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 (Amendment

(Amendment No.   )

Filed by the Registrant [X]x

Filed by a Party other than the Registrant [   ]¨

Check the appropriate box:

[X] Preliminary Proxy Statement

[   ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[   ] Definitive Proxy Statement

[   ] Definitive Additional Materials

[   ] Soliciting Material Pursuant to Section 240.14a-12

IGI Laboratories, Inc.

(Name of Registrant as Specified inIn Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

[   ] Fee paid previously with preliminary materials.

[   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

PRELIMINARY COPIES FILED PURSUANT TO RULE 14a-6(a)

IGI LABORATORIES, INC.

105 Lincoln Avenue,
PO Box 687

Buena, New Jersey 08310

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS            , 2015

TO BE HELD ON MAY 22, 2013

To Our Stockholders:

You are cordially invited to attend the Stockholders2015annual meeting of IGI Laboratories, Inc.,

The Annual Meeting of Stockholdersstockholders of IGI Laboratories, Inc. willto be held at 10:00 a.m. local time on May 20, 2015, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017, on Wednesday, May 22, 2013,10017.

Details regarding the meeting, the business to be conducted at 10:00 a.m. local time.  The purposesthe meeting, and information about IGI Laboratories, Inc. that you should consider when you vote your shares are described in this proxy statement.

At the annual meeting, six persons will be elected to our Board of the 2013 Annual Meeting are as follows:

1.

To elect six directorsDirectors. In addition, we will ask stockholders to serveapprove a one-year term until the 2014 Annual Meeting of Stockholders and until their respective successors have been elected and qualified;

2.

To approve anproposed amendment to the Company’sIGI Laboratories, Inc. Amended and Restated Certificate of Incorporation to increase the number of our authorized shares of common stock, from 50,000,000 to a totalapprove the issuance of 60,000,000 shares;

3.

Toour common stock upon conversion of our convertible senior notes due 2019, to ratify the selection of EisnerAmper LLP as our independent registered public accounting firm for theour fiscal year endedending December 31, 2013;

4.

To2015 and to approve, byon an advisory vote,basis, the compensation of our named executive officers, as disclosed in this proxy statement;

5.

To approve, by an advisory vote,statement. The Board of Directors recommends the frequencyapproval of holding an advisory vote oneach of the compensation of our named executive officers;

6.

To transact suchproposals. Such other business will be transacted as may properly come before the Annual Meetingannual meeting.

We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and any adjournmentsvoted at the meeting, whether or postponements thereof.not you can attend.

Our Board

Thank you for your continued support of Directors has fixedIGI Laboratories, Inc. We look forward to seeing you at the close of business on April 9, 2013annual meeting.

	Sincerely,
	Jason Grenfell-Gardner
	President and Chief Executive Officer

IGI LABORATORIES, INC.

105 Lincoln Avenue, PO Box 687

Buena, New Jersey 08310

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS

TIME: 10:00 a.m. local time

DATE: May 20, 2015

PLACE: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, NY, NY 10017

PURPOSES:

1.

To elect six directors to serve one-year terms until the 2016 annual meeting;

2.

To approve a proposed amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock to 100,000,000 shares;

3.

To approve the issuance of our common stock upon conversion of our convertible senior notes due 2019;

4.

To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015;

5.

To approve, by an advisory vote, the compensation of our named executive officers, as disclosed in this proxy statement; and

6.

To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof.

WHO MAY VOTE:

You may vote if you were the record date for the Annual Meeting.  Ownersowner of shares of our commonIGI Laboratories, Inc.common stock Series A Convertible Preferred Stock and Series C Convertible Preferred Stock at the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

March 26, 2015. A list of stockholders of record will be available at the Annual Meetingannual meeting and during the 10 days prior to the annual meeting, at our principal executive offices, which are located at 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.

All stockholders are cordially invited to attend the Annual Meeting.  A copyannual meeting.Whether you plan to attend the annual meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of our Annual Report to Stockholders for the year ended December 31, 2012, which contains financial statements and other information of interest to stockholders,a quorum. You may change or revoke your proxy at any time before it is availablevoted at the Company’s website noted below.meeting.

	BY ORDER OF THE BOARD OF DIRECTORS
	Jenniffer Collins
	Corporate Secretary

WE URGE YOUTABLE OF CONTENTS

	PAGE
Important Information About the Annual Meeting and Voting	7
Security Ownership of Certain Beneficial Owners and Management	12
Management and Corporate Governance	15
Compensation Discussion and Analysis	21
Compensation Committee Report	27
Risks Related to Compensation Practices and Policies	27
Executive Officer and Director Compensation	28
Equity Compensation Plan Information	34
Report of Audit Committee	35
Section 16(a) Beneficial Ownership Reporting Compliance	36
Certain Relationships and Related Person Transactions	36
PROPOSAL 1: Election of Directors	37
PROPOSAL 2: Amendment of Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock	38
PROPOSAL 3: Approval of Issuance of Common Stock upon Conversion of our Convertible Senior Notes due 2019	41
PROPOSAL 4: Ratification of Independent Registered Public Accounting Firm	44
PROPOSAL 5: Advisory Vote on Executive Compensation as Disclosed in this Proxy Statement	46
Code of Conduct and Ethics	47
Other Matters	47
Stockholder Proposals and Nominations For Director	47
Appendix A: Certificate of Amendment to Amended and Restated Certificate of Incorporation	A-1

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PRELIMINARY COPIES FILED PURSUANT TO VOTE YOUR SHARES PROMPTLY.  TO VOTE YOUR SHARES, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING RULE 14a-6(a)

IGI LABORATORIES, INC.

105 Lincoln Avenue, PO Box 687

Buena, New Jersey 08310

PROXY CARD PROMPTLY.  PLEASE REFER TO THE ENCLOSED PROXY CARD FOR SPECIFIC VOTING INSTRUCTIONS.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSSTATEMENT FOR THE IGI LABORATORIES, INC.

2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2013: The Notice20, 2015

This proxy statement, along with the accompanying notice of Annual Meeting, Proxy Statement and 2012 Annual Report to Stockholders are available on our website at:

http://www.igilabs.com/investor-relations/annual-reports

By2015 annual meeting of stockholders, contains information about the order2015 annual meeting of the Board of Directors,

Jenniffer Collins, Secretary

Buena, New Jersey

2013

TABLE OF CONTENTS

	Page
Introduction	1
Proposal No. 1 —  Election of Directors	3
Section 16(a) Beneficial Ownership Reporting Compliance	5
Structure and Practices of the Board of Directors	6
Executive Compensation	11
Report of the Audit Committee	16
Proposal No. 2 — Approval of Increase in Authorized Shares of the Company’s Common Stock	17
Proposal No. 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm	18
Proposal No. 4 — Advisory Vote on the Compensation of our Named Executive Officers	19
Proposal No. 5 — Advisory Vote on the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers	20
Certain Relationships and Related Transactions	21
Security Ownership of Certain Beneficial Owners and Management	22
Stockholder Proposals for 2013 Annual Meeting	24
Availability of Annual Report on Form 10-K	24
Other Matters	25

IGI LABORATORIES, INC.
105 Lincoln Avenue
Buena, New Jersey 08310

PROXY STATEMENT

The Board of Directors is furnishing stockholders this Proxy Statement to solicit proxies to be voted at the 2013 Annual Meeting of Stockholders of IGI Laboratories, Inc. which will be held on Wednesday, May 22, 2013,including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 10:00 a.m. local time, on May 20, 2015, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017.

In this proxy statement, we refer to IGI Laboratories, Inc.as “IGI,” “the Company,” “we” and “us.”

This Proxy Statement, includingproxy statement relates to the solicitation of proxies by our Board of Directors for use at the annual meeting.

On or about, 2015, we began sending this proxy statement, the attached Notice of Annual Meeting of Stockholders and the accompanyingenclosed proxy card were first mailed or given to all stockholders entitled to vote at the annual meeting.

Although not part of this proxy statement, we are also sending, along with this proxy statement, our stockholders on or about, 2013.

Each proxy received will be voted as you direct it to be voted.  If you do not indicate on your proxy how you want your vote counted, your proxy will be voted as follows:

·

FOR electing the nominees named below as directors;

·

FORapproving an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to a total of 60,000,000 shares;

·

FOR the ratification of EisnerAmper LLP as2014 annual report, which includes our independent registered public accounting firmfinancial statements for the fiscal year ended December 31, 2013;2014.

