled to receive the incremental retention bonus commencing the first month after such a qualifying termination, except in the case of a termination by Mr. Underwood of his employment for good reason or termination by us without cause, in which case payments with respect to the incremental retention bonus would not commence until the expiration of a severance period of 12 months during which Mr. Underwood would be entitled to receive his base salary and cash bonus at the time of such termination. Upon a change of control (as defined in his employment agreement), Mr. Underwood will be entitled to receive in a lump sum equal to the actuarial equivalent of the value of the incremental retention bonus in lieu of any future payments with respect to the incremental retention bonus (and regardless of whether Mr. Underwood’s right to the incremental retention bonus had otherwise vested at the time of the change of control). For additional discussion of Mr. Underwood’s annual retention bonus and incremental retention bonus, see “— Potential Payments upon Termination or Change in Control — Randy Underwood” below.

We believe that our compensation programs, collectively, should enable us to attract, retain and motivate high quality executives with international and public company experience, especially in businesses employing a multi- channel approach with retail and Internet-based sales. We provide annual bonus awards primarily to motivate key employees to meet business unit and corporate annual performance targets that take into account, and that we believe enhance, our performance. We evaluate our performance by reference both to our annual performance targets as compared to our annual internal EBITDA goals and to strategic objectives established by our board of directors. Strategic objectives are annual objectives which contribute to our long-term growth strategies, such as leadership team effectiveness and growth of new product competencies and channels across geographies. We design long-term incentive awards primarily to retain as well as to motivate and reward key employees over longer periods, generally ranging up to three years. Through the vesting and forfeiture provisions that we include in annual awards of stock options, restricted stock units, and long-term cash incentives, we believe that we provide an additional incentive to executives to act in furtherance of our long-term and our stockholder’s interests.

We have selected programs that we have found to be commonly used by international public companies, both within and outside of our industry and peer group, because we believe that such commonly used programs are well understood by our stockholders, our executives, executives we seek to hire, and analysts and credit rating agencies. Moreover, we selected each program only after we have first confirmed, with the assistance of outside professional advisors, that the program comports with settled legal and tax rules.

The Committee exercises judgment and discretion in setting compensation for our senior executives only after it has first reviewed industry data and peer company practices, compensation surveys, addressed targeted compensation with an independent compensation consultant, evaluated the recommendations of our Chairman and Chief Executive Officer and our President, and evaluated our corporate performance. The Committee has generally attempted to set our executive compensation as a whole within the upper one-third percentile of the range of comparative pay based on our peer group companies and compensation surveys, as described in more detail below under the heading “To what extent do we benchmark total compensation and material elements of compensation and what are the benchmarks that we use?”

Employment agreements that we have entered into with certain of our named executive officers provide for salary and target annual bonus percentages, at fixed rates agreed to by the parties, and therefore, these components cannot be reduced at the discretion of the Committee.

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Generally, achievement of our targeted EBITDA at the consolidated level and the achievement of strategic objectives established by our board of directors have been the primary incentive targets under our annual bonus and long-term incentive compensation programs. For purposes of determining whether annual EBITDA targets have been achieved, the Committee may make adjustments to our EBITDA results in any objective manner it deems appropriate in its discretion to take into account the impact of extraordinary or non-recurring events such as a significant investment, disposition or acquisition, or performance toward and achievement of our strategic objectives. Additionally, under our LTIP for each of fiscal 2012 and fiscal 2013, we make payments for the long-term cash incentive compensation component if we meet certain EBITDA targets and/or the Committee has determined that the strategic objectives were met for the respective fiscal years, and the named executive officer remains employed with us on each respective payment date.

As stated above under the heading “How do we determine the amount of each principal component of compensation to our executives?”, we have contractual commitments with each of our named executive officers with respect to a rate of base salary and annual target bonuses, mutually agreed upon as a result of the arms’ length negotiation of each such named executive officer’s employment agreement with us, thereby limiting our ability to decrease those components of their compensation during the respective terms of their employment agreements. The factors that we consider in decisions to increase compensation include the individual performance of the executive, our corporate performance, and the annual benchmarking initiatives as discussed throughout this Compensation Discussion and Analysis.

