The Board of Directors has established an Audit Committee in accordance with section 3(a)(58)(A) of the Exchange Act, a Compensation Committee and a Nominating Committee. The Audit Committee Charter,

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Compensation Committee Charter and the Nominating Committee Charter are available on the Company’s website atwww.sigmatronintl.com.www.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) Selectselect and evaluate the performance of the independent accountants. (2) review the 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) be available to the independent accountants and management for consultation purposes. The Audit Committee is currently comprised of three members: Messrs. Rieck (Chairman), ZemenickHorek and Vyas.Plante. The Board of Directors has determined that each of the members of the Audit Committee both currently and after the 2010 Annual Meeting of Stockholders, is independent under the rules of the Securities and Exchange Commission.Commission and Nasdaq. Mr. Rieck has been determined to be an Audit Committee financial expert as defined in Item 407 ofRegulation S-K promulgated under the Exchange Act. The Board of Directors has adopted a written charter for the Audit Committee, which was revised and restated as of July 8, 2010.11, 2012, and is available on the Company’s website atwww.sigmatronintl.com. 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 officersExecutive 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 of employment, the Compensation Committee reviews any such recommendations independently and is responsible for making final recommendations to the full Board of Directors. Messrs. ZemenickMantia (Chairman), Rieck,Plante, and ChenVyas are members 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 includeare to: (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;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) identify and recommend to the Board of Directors candidates to fill a vacancy in the offices of President and Chief Executive;Executive Officer; and (6) 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. Vyas (Chairman), ChenHorek and Zemenick.Rieck. 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.

The Nominating Committee begins the process of identifying Director candidates by evaluating the current composition of the Board, the Company’s operating requirements, and the long-term interests of the Company’s stockholders. The Nominating Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. In the case of incumbent Directors whose terms of office are set to expire, the Nominating Committee reviews such Directors’ overall service during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such Directors’ independence. The Nominating Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote. To date, the Nominating Committee has not paid a fee to any third party to assist in the process of identifying or evaluating Director candidates.

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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

The Company does not have a stand-alone diversity policy butwith respect to its Directors. However, in considering whether to recommend any directorDirector nominee, including candidates recommended by stockholders, the Nominating Committee will consider the factors above, including the candidate’s diversity of experiences, expertise, ethnicity, gender and background. The Nominating Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Company believes that the backgrounds and qualifications of the directors,Directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.

The Nominating Committee will consider proposed nominees whose names are submitted to it by stockholders. The Nominating Committee has not adopted a formal process for that purpose because it believes that the nominatingNominating Committee’s process for considering informationstockholder nominees has been and remains adequate. Historically, stockholders have not proposed any nominees. The Nominating Committee intends to review periodically whether a formal process should be adopted. To be considered,adopted, including whether all stockholder nominations must comply with the notice provisions of the Company’s by-laws, which generally require that such notice be received by the Secretary of the Company not less than 60 days and not more than 90 days prior to a regularly scheduled Annual Meeting of Stockholders, or within 10 days after receipt of notice of an Annual Meeting of Stockholders if the date of such meeting has not been publicly disclosed within 70 days prior to the meeting date.

The Board of Directors held 1020 meetings either in person or by telephone conference during the fiscal year ended April 30, 2010.2012. The Compensation Committee held 1 meeting9 meetings in person or by telephone conference and the Audit Committee held 5 meetings in person or by telephone conference during the fiscal year 2010.2012. The Nominating Committee held one meeting3 meetings during the fiscal year 2010.2012. All directorsDirectors attended at least 75% of the meetings of the boardBoard and each of the committees of which they were members. The Company has a policy of encouraging all directorsDirectors to attend the Annual Meeting of Stockholders. All directorsDirectors attended the Company’s 20092011 Annual Meeting of Stockholders.

The Company believes that the non-executiveservice of Gary R. Fairhead as both Chairman of the Board and Chief Executive Officer is in the best interest of the Company and its stockholders. Mr. Fairhead possesses detailed and in-depth knowledge of the opportunities and challenges facing the Company, and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters. The Board believes his role as Chairman of the Board and Chief Executive Officer promotes consistent leadership, engenders accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to its stockholders, employees, and customers. The Company believes the Board’s administration of its risk oversight function to date has had a positive effect on the Board’s leadership structure.

Consistent with the Company’s corporate governance guidelines, because Mr. Fairhead is the Chairman of the Board as well as Chief Executive Officer, the Board has designated one of its members to serve as a Lead Independent Director (“Lead Independent Director”). Dilip S. Vyas was appointed Lead Independent Director by all the Directors in September, 2011, and he continues to serve as Lead Independent Director. Mr. Vyas’ responsibilities include the following roles:

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The Company believes that it has strong corporate governance processes intended to ensure that its independent Directors will continue to effectively monitor management and provide leadership on key issues such as strategy, risk and integrity. The Board has primary responsibility for the oversight of risks to the Company and has assigned to its committees the oversight of risks applicable to their particular area. Each committee of the Board is comprised solely of independent Directors. Consequently, independent Directors oversee such critical matters as the integrity of financial statements; the compensation of Executive Officers, including the Chief Executive Officer; financial commitments for capital projects; the selection and evaluation of Directors and Gary R. Fairhead isExecutive Officers; and the Presidentdevelopment and CEO. Theimplementation of corporate governance programs. Each Board ofcommittee and the independent Directors believes that separating these roles enables Mr. Fairhead to runas a group routinely have independent sessions without management present.