·

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON MAY 20, 2015 approving, by an advisory vote, the compensation

This proxy statement and our 2014 annual report to stockholders are available for viewing, printing and downloading atwww.proxyvote.com.To view these materials please have your 12-digit control number(s) available that appears on your proxy card.On this website, you can also elect to receive future distributions of our named executive officers,proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 2014 on the website of the Securities and Exchange Commission, or the SEC, atwww.sec.gov,or in the “SEC Filings” section of the “Investor Relations” section of our website atwww.igilabs.com.You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Jenniffer Collins, IGI Laboratories, Inc., 105 Lincoln Avenue, PO Box 687,Buena, New Jersey 08310. You may also request a copy by emailing us atinvestorrelations@igilabs.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The Board of Directors of IGI Laboratories, Inc. is soliciting your proxy to vote at the 2015 annual meeting of stockholders to be held at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., on May 20, 2015, at 10:00 a.m. local time and any adjournments of the meeting, which we refer to as disclosed inthe annual meeting. The proxy statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.

We have made available to you on the Internet or have sent you this proxy statement;

·

FOR approving, by an advisory vote,statement, the frequencyNotice of holding an advisory voteAnnual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014because you owned shares of IGI Laboratories, Inc. common stock on the compensationrecord date. The Company intends to commence distribution of the proxy materials to stockholders on or about, 2015.

Who Can Vote?

Only stockholders who owned our common stock at the close of business on March 26, 2015 are entitled to vote at the annual meeting. On this record date, there were 52,827,453shares of our named executive officers;common stock outstanding and entitled to vote. Our common stock is our only class of voting stock.

You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of ourcommon stock that you own entitles you to one vote.

How Do I Vote?

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director and whether your shares should be voted for, against or abstain with respect to each of the other proposals. If you areproperly submit a stockholder of record(that is,proxy without giving specific voting instructions, your stock wasshares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name on the books ofthrough our stock transfer agent, American Stock Transfer and Trust Company, or you have stock certificates registered in your name, you may vote:

·

By the Internet or by telephone. Follow the instructions included in the proxy card to vote by the Internet or telephone.

·

By mail. If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the Board’s recommendations as noted below.

·

In person at the meeting.If you attend the meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting.

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Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on April 9, 2013)May 19, 2015.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you can revokewill receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the annual meeting in order to vote.

How Does the Board of Directors Recommend That I Vote on the Proposals?

The Board of Directors recommends that you vote as follows:

·

“FOR” the election of the nominees for director;

·

“FOR” the amendment to our Amended and Restated Certificate of Incorporation, as amended;

·

“FOR” the approval of the issuance of our common stock upon conversion of our convertible senior notes due 2019;

·

“FOR” the ratification of the selection of EisnerAmper LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2015; and

·

“FOR” the compensation of our named executive officers, as disclosed in this proxy statement.

If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change your voteor revoke it at any time before it is exercised by giving written notice to our Secretary specifying such revocation.  If you hold your shares in “street name” as a beneficial owner(that is, yourbroker, bankthe annual meeting. You may change or other nominee held stock in your account and not directly in your name on April 9, 2013), you can revoke your proxy in any one of the following ways:

·

if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;

·

by re-voting by the Internet or by telephone as instructed above;

·

by notifying the Corporate Secretary of IGI Laboratories, Inc. in writing before the annual meeting that you have revoked your proxy; or

·

by attending the annual meeting in person and voting in person. Attending the annual meeting in person will not in and of itself revoke a previously submitted proxy. You must specifically request at the annual meeting that it be revoked.

Your most current vote, whether by contacting your broker, banktelephone, the Internet or other nominee and submitting a later dated voting instruction card.  Votesproxy card, is the one that will be tabulated by American Stock Transfer and Trust Company and the results will be reported at the Annual Meeting.counted.

Holders of our common stock, Series A Convertible Preferred Stock, which we refer to in this

What if I Receive More Than One Notice or Proxy Statement as Series A Preferred Stock, and Series C Convertible Preferred Stock, which we refer to in this Proxy Statement as our Series C Preferred Stock, will vote together as a single class and on an as-converted basis to approve and/or ratify the Proposals specified in this Proxy Statement.  Card?

If you complete and properly sign the accompanying

You may receive more than one Notice or proxy card and return it to us, your proxy will be voted as you direct.  If you are a stockholder of record as of the close of business on April 9, 2013, which we refer to in the proxy materials as the Record Date, and attend the Annual Meeting, you may deliver your completed proxy card in person, vote in person at the Annual Meeting (proxy cards will be available at the Annual Meeting for that purpose), or revoke a previously submitted proxy and complete a new proxy.

However, if you hold your shares in “street name” as a beneficial owner, your broker may vote your shares on your behalf unless you have previously informed your broker, bank or other nominee not to do so or if your broker, bank or other nominee does not have discretionary authority to vote on such matter; otherwise,

a)

you must return your voting instructions to your broker, bank or other nominee (that is, the holder of record); or

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b)

if you wish to vote in person at the Annual Meeting, you must obtain from the record holder and bring to the Annual Meeting a proxysigned by the record holder identifying you as the beneficial owner of the shares and giving you the right to vote the shares at the Annual Meeting(You maynot use the voting instruction form provided by your broker, bank or other nominee to vote in person at the Annual Meeting).

Only holders of record of our 43,132,745 outstanding shares of common stock, 50 outstanding shares of Series A Preferred Stock, and 1,550 outstanding shares of Series C Preferred Stock, as of the close of business on the Record Date, will be entitled to vote at the Annual Meeting.  Each holder of shares of our common stock onin more than one account, which may be in registered form or held in street name. Please vote in the Record Date is entitled to one votemanner described above under “How Do I Vote?” for each shareaccount to ensure that all of our common stock held by that holder.  Each holder ofyour shares of our Series A Preferred Stock on the Record Date is entitled to a number of votes for each share of Series A Preferred Stock held by such holder equal to the number of shares of common stock into which such share of Series A Preferred Stock is then convertible.  As of the Record Date, each share of Series A Preferred Stock was convertible into 10,000 shares of our common stock.  Each holder of shares of our Series C Preferred Stock on the Record Date is entitled to a number of votes for each share of Series C Preferred Stock held by such holder equal to the number of shares of common stock into which such share of Series C Preferred Stock is then convertible.  As of the Record Date, each share of Series C Preferred Stock was convertible into approximately 1,670 shares of our common stock.  As of the Record Date, our common stock carried an aggregate of 43,132,745 votes, our Series A Preferred Stock carried an aggregate of 500,000 votes and our Series C Preferred Stock carried an aggregate of 2,587,333 votes.are voted.

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Will My Shares be Voted if I Do Not Vote?

 

If you abstain from voting, your shares will be counted as shares present and entitled to voteare registered in determining the presence of a quorum for the Annual Meeting, but your sharesname or if you have stock certificates, they will not be votedcounted if you do not vote as described above under “How Do I Vote?” If your shares are held in determining approval of any matter submitted to stockholders for a vote.  Abstentions related to a proposal which requires approval upon the votes cast in favor of the action exceeding the votes cast opposing the action or a majority of votes cast, which does not include the election of directors, will have no effect on the outcome of the vote. Abstentions have no impact on the election of directors because directors are elected by a plurality of votes cast at the Annual Meeting. Ifstreet name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratification of the appointment of our independent registered public accounting firm (Proposal 4 of this proxy statement) without receiving instructions from you.^. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual meeting and in the manner you desire. A “broker non-vote” will occur if your broker andcannot vote your broker indicatesshares on its proxy card thata particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a particular proposal, such asmatter for which it does have discretionary voting authority.

Your bank, broker or other nominee does not have the ability to vote your uninstructed shares in the election of directors. Therefore, if you hold your shares in street name, it is critical that you cast your vote if you want your vote to be counted for the election of directors (Proposal 1 of this proxy statement). In the past, if you held your shares in street name and you did not indicate how you wanted your shares to be voted in the election of directors, your bank, broker or other nominee was allowed to vote your shares on your behalf in the election of directors as it deemed appropriate. In addition, your bank, broker or other nominee is prohibited from voting your uninstructed shares on any matters related to executive compensation, an amendment to our Amended and Restated Certificate of Incorporation to increase authorized shares of common stock and the issuance of shares of common stock upon conversion of our convertible senior notes due 2019. Thus, if you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote in the election of directors or on matters related to executive compensation, the amendment to our Amended and Restated Certificate of Incorporation and the issuance of shares of common stock upon conversion of our convertible senior notes due 2019, no votes will be consideredcast on these proposals on your behalf.