Prior to implementation of a compensation program and the granting of awards under the program, we evaluate the cost of the program and awards in light of our current performance and anticipated budgeted performance. We also review the design of compensation programs to assure that the recognition of expense for financial reporting purposes is consistent with our financial modeling. We designed our fiscal 2012 and fiscal 2013 programs so that overall costs fell within a budgeted dollar amount and that the awards under those programs would be accounted for under standards governing equity-based arrangements and, more specifically, so that they would be afforded fixed treatment under those standards.

Prior to our implementation of a compensation program and awards under the program, we evaluate the Federal and international income tax consequences, both to us and to our executives, of the contemplated program and awards. Before approving a program, the Committee receives an explanation from our outside professionals as to the tax treatment of the program and awards under the program, and assurances from our outside professionals that the tax treatment should be respected by domestic and international taxing authorities.

Section 162(m) of the Internal Revenue Code limits our tax deduction each year for compensation to each of our Chairman and Chief Executive Officer and our three other highest paid executive officers (not including our Chief Financial Officer) to $1 million unless, in general, the compensation is paid under a plan that is performance-related, non-discretionary and has been approved by our shareholders. The Committee monitors, and will continue to monitor, the effect of Section 162(m) on our compensation programs. However, given our significant net operating losses in the United States, we have not attempted to structure compensation to be fully deductible under Section 162(m).

We adopted our Deferred Compensation Plan primarily for our U.S. executives to provide them with an opportunity to save for the future without paying a current tax on the deferred amounts.

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We believe that it is in our best interest to have agreements with certain of our named executive officers to assure that we will have the continued dedication and objectivity of those individuals, notwithstanding the possibility, threat or occurrence of a change in control. The agreements with each of our named executive officers provide for post-employment payments following a change in control as described under “— Payments upon Termination of Employment and Change in Control” below.

In setting compensation for our named executive officers for fiscal 2012 and 2013, the Committee compared the elements of total compensation to compensation provided by peer groups of industry, financial services and broader consumer/retail services peers, preferably with international operations. The Committee used peer group data and compensation surveys primarily as a frame of reference to set executive compensation as a whole within the upper one-third percentile range of comparative pay at the peer group companies.

For fiscal 2012, our peer group consisted of the following companies:

We believe that we are unique among the group that is traditionally deemed to be our industry peers due to several factors, including the array of products that we offer, the various platforms through which we offer those products, and the several geographical markets in which we operate our businesses. Over the past two years, we have rapidly expanded our retail footprint in the United Kingdom by opening over 100 new storefront locations, acquiring the largest Internet-based providers of short-term single-payment consumer loans in both the United Kingdom and Finland, and became what we believe to be the largest pawn lender in Europe by expanding our pawn offerings in the United Kingdom and acquiring the largest pawn lender in Scandinavia.

Because of the relative diversity of our operations, and the rapid expansion of our operations through acquisitions and organic growth, we and our current executive compensation consulting firm, Exequity, assembled the peer group in order to provide a range of pay benchmarking information from a group of companies that we believe to collectively represent the breadth of our operations.

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The portion of our peer group designated as “Industry Peers” consists of a group of 13 similarly sized U.S.-based corporations that have relatively similar operational dynamics as those of the Company. Although each of these “Industry Peer” companies either offers products, or caters to a customer demographic base, similar to ours, none of the “Industry Peer” companies maintains a combination of geographical and product offerings and platforms comparable to that of the Company. Nevertheless, because of the similarities in customer base and products, we have historically included these or similar “Industry Peers” in our compensation peer group.

We, however, believe that given our retail focus, international operations and global growth strategy, we have more sophisticated management needs than our traditionally defined “Industry Peers.” Furthermore, we believe that a broader consumer/retail services peer group is frequently more reflective of the companies with which we compete for executive and management talent than our industry peers.

