SIGMATRON INTERNATIONAL, INC.
2201 Landmeier Road
Elk
Grove Village, IL 60007
2024 ANNUAL MEETING OF STOCKHOLDERS
October 22, 2024
PROXY STATEMENT
General
This Proxy Statement and the accompanying proxy are furnished to stockholders of SigmaTron International, Inc. (the
Company, we, or us) in connection with the solicitation of proxies by the Companys Board of Directors for use at the 2024 Annual Meeting of Stockholders or any adjournment or postponement thereof (sometimes
referred to herein as the Meeting or the Annual Meeting) to be held at the offices of the Company, located at 2201 Landmeier Road, Elk Grove Village, Illinois 60007, at 10:00 a.m. local time, on Tuesday, October 22,
2024, for the purposes set forth in the accompanying Notice of Meeting. This Proxy Statement, the form of proxy card included herewith, and the Companys Annual Report to Stockholders for the fiscal year ended April 30, 2024 are being
mailed to stockholders on or about September 20, 2024.
The purpose of the meeting is to consider a vote upon proposals to
(i) elect three Class I Directors to hold office until the 2027 Annual Meeting, (ii) ratify the selection of BDO USA, P.C. as the Companys registered public accountants for the fiscal year ending April 30, 2025, (iii)
approve, on an advisory basis, the compensation of the Companys Named Executive Officers, (iv) approve, on an advisory basis, the frequency of future advisory votes on executive compensation and (v) transact such other business as
may properly come before the Meeting.
You are urged to attend the Annual Meeting in person. Whether or not you expect to be present in
person at the Annual Meeting, we encourage you to vote in advance of the Annual Meeting by signing, dating and returning the enclosed proxy card in the envelope provided.
Questions and Answers about Voting and the Annual Meeting
When and where is the Meeting?
The
Meeting will be held at the offices of the Company, located at 2201 Landmeier Road, Elk Grove Village, Illinois 60007, at 10:00 a.m. local time, on Tuesday, October 22, 2024.
Who can attend the Meeting?
Only
stockholders of record (that is, those who hold their shares in certificate form or whose shares are registered in their name on the books of the Companys transfer agent, American Stock Transfer and Trust Company), may attend the Meeting. If
you hold your shares in street name (not registered in your name) you must obtain and bring to the Meeting a proxy signed by the record holder giving you the right to vote the shares on their behalf and provide evidence of stock
holdings, such as a recent brokerage account or bank statement.
To attend the Meeting in person you must present photo identification,
such as a drivers license.
Who can vote at the Meeting?
Stockholders of record as of the close of business on August 23, 2024, are entitled to notice of and to vote at the Meeting. On such date,
there were outstanding 6,119,288 shares of common stock, par value $.01 per share. In deciding all matters presented to the stockholders for a vote at the Meeting, each holder of common stock shall be entitled to one vote, in person or by
proxy, for each outstanding share of common stock held on the record date.
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