What Vote is Required to be “broker non-votes” with regard to that matter. BrokerApprove Each Proposal and How are Votes Counted?

Proposal 1:  Elect Directors		The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected.  You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors.  Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors.  As a result, any shares not voted by a customer will be treated as a broker non-vote.  Such broker non-votes will have no effect on the results of this vote.
Proposal 2:  Approve Amendment to our Amended and Restated Certificate of Incorporation		The affirmative vote of the majority of the holders of the Company’s common stock entitled to vote is required to approve the amendment to our Amended and Restated Certificate of Incorporation.  Abstentions and broker non-votes will be treated as votes against this proposal.
Proposal 3: Approval of the issuance of our common stock upon conversion of our convertible senior notes due 2019		The affirmative vote of the majority of the holders of the Company’s common stock entitled to voteis required to approve the issuance of our common stock upon conversion of our convertible senior notes due 2019. Abstentions and broker non-votes will be treated asvotes against this proposal.

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Proposal 4:  Ratify Selection of Independent Registered Public Accounting Firm		The affirmative vote of a majority of the shares cast affirmatively or negativelyfor this proposal is required to ratify the selection of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal.  If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote.  We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm.  However, if our stockholders do not ratify the selection of EisnerAmper LLP as our independent registered public accounting firm for 2015, our Audit Committee of our Board of Directors will reconsider its selection.
Proposal 5:  Approve an Advisory Vote on the Compensation of our Named Executive Officers		The affirmative vote of a majority of the shares cast affirmatively or negativelyfor this proposal is required to approve, on an advisory basis, the compensation of our named executive officers, as described in this proxy statement.  Abstentions will be treated as votes against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal.  As a result, any shares not voted by a customer will be treated as a broker non-vote.  Such broker non-votes will have no effect on the results of this vote.  Although the advisory vote is non-binding, the Organization and Compensation Committee and the Board of Directors will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be considered to be represented for purposes of determiningannounced at the annual meeting, and we will publish preliminary, or final results, if available, in a quorum but generally will not be considered to be entitled to vote with respect to that proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but a broker non-vote will not otherwise affect the outcomeCurrent Report on Form 8-K within four business days of the proposals being voted uponannual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. 

What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. We have engaged Morrow & Co., LLC, 470 West Ave., Stamford, Connecticut 06902, to assist us with the solicitation of proxies for a fee of $5,500, plus expenses.  In addition, our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

What Constitutes a Quorum for the Annual Meeting. With respect to a proposal that requiresMeeting?

The presence, in person or by proxy, of the holders of a majority of the outstanding shares, a broker non-vote has the same effect as a vote against the proposal.

Votes Required

The holders of capital stock representing a majority of the outstanding voting power of all outstanding shares of our common stock Series A Preferred Stock and Series C Preferred Stock entitled to vote at the Annual Meeting shallannual meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting.  Sharesannual meeting. Votes of our common stock, Series A Preferred Stock and Series C Preferred Stockstockholders of record who are present at the annual meeting in person or represented by proxy, (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will beabstentions, and broker non-votes are counted for purposes of determining whether a quorum existsexists.

Attending the Annual Meeting

The annual meeting will be held at 10:00 a.m.on May 20, 2015, at the offices ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. When you arrive at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signs will direct you to the appropriate meeting rooms. You need not attend the annual meeting in order to vote.

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Householding of Annual Meeting.Disclosure Documents

Proposal No. 1 - Election of Directors.

The affirmative vote of a pluralityrules of the votes castSecurities and Exchange Commission (the “SEC”) concerning the delivery of annual disclosure documents allow us or your broker to send a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the Annual Meeting is required forstockholders are members of the electionsame family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of directors.  A properly executedduplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy marked “Withhold Authority”statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single set of proxy materials this year, but you would prefer to receive your own copy, please contact Broadridge Financial Solutions, Inc., by calling their toll free number, 1-888-237-1900.

If you do not wish to participate in “householding” and would like to receive your own set of IGI’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another IGIstockholder and together both of you would like to receive only a single set of proxy materials, follow these instructions:

·

If your IGI shares are registered in your own name, please contact Broadridge Financial Solutions, Inc., and inform them of your request by calling them at 1-888-237-1900 or writing them at 51 Mercedes Way, Edgewood, New York 11717.

·

If a broker or other nominee holds your IGI shares, please contact the broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

You can choose this option and save the Company the cost of producing and mailing these documents by:

·

following the instructions provided on your proxy card;

·

following the instructions provided when you vote over the Internet; or

·

going towww.proxyvote.comand following the instructions provided.

11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the electionbeneficial ownership of oneour common stock as of March 29, 2015 for (a) the executive officers named in the Summary Compensation Table on page 28 of this proxy statement, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or more directors will not be votedinvestment power with respect to the director or directors indicated, although such proxy will be counted for purposes of determining whether there is a quorum.

Proposal No. 2 – Increase of Authorized Shares of Common Stock.  The affirmative vote of votes cast favoring the action exceeding the votes cast opposing the action is required to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorizedsecurities. We deem shares of common stock from 50,000,000 to a total of 60,000,000 shares.

Proposal No. 3 – Ratification of Auditor.  The affirmative vote of votes cast favoring the action exceeding the votes cast opposing the action is required to approve the ratification of EisnerAmper LLP as our independent registered public accounting firm.

2

Proposal No. 4 – Advisory Vote on “Say-on-Pay”.  The affirmative vote of votes cast favoring the action exceeding the votes cast opposing the action is required to approve,that may be acquired by an advisory vote,individual or group within 60 days of March 29, 2015 pursuant to the compensationexercise of ouroptions or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named executive officers, as disclosed in this proxy statement.

Proposal No. 5 – Advisory Vote on Frequencytable have sole voting and investment power with respect to all shares of “Say-on-Pay”.  The affirmative vote of votes cast favoring the action exceeding the votes cast opposing the action is required to approve, by an advisory vote, the frequency of holding an advisory vote on the compensation of our named executive officers.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

At the Annual Meeting, holders of our common stock Series A Preferred Stock and Series C Preferred Stock, votingshown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 52,827,453shares of common stock outstanding on March 29, 2015. Except as a single class and on an as-converted basis, will vote to elect sixotherwise indicated, the address of each of the persons in this table is c/o IGI Laboratories, Inc., 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.

		Shares Beneficially Owned
Name and Address of Beneficial Owner		Number				Percent
5% or more Stockholders:
Life Sciences Opportunities Fund II, L.P.(1)(8)			1,494,873				2.8	%
Life Sciences Opportunities Fund (Institutional) II, L.P.(1)(8)			8,356,988				15.8	%
Signet Healthcare Partners, LLC(1)(8)			9,851,861				18.6	%
Janus Capital Management LLC(2)			5,335,342				10.1	%
Amzak Capital Management, LLC(3)			4,574,576				8.7	%
Allianz Global Investors U.S. LLC(4)			3,590,013				6.8	%
Allianz Global Investors U.S. Holdings LLC(4)			3,590,013				6.8	%
Stephen J. Morris(5)			2,843,849				5.4	%
Pembroke Management, LTD(6)			2,811,354				5.3	%
Directors and Named Executive Officers:
Jason Grenfell-Gardner(7)			988,338				1.8	%
James C. Gale(1)(8)			9,991,485				18.9	%
Narendra Borkar(9)			165,000				*
Bhaskar Chaudhuri(10)			130,000				*
Steven Koehler(11)							*
John Celentano(12)							*
Jenniffer Collins(13)			244,706				*
All current executive officers and directors as a group (8 persons) (1)(7)(8)(9)(10)(11)(12)(13)			11,519,529				21.8	%

*

Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

12

(1)

Total aggregate ownership of the LOF Funds, as defined below, equals 9,851,861. However, the information provided in the table above is presented on the basis of the beneficial ownership of our shares of common stock by the LOF Funds as disclosed ina Schedule 13D filed by Life Sciences Opportunities Fund II, L.P. with the SEC on March 10, 2015, which reported ownership as of March 5, 2015. Life Sciences Opportunities Fund II, L.P. (“LOF”) directly holds 1,494,873 shares and Life Sciences Opportunities Fund (Institutional) II, L.P. (“LOF Institutional”, together with LOF, the “LOF Funds”) directly holds 8,356,988 shares, for a total of 9,851,861 securities that are held indirectly by Signet Healthcare Partners, LLC (“General Partner”), the general partner of each of the LOF Funds, James C. Gale, a director of ours, and the chief investment officer, a manager and member of the General Partner, the controlling member of the General Partner, SMW Investments I, LLC (“SMW”), and Don A. Sanders, Ben T. Morris and Donald V. Weir, the managing members of SMW. The 9,851,861 securities held by the LOF Funds are subject to shared voting power and shared dispositive power with the General Partner, Mr. Gale, SMW, Mr. Sanders, Mr. Morris and Mr. Weir. The General Partner, Mr. Gale, SMW, Mr. Sanders, Mr. Morris and Mr. Weir disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any. The address of each filer is Carnegie Hall Tower, 152 West 57th Street, 19th Floor, New York, NY 10019, except SMW, which is 600 Travis, Suite 5900, Houston, TX 77002.