For several years, the Committee has concluded that a broader consumer and retail services peer group is more representative of the caliber of executive and management talent needed to manage a high growth, multi-location, multi-product and multi-national business such as ours. For fiscal 2012, several new retailers, such as Abercrombie & Fitch Co., Limited Brands Inc. and Williams Sonoma Inc., were added to our peer group, primarily due to the significant operational and structural similarities of those companies to us, including brick and mortar store networks and strong Internet presences with themed branding strategies. Although several of the retailers in our peer group may be perceived to service a different customer demographic than our various businesses, we believe that a broader peer group better reflects our focus on our sizeable retail and Internet operations and against which we compete for executive and management talent having the skills and experience appropriate for our current and potential future international and multi-channel operations. Conversely, we do not believe that employment with most of the Industry Peers provides the experience and skills necessary for our present and future needs.

As indicated in the biographies of our executive officers included elsewhere in this proxy statement, several of our named executive officers and other executive officers have been employed with us for a number of years. Each of these employees, however, also came to us with experience outside our “industry,” including Mr. Weiss, who has a background in investment banking, Mr. Underwood, who previously worked for The Coleman Company, Inc., and before that, Thorn EMI, plc, Mr. Miller, who was previously employed by Aramark, and Mr. Coury, who previously was employed by Capital One. The prior employment experience of Mr. Schwenke, who was recently appointed to serve as our President, was in the food service and talent management industries.

We have also hired a number of other key management personnel within the past three years, each of whom came to us with significant experience outside our traditionally defined “industry.” Our recent hiring efforts have focused almost exclusively on executive talent with experience outside our “industry,” perhaps most notably on individuals with experience with retail businesses and international operations.

In order for us to expand and grow our business geographically and otherwise, and to continue to expand our efforts to market our services and products across multiple platforms, we firmly believe that we must attract and retain executive talent that has experience in multi-national, diverse companies which have effectively executed on multi-channel retail and Internet-based strategies. We believe that the delivery of our services and products, through retail outlets, over the Internet, or otherwise, is as important to our success as the services and products themselves.

Because we focus our hiring efforts on executive talent with significant experience that we deem to be relevant to our business but which may otherwise be viewed as being outside its traditionally defined “industry”, we believe that the compensation that we offer our executive talent, including our named executive officers as well as other key management personnel, must be consistent both with that “non-industry” experience as well as with the relative value offered by each executive employee to us. Accordingly, we have constructed our peer group with both our traditional “peer group” as well as other retail companies in order to benchmark the compensation of our named executive officers, as well as our other key management personnel, in order to construct a compensation structure that reflects our performance relative to both our “industry peers” as well as the companies with which we believe that we compete to retain our executive talent.

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We have not adopted a policy that provides for recovery of an award if a performance measure used to calculate the award is subsequently adjusted in a manner that would reduce the size of the award. Although, we have not previously experienced any such restatements or adjustments, if we were to experience such an adjustment, the Committee would assess the circumstances relating to the adjustment and take such actions as it believes to be appropriate. Additionally, pursuant to their employment agreements, each of our named executive officers (other than Mr. Coury) will be subject to any compensation recoupment policy developed by our board of directors or the Committee that is necessary to comply with applicable law.

The Committee meets periodically with our Chairman and Chief Executive Officer and our President to address executive compensation, including the rationale for our compensation programs and the efficacy of the programs in achieving our compensation objectives. The Committee invites representatives of our executive compensation consulting firm to join pertinent meetings and occasionally requests one or more other members of senior management to participate in certain meetings. Through these meetings, the Committee directs senior management and the compensation consultant to provide industry data, including levels and forms of compensation provided at peer companies, and legal, tax and financial analyses and counsel. The Committee also relies on senior management to evaluate compensation programs to assure that they are designed and implemented in compliance with laws and regulations, including SEC reporting requirements. The Committee principally relies on the recommendations of our Chairman and Chief Executive Officer regarding the performance of his direct reports. At a meeting held on June 21, 2012, the Committee received recommendations from our Chairman and Chief Executive Officer regarding salary adjustments, discretionary bonus awards and long-term incentive awards for fiscal 2013 for our executive officers other than himself. The Committee accepted these recommendations after concluding that the recommendations comported with the Committee’s objectives and philosophy and its evaluation of our performance, and industry and other supporting data.

