The following table sets forth certain information regarding beneficial ownership of common stock as of July 10, 200923, 2010 by (i) each director of the Company and each nominee, (ii) each executive officer of the Company, (iii) each person (including any “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)) who is known by the Company to own beneficially more than 5% of the outstanding common stock, and (iv) all directors and executive officers as a group. The address of directors and executive officers isc/o SigmaTron International, Inc., 2201 Landmeier Road, Elk Grove Village, Illinois 60007.

The Company is required to report to stockholders those directors, officers and beneficial owners of more than 10% of any class of the Company’s equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), who fail to file timely reports of beneficial ownership and changes in beneficial ownership, as required by Section 16(a) of the Exchange Act. Based solely upon a review of copies of such reports furnished to the Company, the Company believes that all persons subject to the reporting requirements of Section 16(a) of the Exchange Act timely filed all necessary reports during the fiscal year ended April 30, 2009.2010.

Pursuant to the Company’s Certificate of Incorporation, the Board of Directors is divided into three classes of directors, each serving overlapping three-year terms. The termsterm of Class I directors (Messrs. Sove and Rieck) expiredirector Mr. Rieck expires in 2009;2012; the terms of Class II directors (Messrs. Chen and Zemenick) expire in 2010; and the terms of Class III directors (Messrs. Fairhead and Vyas) expire in 2011. All directors of each class will hold their positions until the annual meeting of stockholders in the year indicated above, at which time the terms of the directors in such class expire, or until their respective successors are elected and qualify,qualified, subject in all cases to any such director’s earlier death, resignation or removal.

On July 9, 2009,Mr. Franklin D. Sove notifiedwas the Board of Directors of the Company that he does not intend to stand for re-election when his current term as a Class I Director expires at the 2009 Annual Meeting of Stockholders. Mr. Sove has been Chairman of the Board and a member of the Board of Directors since 1994. He will continue to serve as Chairman offrom 1994 until he retired following the Company’s Board and Audit Committee through the 2009 Annual Meeting of Stockholders. On September 18, 2009, Mr. Sove’s decision not to stand for re-electionJohn P. Chen was based solely upon his age and was notelected Chairman of the Board of Directors. Mr. Chen has been a resultdirector of a disagreement with management regarding the Company’s operations, policies, practices or otherwise.

If a quorum is present at the Meeting, onetwo Class I directorII directors will be elected by a plurality of the stockholder votes cast at the Meeting, each to serve until the 20122013 Annual Meeting of Stockholders or until his successor shall be elected and qualified, subject to his earlier death, resignation or removal. Abstentions and Broker Non-Votes will have no effect on the vote. Shares represented by executed proxies will be voted, if the authority to do so is not withheld, for the election of theeach nominee named below. The stockholders do not have cumulative voting rights with respect to the election of directors. The following person haspersons have been nominated as a Class III director:

The Board of Directors recommends that you vote in favor of the nomineenominees named above.

The Board of Directors knows of no reason why the foregoing nomineenominees will be unavailable or will decline to serve, but, in the event of any such unavailability, the proxies received will be voted for such substitute nomineenominees as the Board of Directors may recommend.The enclosed proxy cannot be voted for a greater number of persons than one,two, the number of nominees named in this proxy statement.

The Board of Directors will recommend at the Annual Meeting that the stockholders ratify the appointment of the firm of BDO Seidman,USA, LLP to audit the accounts of the Company for the current fiscal year. Representatives of that firm are expected to be present at the Meeting, have the opportunity to make a statement, if they desire to do so, and be available to respond to appropriate questions. BDO Seidman,USA, LLP was recommended by the Audit Committee and the Board of Directors for the fiscal year 2010.2011.

In connection with the audits for the years ended April 30, 20092010 and 2008,2009, the Company has had no disagreements with BDO Seidman,USA, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BDO Seidman,USA, LLP would have caused it to make reference thereto in its report on the consolidated financial statements for 20092010 and 2008.2009.

The ratification of the selection of auditors requires an affirmative vote by holders of a majority of the shares present at the Meeting in person or by proxy and entitled to vote. Abstentions and Broker Non-Votes will have the same effect as negative votes.

During fiscal years 20092010 and 2008,2009, the Company retained as its auditor, BDO Seidman,USA, LLP, to provide services as defined below. The following amounts were charged by BDO Seidman,USA, LLP for services provided in fiscal years 20092010 and 2008.2009.

Our Board of Directors determined that each of Messrs. Chen, Rieck, Sove, Vyas and Zemenick are independent under the rules of the Nasdaq Stock Market, Inc. As a result, our Board of Directors currently has a majority of independent directors under the rules of the Nasdaq Stock Market, Inc. Our Board of Directors has determined that our independent directors shall have regularly scheduled meetings at which only the independent directors are present. Generally, the independent directors, meet separately at each regularly scheduled board meeting.

The Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating Committee. The Audit Committee Charter, Compensation Committee Charter and the Nominating Committee Charter are available on the Company’s website atwww.sigmatronintl.com. The Company believes that the composition of these committees meets the criteria for independence under, and the functioning of these committees complies with, the applicable requirements of the current listing standards of the Nasdaq Stock Market, Inc. and the Securities and Exchange Commission’s rules and regulations promulgated under the Sarbanes-Oxley Act of 2002 as set forth below.