(2)

This information is based solely on a Schedule 13G/A filed by Janus Capital Management LLC (“Janus Capital”) with the SEC on February 18, 2015, which reported ownership as of December 31, 2014. Janus Capital is an investment adviser or sub-advisor to its managed portfolios, including Janus Triton Fund. Janus Capital is the beneficial owner of 5,335,342 shares of IGI and has sole power to vote and dispose of all 5,335,342 shares. Janus Triton Fund is the beneficial owner of 2,665,784 shares and has the sole power to vote and dispose of all 2,665,784 shares. The address of Janus Capital and Janus Triton Fund is 151 Detroit Street, Denver, CO 80206.

(3)

This information is based solely on a Schedule 13G/A filed by Amzak Capital Management, LLC with the SEC on July 18, 2014, which reported ownership as of June 27, 2014. Includes shares held by Amzak Capital Management, LLC (“Amzak”), and Michael D. Kazma and Gerry Kazma, the managers of Amzak, who are deemed to share voting and investment power with respect to the shares held by Amzak. Each of Amzak, Michael D. Kazma and Gerry Kazma disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any. The address of Amzak, Michael D. Kazma and Gerry Kazma is 1 N. Federal Highway, Suite 400, Boca Raton, FL 33432.

(4)

Total aggregate ownership of Allianz, as defined below, equals 3,590,013. However, the information provided in the table above is presented on the basis of the beneficial ownership of our shares of common stock by Allianz as disclosed in a Schedule 13G filed by Allianz Global Investors U.S. Holdings LLC (“AGI Holdings”) with the SEC on February 13, 2015, which reported ownership as of December 31, 2014. Allianz Global Investors GmBH (“Allianz GmBH”), an affiliate of AGI Holdings, has sole voting and dispositive power over 354,827 shares. Allianz Global Investors U.S. LLC (“AGI US,” and, together with AGI Holdings and Allianz GmBH, “Allianz”) has sole voting power over 3,338,673 shares and sole dispositive power over 3,590,013 shares. Because AGI Holdings is the parent holding company of AGI US, it may be deemed to beneficially own the securities held by AGI US’s clients or accounts. The address of the AGI Holdings and AGI US is 680 Newport Center Drive, Suite 250, Newport Beach, CA 92660.

(5)

This information is partially based on a Form 4 filed with the SEC on July 7, 2009. Includes 2,546,855 shares which Mr. Morris owns jointly with his wife and 200 shares owned directly by his wife. Excludes 160,765 shares which are owned by Mr. Morris’ children as Mr. Morris disclaims beneficial ownership of such shares due to his children’s attainment of the age of majority. The address of Mr. Morris is 66 Navesink Avenue, Rumson, NJ 07760.

(6)

This information is based solely on an Schedule 13G filed by Pembroke Management, LTD with the SEC on February 9, 2015, which reported ownership as of December 31, 2014.Pembroke's address is 1002 Sherbrooke Street West, Suite 1700, Montreal, Quebec H3A 354, Canada.

(7)

Includes 163,338shares of common stock held by Mr. Grenfell-Gardner, 691,666shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015, 25,000 shares of common stock which may be acquired pursuant to restricted stock units (“RSUs”) exercisable within 60 days after March 29, 2015 and 108,334 shares of restricted stock that have not vested and will not vest within 60 days of March 29, 2015. Does not include 81,250 shares underlying restricted stock units which have not vested and will not be exercisable within 60 days after March 29, 2015 or options to purchase 555,834 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.

13

(8)

Includes 19,624shares of common stock held by Mr. Gale and 120,000shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015. Does not include options to purchase 35,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.

(9)

Includes 165,000shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015. Does not include options to purchase 30,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.

(10)

Includes 130,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015. Does not include options to purchase 25,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.

(11)

Does not include options to purchase 65,000shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.

(12)

Does not include options to purchase 30,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.

(13)

Includes 12,206shares of common stock held by Ms. Collins, 225,000 shares of common stock which may be acquired pursuant to stock options exercisable within 60 days after March 29, 2015 and 7,500 shares of common stock which may be acquired pursuant to RSUs exercisable within 60 days after March 29, 2015. Does not include 31,500 shares underlying restricted stock units which have not vested and will not be exercisable within 60 days after March 29, 2015 or options to purchase 90,000 shares of our common stock which have not vested and will not be exercisable within 60 days after March 29, 2015.

14

MANAGEMENT AND CORPORATE GOVERNANCE

Our Board of Directors

On March 27, 2015, our Board of Directors by pluralityaccepted the recommendation of the votes cast.  Our Board of Directors has proposed the following nominees:Nominating and Corporate Governance Committee and voted to nominate Jason Grenfell-Gardner, Narendra N. Borkar, Michael Hemric, Jason Grenfell-Gardner, Joyce Erony,Bhaskar Chaudhuri, Steven Koehler, James C. Gale and Bhaskar Chaudhuri.

AllJohn Celentano for election at the annual meeting for a term of the nominees are currently serving as our directors.  The Board of Directors is currently composed of six directors. None of our directors, executive officers or nominees for director is related by familyone year to any other director, executive officer or nominee for director.  If any nominee for director is unavailable to serve, we solicit discretionary authority to vote to elect another person unless we reduce the size of the Board of Directors.  Each director will serve until the next2016 annual meeting of stockholders, and until his or her successor hastheir respective successors have been elected and qualified, or until his or her earlier resignation or removal.  We

Set forth below are the names of the persons nominated as directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have no reasonheld directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to believeour Board of Directors’ conclusion at the time of filing of this proxy statement that any nominee will not be available for electioneach person listed below should serve as a director for the prescribed term.is set forth below:

The following table sets forth information regarding each of our current directors according to the information furnished to us by each such director:

Name		Age		Position with the Company
Name	Age	Positions Currently held with IGI	CommitteeMembership	Director of IGI Since
James C. Gale (1)	63	Director	N	2009 – Present
Jason Grenfell-Gardner	38	40		Director, President and Chief Executive Officer	—	2012 – Present
Narendra N. Borkar (1)	72	Director 74	C	2009 – Present Director
Bhaskar Chaudhuri(2)(3)		60		Director
Michael Hemric Steven Koehler(2)	60	Director 64	A, N	2009 - Present Director
James C. Gale(1)(3)		65		Director and Chairman
Joyce Erony John Celentano(1)(2)	53	Director 55	C	2009 – Present
Bhaskar Chaudhuri	58	Director	A	2010 – Present

(1)

Member of the Organization and Compensation Committee of the Board of Directors.

(2)

Member of the Audit Committee of the Board of Directors.

(3)

Member of the Nominating and Corporate Governance Committee of the Board of Directors.

(1)Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with IGI, either directly or indirectly. Based upon this review, our Board has determined that the following members of the Board are “independent directors” as defined by NYSE MKT: James C. Gale, Narendra N. Borkar, Bhaskar Chaudhuri, Steven Koehler and John Celentano.