Management, the Company with minimum distraction while the Chair leadsCompany’s Corporate Counsel, and the Board of Directors discuss risks, both during and advisesoutside of Board meetings. These discussions identify Company risks which are prioritized and assigned to the CEO.

Stockholders can contact the Board of Directors or any of the individual directorsDirectors by contacting: Henry J. Underwood, Corporate Counsel, Howard & Howard Attorneys PLLC, by regular mail at 200 South Michigan Avenue, Chicago, IL 60604. Inquiries will be reviewed, sorted and summarized by the Corporate Counsel of the Board of Directors before they will be forwarded to the Board of Directors or to an individual director.

The Company pays non-employee directors $2,500Directors $4,500 per month. Directors who serve onThe Chairman of the Audit Committeeand Compensation Committees are paid an additional $1,500$500 and $250 per month. Directors who serve on the Compensation Committee or the Nominating Committee are paidmonth, respectively. The Lead Independent Director receives an additional $250 per month per committee. The Chairman of the Board receives monthly the greater of $4,000 or the amount paid to the most highly compensated non-employee director. The directors voluntarily reduced the above compensation scale by 20 percent beginning February 2009 due to the Company’s cost reduction program in response to the downturn in the economy. Due to the improvement in the Company’s financial

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 20102012 based on total compensation for the last completed fiscal year. In view

On November 10, 2011, the Board of Directors (the “Board”) of SigmaTron International, Inc. (the “Company”), adopted (a) the SigmaTron International, Inc. 2012 Employee Bonus Plan (the “Employee Plan”), and (b) the SigmaTron International, Inc. 2012 Officer Bonus Plan (the “Officer Plan” and, collectively with the Employee Plan, the “Plans”). The stated purposes of the depressed economic environmentPlans are to align stockholder, employee and officer objectives, to motivate Employees and Officers of the Company’s reduced profitability during late 2008Company and muchto increase shareholder value. Each of calendar year 2009, the Named Executive Officers (together withPlans will be administered and interpreted by the Board. Each Plan, as a whole, is also subject to amendment, suspension or termination by the Board.

The Employee Plan:

The Employee Plan applies to all the other officers andU.S. payroll non-union U.S. employees of the Company) participatedCompany (“Employee Participants”), all full-time employees of the Company with a corporate position of vice president or higher (“Officers”) and all employees designated by the Company as an executive officer pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (“Executive Officers”).

Pursuant to the Employee Plan, a Bonus Pool shall be created under the Employee Plan which shall be calculated as a percentage of Pre-Tax Income (as defined in salary reductions which took effectthe Employee Plan) pursuant to the scale set forth in the Employee Plan. The Company’s Chief Executive Officer will submit to the Company’s Compensation Committee a recommendation (i) of target objectives for each Executive Officer and (ii) for a specified percentage or dollar allocation of the Bonus Pool for each Executive Officer and Officer, individually, and all of the Employee Participants, in the aggregate. The Compensation Committee reviewed such submissions for recommendation to the Board. Awards to Executive Officers under the Employee Plan were based, in part, on February 1, 2009,the Executive Officer achieving the Executive Officer’s specified target objectives and, no bonuses were awarded during fiscal year 2009. In lightin any event, was subject to the sole discretion of the Board. Awards to Employee Participants under the Employee Plan was contingent upon the Company being in compliance with all of the Company’s improved financial performance duringcovenants under its primary credit facility (currently with Wells Fargo Bank, N.A.), or having obtained a waiver thereof, at the end of the Company’s 2012 fiscal year 2010,year.

The 2012 Officer Plan:

The 2012 Officer Plan applied to all non-union U.S.full-time employees receivedof the Company with a partial repaymentcorporate position of those salary reductionsvice president or higher (“Participants”), and established the Named Executive Officers receivedterms and conditions upon which the Company intended to pay cash bonuses in the aggregate repayments of $47,267. Salaries oftotaling $170,000 to eligible Participants for the Company’s 2012 fiscal year. Bonuses under the 2012 Officer Plan were to be paid only if (1) the Company’s Pre-Tax Income for the 2012 fiscal year equaled or exceeded $340,000; and (2) the Company was in compliance with all non-union employees, including Named Executive Officers, remainedcovenants under the Company’s primary credit facility at the reduced levels throughoutend of the 2012 fiscal year 2010. or a waiver was obtained; and (3) the Company achieved the Operational objectives approved by the Board of Directors. All conditions were satisfied and the $170,000 Bonus Pool was distributed among the eligible Participants by the Committee, which first reviewed a proposal submitted to it by the Chief Executive Officer, who was responsible for making a Bonus Pool allocation recommendation to the Board.

At the end of fiscal year 2010,2012, the Company awarded bonuses pursuant to all of its non-union U.S. employees.the Plan discussed above. Bonuses earned in fiscal year 20102012 and paid to Named Executive Officers in fiscal year 20112013 are listed in the following summary compensation table.