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When establishing and reviewing our executive compensation programs, the Committee and our board of directors consider whether the programs encourage risks which are reasonably likely to have a material adverse affect on us. In May 2012, the Committee received from its compensation consultant, Exequity, factors to consider in determining the extent to which the features of our compensation programs aggravate or mitigate risk. In reviewing these considerations, in light of the our broad-based plans, including those in which our named executive officers participate, the Committee determined that our compensation programs are not reasonably likely to have a material adverse effect on us. A review of those features and our compensation programs is highlighted below:

The Committee has noted that it does not believe that we engage in the practices that aggravate risk and further noted a number of design features of our annual cash bonus plan and long-term incentive plan reduce the likelihood of excessive risk taking. For example, the Committee believes that our annual cash bonus program appropriately balances risk and the desire to focus executives on specific short-term financial goals important to our success. Furthermore, a significant portion of the compensation provided to our named executive officers is in the form of long-term equity awards that are important to help further align executives’ interests with those of our stockholders. The Committee determined and the our board of directors concurred that, for all employees, our compensation programs do not encourage excessive risk and instead encourage behaviors that support sustainable value creation.

Compensation Committee Report

Our human resources and compensation committee has reviewed and discussed the Compensation Discussion and Analysis with our management and, based on the review and discussion, recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and thereby incorporated by reference into our Annual Report on Form 10-K. Our board of directors accepted the recommendation of the human resources and compensation committee. This report is made by the undersigned members of the human resources and compensation committee.

Ron McLaughlin (Chair)

Michael Kooper

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the Securities and

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Exchange Commission, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the Securities and Exchange Commission and shall not be deemed to be incorporated by reference into any such filing.

Human Resources and Compensation Committee Processes and Procedures

The human resources and compensation committee’s charter has been approved by our board of directors upon the recommendation of the corporate governance and nominating committee. The human resources and compensation committee and the corporate governance and nominating committee review the charter no less frequently than annually. Under its charter, the human resources and compensation committee’s responsibilities include:

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In the questions and answers set forth above under the caption “— Compensation Discussion and Analysis” above, we have addressed the role of executive officers in the executive compensation process. See the question “What is the role of our executive officers in the compensation process?” under the caption “— Compensation Discussion and Analysis” above. With respect to compensation of directors, the role of our executive officers is limited to furnishing such industry data, summaries and legal and financial analyses as the human resources and compensation committee requests from time to time.

As discussed under the caption “— Compensation Discussion and Analysis” above, our human resources and compensation committee has engaged Exequity since fiscal 2011 to provide it with peer group and industry compensation data, compensation surveys and advice on compensation best practices. The instructions given by our human resources and compensation committee to Exequity will vary yearly but typically will include a request: (i) that the firm prepare an executive compensation peer group analysis that covers our senior executives; (ii) that the firm compile current data with regard to industry compensation trends and practices; and (iii) for a recommendation as to ranges for base salary, annual incentives and long-term incentives for executives officers and directors. Pursuant to the terms of its engagement by the human resources and compensation committee, Exequity is directed to recommend programs that are fair, reasonable and balanced and designed to attract, retain, motivate and reward executives for performance, while closely aligning the interests of executives with those of our stockholders. We paid Exequity $327,595 in the aggregate for all the services that it provided to us in fiscal 2012.

2012 Summary Compensation Table

The following table sets forth summary information concerning compensation of our principal executive officer and principal financial officer and each of the next three most highly compensated current executive officers whose total compensation (excluding any compensation as a result of a change in pension value and non-qualified deferred compensation earnings) exceeded $100,000 during fiscal 2012. We refer to these persons in this proxy statement as our named executive officers.

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Fiscal 2012 Grants of Plan Based Awards

The following table sets forth information regarding grants of plan based awards to our named executive officers for fiscal 2012 and, with respect to non-equity incentive plan awards, represents the threshold, target and maximum payouts designated under our annual bonus plans discussed above under “— Compensation Discussion and Analysis” in the Proxy Statement.