Mr. Gale was initially appointed to

Jason Grenfell-Gardner – President, Chief Executive Officer and Director

Jason Grenfell-Gardner, age 40, has served asPresident and Chief Executive Officer of IGI Laboratories, Inc. since July 30, 2012 and has served as a member of our Board of Directors on May 15, 2009since 2012. Prior to joining IGI, Mr. Grenfell-Gardner spent over eight years at Hikma Pharmaceuticals, PLC, and its subsidiaries, including West-Ward Pharmaceutical Corp. in the United States. He served in a number of roles, most recently as Senior Vice President of Sales and Marketing from 2008 to June 2012. Before joining Hikma and beginning in 1998, Mr. Grenfell-Gardner worked throughout Central and Eastern Europe as a designeepartner at Trigon Capital, a boutique investment bank, focused on mergers and acquisitions. During his time in that region, Mr. Grenfell-Gardner served as chairman of the holdersboard of Series B-1 Convertible Preferred Stock.directors of AB Sanitas, as well as other board positions. Mr. Grenfell-Gardner holds an M.A. (Hons) in Economics from the University of St. Andrews in Scotland and an MBA from INSEAD. We believe Mr. Grenfell-Gardner’s qualifications to serve on the Board of Directors include his experience as a pharmaceutical executive and his experience in the commercialization of pharmaceutical products.

(2)

Ms. Erony was initially appointed toNarendra N. Borkar – Director

Narendra N. Borkar, age 74, has served as a member of our Board of Directors on March 13, 2009since 2009. Since 2006, Mr. Borkar has been employed as an independent consultant in the pharmaceuticals industry. From 2004 to 2006, he served as Chief Executive Officer of Aurobindo Pharma USA, Inc. From 1997 to 2003, he served as Chief Executive Officer of Caraco Pharmaceutical Laboratories, Ltd. From 1981 to 1997, he served in various senior roles for Novartis AG (formerly Ciba Geigy Corp.), from 1979 to 1981 as General Manager of Apte Amalgamations Ltd., and from 1976 to 1979 as an Engineer for Hoffmann-La Roche AG. Prior to that time, he served as a designeeProject Manager for Union Carbide Corp. and Merck & Company, Inc. Mr. Borkar holds a B.S. in Chemical Engineering from Bombay University, an M.S. from the University of Detroit, and an MBA from Rutgers, the holdersState University of Series B-1 Convertible Preferred Stock. Ms. Erony serves as the Chairwoman of the Board.

A – Audit Committee

C – Organization and Compensation Committee

N – Nominating and Corporate Governance Committee

3

5

When considering whether nominees for director have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Nominating and Corporate Governance Committee of the Board of Directors and the Board of Directors focused primarily on the information discussed in each of the directors’ individual biographies set forth above.

In particular, with regard to Mr. Borkar, the Board consideredinclude his over forty years of experience in the pharmaceutical industry, including having heldprior positions in various senior executive positions within the brand and generic segments of majorroles at pharmaceutical companies.  With regard to

Bhaskar Chaudhuri – Director

Bhaskar Chaudhuri, age 60, has served as a member of our Board of Directors since 2010. Mr. Chaudhuri has more than 20 years’ experience in pharmaceutical management, research and development. Since June 2011, he has been the Operating Partner at Frazier Healthcare Ventures. Prior to that time, Mr. Chaudhuri served as President of Valeant Pharmaceuticals International, Inc. from January 2009 to September 2010. Prior to joining Valeant, Mr. Chaudhuri served for seven years as President and Chief Executive Officer of Dow Pharmaceutical Sciences, Inc. and as a member of its board of directors from 2003 to 2008, at which time Dow was acquired by Valeant. Prior to that, Mr. Chaudhuri served as Executive Vice President of Scientific Affairs at Bertek Pharmaceuticals, Inc., a subsidiary of Mylan N.V., from 1998 to 2000. Prior to his positions at Bertek, Mr. Chaudhuri served as the General Manager of the Dermatology Division of Mylan. Mr. Chaudhuri joined Mylan through the acquisition of Penederm, Inc., where he worked from 1992 to 1998 in a number of senior positions before becoming the Vice President of Research and Development. Mr. Chaudhuri serves on the boards of directors of Corium International, Inc., Silvergate Pharmaceuticals, Inc. and Thesan Pharmaceuticals, Inc. Mr. Chaudhuri holds a B.S. in Pharmacy and an M.S. in Industrial Pharmacy from Jadavpur University and a Ph.D. in Pharmaceutics from the University of Louisiana. We believe Mr. Chaudhuri’s qualifications to serve on the Board consideredof Directors include his over twentymany years of experience in the pharmaceutical industry, including having heldhis prior positions in senior executive positions withroles at major pharmaceutical companies.  With Regard

Steven Koehler – Director

Steven Koehler, age 64, has served as a member of our Board of Directors since October 13, 2014.  Mr. Koehler retired from Merck & Co., Inc. in September 2011 where, from November 2009 to Ms. Erony,September 2011, he served as Vice President, Schering-Plough Controller and Special Projects, and was a member of the Finance Senior Leadership Team.  From March 2006 to November 2009, Mr. Koehler served as Vice President, Corporate Controller of Schering-Plough Corporation, where he also served as Chief Accounting Officer and led the finance integration after Schering-Plough’s acquisition of Organon International B.V.  Prior to his positions at Schering-Plough, Mr. Koehler served in several capacities at The Medicines Company, including Senior Vice President and Chief Financial Officer, from 2004 through 2006, and Vice President, Finance and Business Administration, from 2002 to 2004.  From 2001 to 2002, Mr. Koehler was Vice President, Finance and Chief Financial Officer, of Vion Pharmaceuticals, Inc.  Prior to his position at Vion, Mr. Koehler served in a number of senior finance positions at Knoll Pharmaceuticals, Inc. and Knoll AG between 1995 and 2001.  Mr. Koehler was Vice President, Finance and Treasurer, of Boots Pharmaceuticals, Inc. from 1993 to 1995. From 1977 to 1993, he held positions in finance and accounting with the American Hospital Supply Corporation, then with Baxter International, Inc. after the two companies merged in 1985.  Mr. Koehler began his career with Arthur Andersen LLP in Chicago from 1973 to 1977.  Mr. Koehler is a Certified Public Accountant and holds a B.A. from Duke University and an MBA from the Kellogg Graduate School of Management, Northwestern University. We believe Mr. Koehler’s qualifications to serve on the Board considered her investmentof Directors include his many years of experience her role as managing director of Citigroup’s activities in specialty pharmaceuticals,the pharmaceutical industry, including his senior leadership positions at several pharmaceutical companies, as well as her experiencehis extensive financial experience.

James C. Gale – Director

James C. Gale, age 65, has served as a director with other companies.  With regard tomember of our Board of Directors since 2009. Mr. Gale is the Founding Partner of Signet Healthcare Partners and currently serves as its Managing Director. Prior to founding Signet in 1999, from 1991 to 1998, Mr. Gale was head of principal investment activities and investment banking at Gruntal & Co., LLC. Prior to joining Gruntal, Mr. Gale originated and managed private equity investments for Home Insurance Co., Gruntal’s parent company, from 1989 to 1994. Mr. Gale is currently the Chairman of the Board consideredof Alpex Pharma SA. He also serves on the boards of directors of Bion Pharmaceuticals, Inc., Pfenex Inc. and SpePharm AG, and serves as lead director of Knight Therapeutics Inc. Mr. Gale holds a B.A. from the University of Arizona and an MBA from the University of Chicago. We believe Mr. Gale’s qualifications to serve on the Board of Directors include his investment experience, his role as the head of principal investment activities at Gruntal & Co., LLC, as well as his experience as a director with otherof pharmaceutical companies.  With regard to Mr. Hemric, the Board considered his over twenty-five years experience with Alcon Laboratories.  With regard to Mr. Grenfell-Gardner, the Board considered his experience

John Celentano – Director

John Celentano, age 55, has served as a pharmaceutical executive with a successful track recordmember of the commercialization of pharmaceutical products.

Independence of Directors

Ourour Board of Directors has determined that Joyce Erony, James C. Gale, Narendra N. Borkar, Michael Hemric and Bhaskar Chaudhuri are independent directors pursuantsince March 2015.  Mr. Celentano is an advisor to the independence standards established bypharmaceutical industry.  He retired from Bristol-Myers Squibb Company on July 1, 2013 where he served as Senior Vice President, Amylin Integration Leader from July 2012 to June 2013 and as Senior Vice President, Human Resources, Public Affairs and Philanthropy from March 2010 to June 2012.  Mr. Celentano serves on the NYSE:MKTboards of directors of privately held JJ White Inc. and the Securities and Exchange Commission, or the SEC.  