The individuals listed in the following table are referred to as our “Named Executive Officers” throughout this proxy statement. The following table sets forth a summary of all compensation paid by the Company for its fiscal years ended April 30, 20102012 and 20092011 to the Company’s Named Executive Officers:

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 officersOfficers 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 within twenty-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 directorsDirectors 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).

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The CIC Plan provides for automatic reduction of the amounts to be paid out under the plan in the event such amounts would constitute “parachute payments” under the Internal Revenue Code. Payments under the CIC Plan are also subject to an aggregate cap equal to 15% of the market value of the Company’s outstanding capital stock on such date in the event the employment of one or more of the CIC Participants is terminated voluntarily or involuntarily within seven days after thechange-in-control. Disputes concerning the CIC Plan and benefits under the CIC Plan are subject to arbitration.

The following table describes approximate potential severance payments under the CIC Plan to which the Named Executive Officers would be entitled uponchange-in-control of the Company, assuming that the change in control of the Company occurred on April 30, 2010,2012, that all participants actually participated in the severance payment, and that our common stock is valued at $6.13,$3.77, which was the closing market price for our common stock on April 30, 2010.2012. The actual amount of payments can only be determined at the time of achange-in-control and will vary from the estimated amounts in the table below.

The following table sets forth certain information with respect to each Named Executive Officer of the Company concerning any unexercised options held as of the end of such fiscal year. The Company has not granted any stock appreciation rights. No options were exercised or granted in fiscal year 2010.

It is the Company’s policy to compensate only non-employee Directors.

The Company did not issue stock grants or stock option grants to the Board of Directors during fiscal year 2010.2012. No options were exercised in fiscal year 2010.

The Audit Committee has reviewed, and discussed the audited financial statements with management, and discussed with the independent public accountantsaccounting firm (the “Auditors”) the matters required to be discussed with the Audit Committee under the rules adopted by Statement on Auditing Standards (SAS) No. 61 (Codification of Statements on Auditing Standards, AU § 380), as the same has been modified or supplemented.Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee has received the written disclosures and the letter from the independent public accountantsAuditors required by Independence Standards Board Standard No. 1, as the same has been modified or supplemented,PCAOB regarding the Auditor’s communication with the Audit Committee concerning independence, and the Audit Committee has discussed the Auditor’s independence with the independent public accountants the independent public accountants’ independence.Auditors. Based on the review and discussions referred to herein, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the last fiscal year for filing with the Securities and Exchange Commission.

The Company’s 20102012 Annual Report to Stockholders is being mailed to stockholders contemporaneously with this Proxy Statement.

In accordance with the rules of the Securities and Exchange Commission, any proposal of a stockholder intended to be presented at the Company’s 20112013 Annual Meeting of Stockholders must be received by the Secretary of the Company before April 19, 201118, 2013, in order for the proposal to be considered for inclusion in the Company’s notice of meeting, proxy statement and proxy relating to the 20112013 Annual Meeting.

Stockholders may present proposals that are proper subjects for consideration at an annual meeting, even if the proposal is not submitted by the deadline for inclusion in the proxy statement. The stockholder must comply with the procedures specified by the Company’s by-laws which require all stockholders who intend to make proposals at an annual stockholders meeting to send a proper notice which is received by the Secretary not less than 120 or more than 150 days prior to the first anniversary of the date of the Company’s consent solicitation or proxy statement released to stockholders in connection with the previous year’s election of directorsDirectors or meeting of stockholders; provided that if no Annual Meeting of Stockholders or election by consent was held in the previous year, or if the date of the annual meeting has been changed from the previous year’s meeting, a proposal must be received by the Secretary within 10 days after the Company has publicly disclosed the date of such meeting.

The Company currently anticipates the 20112013 Annual Meeting of Stockholders will be held September 16, 2011.

The by-laws also provide that nominations for directorDirector may only be made by or at the direction of the Board of Directors or by a stockholder entitled to vote who sends a proper notice which is received by the Secretary noof the Company not less than 60 ordays and not more than 90 days prior to the meeting. However,regularly scheduled Annual Meeting of Stockholders, or within 10 days after receipt of notice of an Annual Meeting of Stockholders if the Company has not publicly disclosed the date of thesuch meeting at leasthas not been publicly disclosed within 70 days prior to the meeting date, notice may be timely made by a stockholder if received by the Secretary no later than the close of business on the 10th day following the day on which the Company publicly disclosed the meeting date.

Some brokers and other nominee record holders may be participating in the practice of “householding” corporate communications to stockholders, such as proxy statements and annual reports. This means that only one copy of this proxy statement may have been sent to multiple stockholders in your household. The Company will promptly deliver a separate copy of this proxy statement to you if you call or write us at the following address or phone number: SigmaTron International, Inc., 2201 Landmeier Road, Elk Grove Village, Illinois 60007, Telephone:(800) 700-9095. If you want to receive separate copies of our corporate communications to stockholders such as proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your broker or other nominee record holders, or you may contact the Company at the above address and phone number.