The functions of the Audit Committee are to: (1) Select and evaluate the performance of the independent accountants. (2) review ofthe audits of the financial statements of the Company and the scope of the audit; (3) review with the independent accountants the corporate accounting and financial reporting practices and policies and recommend to whom reports should be submitted within the Company; (4) review with the independent accountants their final report; (5) review with the internal and independent accountants overall accounting and financial controls; and (6) beingbe available to the independent accountants and management for consultation purposes. The Audit Committee is currently comprised of three members: Messrs. Rieck Sove (Chairman), Zemenick and Vyas. At the time of the 2009 Annual Meeting of Stockholders, Mr. Rieck will become Chairman of the Audit Committee and Mr. Zemenick will replace Mr. Sove as a member. The Board of Directors has determined that each of the members of the Audit Committee, both currently and after the 20092010 Annual Meeting of Stockholders, is independent under the rules of the Securities and Exchange Commission. Mr. Rieck has been determined to be an Audit Committee financial expert as defined in Item 401407 ofRegulation S-K promulgated under the Exchange Act. The Board of Directors has adopted a written charter for the Audit Committee.Committee, which was revised and restated as of July 8, 2010. The report of the Audit Committee to the Stockholders is included in this Proxy Statement under the heading “Report of the Audit Committee.”

The functions of the Compensation Committee are to review and recommend to the Board of Directors annual salaries and bonuses for all executive officers of the Company, to review and recommend to the Board of Directors compensation for the Directors, to review and recommend to the Board of Directors the terms and conditions of all employee benefit plans or changes thereto and to administer the Company’s stock option plans. While the Chief Executive Officer of the Company may make recommendations regarding such salaries, compensation and terms and conditions, the Compensation Committee reviews any such recommendations independently and is responsible for making final recommendations to the full Board of Directors. Messrs. Chen, RieckZemenick (Chairman), Rieck, and ZemenickChen are members of the Compensation Committee. At the time of the 2009 Annual Meeting of Stockholders, Mr. Zemenick will replace Mr. Rieck as Chairman of the Compensation Committee. The Board of Directors has determined that each of the members of the Compensation Committee is independent under the listing standards of the Nasdaq Stock Market, Inc.

The functions of the Nominating Committee shall include (1) review and recommend to the Board of Directors the size and composition of the Board of Directors and a slate of nominees for each election of members to the Board of Directors; (2) review and recommend changes to the number, classification and term of directors; (3) identify and recommend to the Board of Directors candidates to fill appointments to Board committees; (4) develop, assess and make recommendations to the Board of Directors concerning appropriate corporate governance policies; (5) to identify and recommend to the Board of Directors candidates to fill a vacancy in the offices of President and Chief Executive; and (6) to review nominations by stockholders with regard to the nomination process and to establish the procedures by which stockholder candidates will be considered. The members of the Nominating Committee are Messrs. ChenVyas (Chairman), VyasChen and Zemenick. At the time of the 2009 Annual Meeting of Stockholders, Mr. Vyas will replace Mr. Chen as Chairman of the Nominating Committee. The Board of Directors has determined that each of the members of the Nominating Committee is independent under the Nasdaq Stock Market, Inc. listing standards.

In evaluating and determing whether to recommend a person as a candidate for election as a Director, the Nominating Committee’s criteria reflects the requirements of the recently adopted Nasdaq rules with respect to

In addition, under the 2000 Directors’ Stock Option Plan, non-employee directors received a grant of options to acquire 7,500 shares of common stock at each of the September 2000, December 2001 and September 2002 Annual Stockholders’ Meetings. Such options are exercisable for ten years from the respective date of grant at a price based on the price of the common stock on the respective grant dates. In addition, under the 2004 Directors’ Stock Option Plan, non-employee directors received a grant of options to acquire 5,000 shares of common stock at the September 2004 and September 2005 Annual Stockholders’ Meeting. Such options are exercisable for ten years from the respective date of grant at a price based on the price of the common stock on the respective grant dates.

Set forth below is information on the compensation of the Company’s Chief Executive Officer and its two other most highly compensated Named Executive Officers who served in such capacities during fiscal year 20092010 based on total compensation for the last completed fiscal year. In view of the depressed economic environment and companythe Company’s reduced profitability during late 2008 and much of calendar year 2009, the Named Executive Officers (together with all the all other officers and non-union U.S. employees of the Company) participated in salary reductions which took effect on February 1, 2009, and no bonuses were awarded.

The Company adopted an Amended and RestatedChange-in-Control Severance Payment Plan on May 30, 2002 (the “CIC Plan”), which covers Named Executive Officers and certain other officers of the Company (each a “CIC Participant”). Under the terms of the CIC Plan, each CIC Participant is entitled to the payment of severance pay in the event such CIC Participant’s employment with the Company is involuntarily terminated withintwenty-four months of a change of control of the Company. The amount of severance pay to which a CIC Participant may be entitled under the CIC Plan is a function of the value of the common stock of the Company as of the date on which a change in control of the Company takes place.

In general, for purposes of the CIC Plan, a change of control will be deemed to have occurred when (a) any entity, person or group other than Cyrus Tang or his affiliates, acquires more than thirty percent of the outstanding stock entitled to vote for directors of the Company, (b) as a result of or in connection with certain corporate transactions identified in the CIC Plan, the identity of a majority of the members of the Board of Directors immediately before such transaction changes immediately after the transaction, (c) the merger, consolidation, or share exchange of the Company, or (d) a sale of all or substantially all of the Company’s assets. In general, a CIC Participant’s employment will be deemed to have been involuntarily terminated under the CIC Plan in the event of such employee’s termination by the Company for a reason other than (w) for cause (as defined in the Plan), (x) death, (y) disability, or (z) that employee’s voluntary retirement or resignation except on account of the reasons set forth in the CIC Plan (which in general would result in a constructive discharge).