For information relating to shares of our common stock held by eachYourEncore Inc., as well as The Pennington School. Mr. Celentano additionally serves as Vice-Chairman of the board of directors see “Security Ownership of Certain Beneficial OwnersCatholic Medical Mission Board, an international nonprofit healthcare organization. Mr. Celentano holds a B.A. from the University of Delaware and Management.”

Vote Required

A plurality of the votes by the stockholders entitledan MBA from Drexel University. We believe Mr. Celentano’s qualifications to vote and who are present in person or represented by proxy at the Annual Meeting will be required to elect the six nominees to our Board of Directors.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE SIX NOMINEES, NARENDRA N. BORKAR, MICHAEL HEMRIC, JASON GRENFELL-GARDNER, JOYCE ERONY, JAMES GALE AND BHASKAR CHAUDHURI.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock, which we refer to as Reporting Persons, to file with the SEC and the NYSE:MKT initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. SEC regulations also require such persons to furnish us with copies of all such reports. Based solelyserve on our review of copies of reports filed by Reporting Persons and furnished to us, we believe that, except as set forth below, during 2012 our officers, directors and holders of more than 10% of our common stock complied with all Section 16(a) filing requirements.  .  During 2012, Jason Grenfell-Gardner filed a Form 5 to report one transaction relating to one late Form 4 and Jenniffer Collins filed a Form 5 to report one transaction relating to one late Form 4.

6

STRUCTURE AND PRACTICES OF THE BOARD OF DIRECTORS

Corporate Governance Principles

Our Certificate of Incorporation, together with all amendments and Certificate of Designations, our Bylaws, and the charters of the Audit Committee, Nominating and Corporate Governance Committee, and Organization and Compensation Committee, provide the framework for our management and governance.

Our Board of Directors is elected by and responsible to our stockholders.  Except with respect to matters reserved to stockholders, the Board of Directors is our ultimate decision making body.  In that capacity,include his extensive experience in the Boardpharmaceutical industry.

Committees of Directors takes an engaged and focused approach to its responsibilities and duties, and sets standards to better ensure that we are committed to business success and enhancement of stockholder value by maintaining the highest standard of responsibility and ethics.  The Board of Directors has designed its governance approach to be a working structure for principled actions, effective decision-making and appropriate monitoring of both compliance and performance.  Joyce Erony is the current chairwoman of our Board of Directors.

Our employees, managers and officers conduct our business under the direction of senior management and the leadership of our Chief Executive Officer, who are accountable to the Board of Directors and ultimately toMeetings

Meeting Attendance. During the stockholders.  Management is responsible for the day-to-day operationfiscal year ended December 31, 2014,there were sixmeetings of our business, strategic planning, budgeting, financial reporting and risk management.

Committees of the Board of Directors

Our Board of Directors, has an Audit Committee, a Nominating and Corporate Governance Committee, and an Organization and Compensation Committee.  As of April 2013, the compositions of thevarious committees of the Board met a total of Directors are as follows:

* – Denotes Chairman

Organizationseven times. No director attended fewer than 75% of the total number of meetings of the Board and Compensation Committee.  Ourof committees of the Board of Directorson which he served during fiscal 2014. The Board has adopted a charter governing the duties and responsibilitiespolicy under which each member of the Organization and Compensation Committee.  The full text of the charter of the Organization and Compensation CommitteeBoard is available on our website atwww.igilabs.com.  Pursuantstrongly encouraged to the charter, the purposes of the Committee are to: (i) recommend to the Board of Directors compensation arrangements for the Chief Executive Officer and other executive officers and review their responsibilities and performance and plans for their succession; and (ii) approve compensation arrangements for and changes in other corporate officers.  In furtherance of this purpose, the Committee shall have the following goals and responsibilities:

·

Review with appropriate representativesattend each annual meeting of our managementstockholders. All of our organizational structure and, in particular, the responsibilities and performance of executive officers and, from time to time, senior operations executives and the plans for their succession; and to report at least annually thereon to the Board of Directors.

·

Consider appropriate competitive data and recommend to the Board of Directors compensation and fringe benefits (except pensions generally applicable to salaried employees) for executive officers.

·

Consider appropriate competitive data, and any recommendation made by the Chief Executive Officer and approve: (i) executive salary structure; and (ii) compensation and fringe benefits (except pensions generally applicable to salaried employees) for other corporate officers.

7

·

In connection withdirectors attended our annual incentive compensation programs, each year: (i) review and approve the Chief Executive Officer’s goals and his/her performance against those goals; (ii) approve annual incentive compensation targets; (iii) approve an annual incentive compensation award for the Chief Executive Officer, other executive officers and other corporate officers; (iv) review the annual performance objectivesmeeting of the other executive officers; and (v) review annual incentive compensation awards for senior operations executives.stockholders held in 2014.

·

Review with appropriate officers: (i) changes in corporate officers; (ii) policy on matters pertaining to compensation; (iii) special benefits and perquisites; (iv) each year on a retrospective basis, compensation changes made in the prior year to determine whether policies established by the Committee have been executed as intended and are achieving the intended result; (v) each year on a retrospective basis, corporate results against corporate goals; and (vi) any other matter of concern to the Committee relating to our overall corporate organization or compensation policy.

The current members of the Organization and Compensation Committee are Narendra Borkar (Chair) and Joyce Erony.  In 2011, Mr. Chaudhuri replaced Ms. Erony on the Organization and Compensation Committee due to her position as our interim Chief Financial Officer.  In April of 2012, Ms. Erony replaced Mr. Chaudhuri on the Organization and Compensation Committee.  We believe that the composition and functioning of the Organization and Compensation Committee in 2012 complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, NYSE:MKT and SEC rules and regulations, including those regarding the independence of the Organization and Compensation Committee Members. During our 2012 fiscal year, the Organization and Compensation Committee met three times.

Audit Committee.  The Audit Committee has been established for the purpose of overseeing our accounting and financial reporting processes and the audit of our annual financial statements, as well as our internal controls and audit functions. The Audit Committee operates under a written charter adopted by the Board of Directors.  The full text of the charter of the Audit Committee is available on our website atwww.igilabs.com.

As described more fully in the Audit Committee Charter, the purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities to stockholders concerning our accounting and reporting practices, and to facilitate open communication between the Audit Committee, the Board of Directors, our outside auditor and management. The Audit Committee is required to discharge its responsibilities, and assess the information provided by our management and the outside auditor, in accordance with its business judgment.  In exercising its business judgment, the Audit Committee is required to rely on the information and advice provided by management and/or our outside auditor.  Pursuant to its charter, the function of the Audit Committee includes:

·

to provide the opportunity for direct communication between the Board of Directors and our external auditors;

·

to monitor the design and maintenance of our system of internal accounting controls;

·

to select, evaluate and, if necessary, replace the external auditor;

·

to review the results of internal and external audits as to the reliability and integrity of the financial and operating information systems established to monitor compliance with our policies, plans and procedures and with laws and regulations; and

·

to review the relationship between us and the external auditors and to ascertain the independence of the external auditors.

The members of the Audit Committee in 2012 were Bhaskar Chaudhuri (Chair) and Michael Hemric.  We believe that the composition and functioning of our audit committee in 2012 complied with all applicable requirements of the Sarbanes-Oxley Act of 2002, NYSE:MKT and SEC rules and regulations, including those regarding the independence of the Audit Committee members.  The Board of Directors determined that Bhaskar Chaudhuri was an “audit committee financial expert” as currently defined under the SEC’s rules implementing Section 407 of the Sarbanes-Oxley Act of 2002 during the time he served on the Audit Committee.  The Our Audit Committee met five times during the 2012 fiscal year.  

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In April of 2012,2014. This committee currently has three members, Steven Koehler (Chairman), Bhaskar Chaudhuri replaced Jane E. Hager, a former director, as member and ChairJohn Celentano. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews annual financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. All members of the Audit Committee.  Committee satisfy the current independence standards promulgated by the SEC and by the NYSE MKT, as such standards apply specifically to members of audit committees. The Board has determined that Mr. Koehler is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

A copy of the Audit Committee’s written charter is publicly available on our website atwww.igilabs.com.

Organization and Compensation Committee. Our Organization and Compensation Committee met once during fiscal 2014. This committee currently has three members, Narendra Borkar (Chairman), James C. Gale and John Celentano. Our Organization and Compensation Committee’s role and responsibilities are set forth in the Organization and Compensation Committee’s written charter, and includes reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors are carried out and that such policies, practices and procedures contribute to our success. Our Organization and Compensation Committee also administers our 2009 Equity Incentive Plan, as amended (the “2009 Plan”), and our 1999 Director Stock Option Plan, as amended (the “1999 Director Plan”). The Organization and Compensation Committee is responsible for the determination of the compensation of our chief executive officer, and shall conduct its decision making process with respect to that issue without the chief executive officer present. All members of the Organization and Compensation Committee qualify as independent under the definition promulgated by the NYSE MKT.

The Organization and Compensation Committee has the authority to directly retain the services of any consulting firm to assist in fulfilling its responsibilities and to approve any fee arrangements for work performed. The Compensation Committee’s independent compensation consultant during fiscal year 2014 was the Hay Group (the “Hay Group”). The Hay Group was engaged by, and reported directly to, the Organization and Compensation Committee, which had the sole authority to hire or fire them and to approve fee arrangements for work performed. The Hay Group assisted the Organization and Compensation Committee in fulfilling its responsibilities under its charter, including advising on proposed compensation packages for executive officers, compensation program design and market practices generally. The Organization and Compensation Committee authorized the Hay Group to interact with management on behalf of the Organization and Compensation Committee, as needed, in connection with advising the Organization and Compensation Committee, and the Hay Group was included in discussions with management and, when applicable, the Organization and Compensation Committee’s outside legal counsel on matters being brought to the Organization and Compensation Committee for consideration. As described in “Compensation Discussion and Analysis – Compensation Consultants,” the Hay Group assisted the Organization and Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices. The Hay Group also assisted the Organization and Compensation Committee in comparing our director compensation program and practices against those of our peers. We used the information we obtained from the Hay Group primarily for evaluating our executive compensation practices, including measuring the competitiveness of our practices. The Organization and Compensation Committee has assessed the independence of the Hay Group pursuant to SEC rules and the corporate governance rules of the NYSE MKT and concluded that no conflict of interest existed that would have prevented the Hay Group from independently representing the Organization and Compensation Committee.

The Organization and Compensation Committee, and, where applicable, the Chief Executive Officer reviews the performance of each named executive officer in light of the above factors and determines whether the named executive officer should receive any increase in base salary or receive a discretionary equity award based on such evaluation. During fiscal year 2014, the Organization and Compensation Committee did not adhere to a formula or other quantitative measures with respect to compensation but rather relied on qualitative and subjective evaluations to determine the appropriate levels of compensation for our named executives.

Please also see the report of the Organization and Compensation Committee set forth elsewhere in this proxy statement.

A copy of the Organization and Compensation Committee’s written charter is publicly available on our website atwww.igilabs.com.

Nominating and Corporate Governance Committee.  Committee.Our Board of DirectorsNominating and Corporate Governance Committee met once during fiscal 2014 and has adopted a charter governing the dutiestwo members, Bhaskar Chaudhuri (Chairman) and James C. Gale. The Nominating and Corporate Governance Committee’s role and responsibilities ofare set forth in the Nominating and Corporate Governance Committee.  TheCommittee’s written charter and include evaluating and making recommendations to the full textBoard as to the size and composition of the charterBoard and its committees, evaluating and making recommendations as to potential candidates and evaluating current Board members’ performance. Both members of the Nominating and Corporate Governance Committee qualify as independent under the definition promulgated by NYSE MKT.

If a stockholder wishes to nominate a candidate for director who is available onnot to be included in our websiteproxy statement, it must follow the procedures described in our Amended and Restated By-Laws and in “Stockholder Proposals and Nominations for Director” atwww.igilabs.com.  Pursuant to the charter, the purposeend of this proxy statement.

In addition, under our current corporate governance policies, the Nominating and Corporate Governance Committee is to identify individuals qualified to become members of our Board of Directors, and to recommend that our Board of Directors select the director nominees for the next annual meeting ofmay consider candidates recommended by stockholders to develop and recommend to the Board of Directors a set of corporate governance principles applicable to us, and to make recommendations on compensation of the Board of Directors.  In furtherance ofas well as from other sources, such purpose,as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating and Corporate Governance Committee shall havemay consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the following goals and responsibilities:

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To identify, review and recommendindustry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board of Directors, qualified candidatesand concern for director nominees to fill any existing or anticipated vacancythe long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the Board of Directors;

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To identify, review and recommendsame basis as candidates from other sources. If a stockholder wishes to the Board of Directors, prior to each year’s annual meeting of stockholders, successors to the class of directors whose term shall then expire (including any director in such class proposing to standpropose a candidate for election to another term), and additional director nominees, if any, for election to the Board of Directors on whose behalf the Board of Directors will solicit proxies;

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To recommend to the Board of Directors the size of the Board of Directors;

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To review and make recommendations to the Board of Directors with respect to suggestions for director nominees made by stockholders to the Board of Directors or to management in accordance with our Bylaws;

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To review annually the Board of Director’s overall performance and oversee the annual performance evaluation for each of its committees;

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To recommend to the Board of Directors whether resignations tendered by members who have hadconsideration as a substantial change in their job responsibilities should be accepted;

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To review annually the Board of Director’s committee structure, charters and membership and recommend to the Board of Directors changes, if any; and, in consultation with the Chairman of the Board of Directors, recommend to the Board of Directors the assignment of members of the Board of Directors to the various committees and appointment, rotation or removal of committee chairs;

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To review and make recommendations to the Board of Directors with respect to changes in directors’ compensation and benefits; and

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To develop and recommend to the Board of Directors a set of corporate governance guidelines and to review the guidelines at least annually and recommend changes as necessary.

The Nominating and Corporate Governance Committee shall have sole authority to retain and terminate any consulting firm to assist it in carrying out its duties and responsibilities, as the committee may deem appropriate in its sole discretion.  The Nominating and Corporate Governance Committee shall have sole authority to approve related fees and other retention terms.

The Nominating and Corporate Governance Committee’s process for recruiting and selecting nominees is for Committee members to attempt to identify individuals who are thought to have certain minimum qualifications, including appropriate business background and experience, industry specific knowledge and general reputation and expertise that would allow them to contribute as effective directors to our governance, and who are willing to serve as directors of a public company.  The Nominating and Corporate Governance Committee also considers such other factors as it deems appropriate, including the current composition of the Board.  The Committee and Board believe that Board membership should reflect diversity in its broadest sense, including persons diverse in skills, background, gender and ethnicity.  The Committee has not adopted a formal policy for the consideration of diversity in identifying candidates for the Board.  

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To date, we have not engaged any third party to assist in identifying or evaluating potential nominees.  After a possible candidate is identified, the individual meets with various members of the Committee to ascertain his or her interest and willingness to serve, and Committee members discuss among themselves the individual’s potential to be an effective member of the Board of Directors.  If the discussions and evaluation are positive, the individual is recommendednominee by the Nominating and Corporate Governance Committee under our corporate governance policies, it should submit such recommendation in writing to the entire Board of Directors.

The entire Board of Directors, including the Nominating and Corporate Governance Committee, approved the nomination of the candidates reflected in Proposal No. 1.  The Nominating and Corporate Governance Committee will consider stockholder recommendations for candidates to serve on the Board of Directors.  The name of any recommended candidate for director, together with pertinent biographical information, a document indicating the candidate’s willingness to serve if elected, and evidence of the nominating stockholder’s ownership of our common stock should be sent to the Nominating and Corporate Governance Committee c/o IGI Laboratories, Inc., Corporate Secretary at our corporate offices, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310.  To date, the

The Nominating and Corporate Governance Committee has not adoptedconsiders issues of diversity among its members in identifying and considering nominees for director, and strives, where appropriate, to achieve a specific formal policy with respect todiverse balance of backgrounds, perspectives, and experience on the consideration of director candidates recommended by stockholdersboard and to date no director candidates have been recommended by stockholders.  If a director candidate were to be recommended by a stockholder, the Nominating and Corporate Governance Committee expects to evaluate such candidate in the same manner it evaluates director candidates it identifies.its committees.

The members

A copy of the Nominating and Corporate Governance Committee in 2012 were Michael Hemric (Chair) and James Gale.  In April 2012, Jane E. Hager resigned from her positionCommittee’s written charter is publicly available on the NominatingCompany’s website atwww.igilabs.com.

Organization and Corporate GovernanceCompensation Committee due to her decision not to run for election in 2012.  Michael Hemric replaced Ms. HagerInterlocks and Insider Participation. Our Organization and Compensation Committee has three members, Narendra Borkar (Chairman), James C. Gale and John Celentano. No member of the Organization and Compensation Committee has been an officer or employee of IGI. None of our executive officers serves on the Nominatingboard of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or Organization and Corporate Governance Committee,Compensation Committee.

Board Leadership Structure and accepted the positionRole in Risk Oversight

Our Board of Directors has five independent members and one non-independent member who serves as Chair of the Nominatingour President and Corporate Governance Committee.Chief Executive Officer. We believe that the compositionnumber of the Nominating and Corporate Governance Committee in 2012 and the current composition complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, NYSE:MKT and SEC rules and regulations, including those regarding the independence of the Nominating and Corporate Governance Committee members. The Nominating and Corporate Governance Committee met onetime during the 2012 fiscal year.  Since the Nominating and Corporate Governance Committee is composed solely of non-managementindependent, experienced directors all nominees for director at the Annual Meeting were nominated by non-management directors.

Board Meeting and Attendance

During our 2012 fiscal year,that make up our Board of Directors, met tentimes.  Each incumbent director attended at least 75%along with the independent oversight of the total numberBoard of Directors by the Non-Executive Chairman, benefits our company and our shareholders. All of our independent directors have demonstrated leadership in other organizations and are familiar with board of director processes.

The Chairman of the Board of Directors presides at all meetings of the Board of Directors. The Chairman is appointed on an annual basis by a majority vote of the directors. Currently, the offices of Chairman of the Board of Directors and each committeeChief Executive Officer are separated. We have no fixed policy with respect to the separation of the board on which such director served.

As required, independent membersoffices of the board meetChairman of the Board of Directors and Chief Executive Officer. Currently, two separate individuals serve in executive sessions outside the presencepositions of Chairman of our Board of Directors and Chief Executive Officer. We believe that our current leadership structure is optimal for the Company at this time.

Our management is principally responsible for defining the various risks facing the Company, formulating risk management policies and procedures, and managing our risk exposures on a day-to-day basis. The Board of Directors’ principal responsibility in this area is to ensure that sufficient resources, with appropriate technical and managerial skills, are provided throughout the Company to identify, assess and facilitate processes and practices to address material risk and to monitor our risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks. The involvement of the Board of Directors in reviewing our business strategy is an integral aspect of the Board of Directors’ assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company.

While the full Board of Directors has overall responsibility for risk oversight, the Board of Directors has elected to delegate oversight responsibility related to certain risks committees, which in turn report on the matters discussed at the committee level to the full Board of Directors. For instance, our Audit Committee focuses on the material risks facing the Company, including operational, market, credit, liquidity and legal risks. Additionally, our Organization and Compensation committee could be charged with reviewing and discussing with management whether our compensation arrangements are consistent with effective controls and sound risk management. Our management reports to the Board of Directors and Audit Committee on a regular basis regarding risk management.

Stockholder Communications with Directors and Director Attendance at Annual Meetingsto the Board

Stockholders who wish to send communications to our Board of Directors may do so by sending them c/o IGI Laboratories, Inc., Corporate Secretary, 105 Lincoln Avenue, PO Box 687, Buena, New Jersey 08310. Such communications may be addressed either to specified individual directors or the entire Board of Directors. The Corporate Secretary will have the discretion to screen and not forward to directors communications that the Corporate Secretary determines are communications unrelated to our business or governance, commercial solicitations, offensive, obscene, or otherwise inappropriate. The Corporate Secretary will, however, compile all stockholder communications that are not forwarded and such communications will be available to any director.

It is

Executive Officers

During the policyyear ended December 31, 2014, we had one executive officer who was not also a director, Jenniffer Collins, who serves as our Chief Financial Officer. We have employment agreements with each of our Board of Directors that directors are strongly encouraged to attend all annual stockholder meetings. Eachexecutive officers, Jason Grenfell-Gardner and Jenniffer Collins. See the section of our directors serving at the time attended the 2012 annual meeting of stockholders.

Board Leadership Structure

The Chairman of the Board presides at all meetings of the Board. The Chairman is appointed on an annual basis by a majority vote of the directors. Currently, the offices of Chairman of the Board and Chief Executive Officer are separated. We have no fixed policy with respect to the separation of the offices of the Chairman of the Board and Chief Executive Officer. The Board believes that the separation of the offices of the Chairman of the Board and Chief Executive Officer is part of the succession planning process and that it is in the best interests of the company to make this determination from time to time.

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Oversight of Risk Management

We are exposed to a number of risks and we regularly identify and evaluate these risks and develop plans to manage them effectively. Our Chief proxy statement entitled “Executive Officer and Director Compensation – Employment Agreements with Executive Officers.”

Jenniffer Collins – Chief Financial Officer are directly responsible for our risk management function and report to our Board and Audit Committee in this regard. In fulfilling their risk management responsibilities, our Chief Executive Officer and Chief Financial Officer work closely with members of senior management, including our accounting staff.

On behalf of the Board of Directors, the Audit Committee plays a key role in the oversight of our risk management policy. In that regard, the Chief Financial Officer meets with the Audit Committee at least four times a year to discuss the risks facing us, highlighting any new risks that may have arisen since they last met.  The Audit Committee reports to the Board of Directors on a regular basis to apprise them of their discussions with the Chief Financial Officer. Finally, the Chief Financial Officer and Chief Executive Officer report directly to the Board of Directors on at least an annual basis to apprise them directly of our risk management efforts.

Standards of Business Conduct

The Company has adopted written standards of business conduct that applies to all directors, officers and employees of the Company and its subsidiaries.  The Company’s standards of business conduct is available at its website atwww.igilabs.com.  Any amendments to the standards of business conduct or waivers from the provisions of the standards of business conduct for the Company’s principal executive officer and principal financial and accounting officer will be disclosed in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting or the issuance of a press release of such amendments or waivers is then permitted by the rules of NYSE:MKT.

Director Compensation

Director Options.  In September 1999, our Board of Directors adopted the 1999 Director Stock Option Plan, which we refer to as the 1999 Plan.  Under the 1999 Plan, on January 2 of each year, (i) each non-employee director is granted a stock option to purchase 15,000 shares of our common stock; and (ii) each of the Chairmen of the Audit Committee and the Organization and Compensation Committee is granted additional stock options to purchase 15,000 and 10,000 shares of our common stock, respectively. Additionally, under the 1999 Plan, each newly elected director will receive a stock option grant to purchase 15,000 shares of our common stock at the time of his or her election.  All of such options will be granted at an exercise price equal to the closing price of our common stock on the NYSE:MKT on the date of grant. All options granted under the 1999 Plan become 100% vested 12 months after the date of grant.

Director Fees.  During 2009, the directors unanimously adopted a non-employee director compensation program which provides for equity grants to our non-employee directors under, pursuant to and in the amounts that were provided for in the original 1999 Plan as set forth above. The board of directors also approved the payment of an annual cash retainer of $25,000, payable quarterly, to each non-employee director and a one-time grant of an option to purchase an additional 15,000 shares of our common stock to a non-employee director when he or she joins the Board of Directors (in addition to the similar 15,000 share grant pursuant to the 1999 Plan) pursuant to such program. This one-time award is granted to non-employee directors who join the Board of Directors after April 7, 2010. Ms. Erony and Mr. Gale have indicated that they will voluntarily defer any cash compensation otherwise due to them on account of director fees unless, until and only in the event that we return to profitability.  In 2010, the Board of Directors reduced the annual grant to the Chairman of the Audit Committee from an option to purchase 15,000 shares of common stock to an option to purchase 10,000 shares of common stock.  In 2012, the Board of Directors increased the annual grant to the Chairman of the Audit Committee from an option to purchase 10,000 shares of common stock to an option to purchase 20,000 shares of common stock and increased the annual grant to the Chairman of the Organization and Compensation Committee from an option to purchase 10,000 shares of common stock to an option to purchase 15,000 shares of common stock.  In addition, the Chairperson of the Board will receive an annual grant of an option to purchase 20,000 shares of common stock.

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2012 DIRECTOR COMPENSATION