You are hereby notified that the 20082010 Annual Meeting of Stockholders of SigmaTron International, Inc. (the “Company”) will be held at the Holiday InnSigmaTron International, Inc., located at 1000 Busse2201 Landmeier Road, Elk Grove Village, Illinois 60007, at 10:00 a.m. local time, on Friday, September 19, 2008,17, 2010, for the following purposes:

The Board of Directors has fixed the close of business on July 25, 200823, 2010 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meetingand/or adjournments thereof.

You are urged to attend the Annual Meeting in person. Whether or not you expect to be present in person at the Annual Meeting, please mark, date, sign and return the enclosed proxy in the envelope provided.

This Proxy Statement and the accompanying proxy are furnished to stockholders of SigmaTron International, Inc. (the “Company”) in connection with the solicitation of proxies by the Company’s Board of Directors for use at the 20082010 Annual Meeting of Stockholders (the(sometimes referred to herein as the “Meeting”) to be held at the Holiday InnSigmaTron International, Inc., located at 1000 Busse2201 Landmeier Road, Elk Grove Village, Illinois, 60007, at 10:00 a.m. local time, on Friday, September 19, 2008,17, 2010, for the purposes set forth in the accompanying Notice of Meeting. This Proxy Statement, the form of proxy included herewith and the Company’s Annual Report to Stockholders for the fiscal year ended April 30, 20082010 are being mailed to stockholders on or about August 15, 2008.13, 2010.

Stockholders of record at the close of business on July 25, 200823, 2010 are entitled to notice of and to vote at the Meeting. On such date there were outstanding 3,822,5563,823,056 shares of common stock, par value $.01 per share (the “Common Stock”).share. The presence, in person or by proxy, of the holders of a majority of the shares of Common Stockcommon stock outstanding and entitled to vote at the Meeting is necessary to constitute a quorum. In deciding all questions, each holder of Common Stockcommon stock shall be entitled to one vote, in person or by proxy, for each share held on the record date.

If you are a stockholder of record (that is, if you hold your shares in certificate form registered in your name on the books of the Company’s transfer agent, American Stock Transfer and Trust Company, as of the close of business on July 25, 2008)23, 2010), and attend the Meeting, you may deliver your completed proxy card in person. However, if you hold your shares in “street name” (not certificate form) (a) you must return your voting instructions to your broker or nominee so that the holder of record can be instructed how to vote those shares or (b) if you wish to attend the Meeting and vote in person, you must obtain and bring to the Meeting a proxy signed by the record holder giving you the right to vote the shares in order to be able to vote at the Meeting. (You maynotuse the voting instruction form provided by your broker or nominee to vote in person at the Meeting.) For directions to the meeting, please contact the Company at847-956-8000.

Votes cast by proxy or in person at the Meeting will be tabulated by the election inspector appointed for the Meeting and will determine whether or not a quorum is present. The election inspector will treat abstentions as shares that are present and entitled to vote but as not voted for purposes of determining the approval of any matter submitted to the stockholders for a vote. Abstentions will have the same effect as negative votes on the proposal to ratify the selection of the auditor. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter (“Broker Non-Votes”), those shares will not be considered as present and entitled to vote with respect to that matter.

Properly executed proxies will be voted in the manner directed by the stockholders. If no direction is indicated, such proxies will be voted FOR the election of the nomineeseach nominee named under the caption “Election of Two Class II Directors” as set forth therein as a director of the Company, and FOR the ratification of the selection of BDO Seidman,USA, LLP as the Company’s independent auditors.registered public accountants. If a quorum is present at the Meeting, directors will be elected by a plurality of the votes cast. The ratification of the selection of auditors requires an affirmative vote by holders of a majority of the shares present at the Meeting in person or by proxy and entitled to vote. Any proxy may be revoked by the stockholder at any time prior to the voting thereof by notice in writing to the Secretary of the Company, either prior to the Meeting (at the above address) or at the Meeting if the stockholder attends in person. A later dated proxy will revoke a prior dated proxy.

All expenses incurred in the solicitation of proxies will be borne by the Company. In addition to the use of the mail, proxies may be solicited on behalf of the Company by directors, officers and employees of the Company by telephone or telecopy. The Company will reimburse brokers and others holding Common Stockcommon stock as nominees

As of the date of this Proxy Statement, the Board of Directors knows of no other business which will be presented for consideration at the Meeting. If other proper matters are presented at the Meeting, however, it is the intention of the proxy holders named in the enclosed form of proxy to take such actions as shall be in accordance with their best judgment.

The information contained in this Proxy Statement relating to the occupations and security holdings of directors and officers of the Company and their transactions with the Company is based upon information received from each individual as of July 11, 2008.23, 2010.

The following table sets forth certain information regarding beneficial ownership of Common Stockcommon stock as of July 11, 200823, 2010 by (i) each director of the Company and each nominee, (ii) each executive officer of the Company, (iii) each person (including any “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)) who is known by the Company to own beneficially more than 5% of the outstanding Common Stock,common stock, and (iv) all directors and executive officers as a group. The address of directors and executive officers isc/o SigmaTron International, Inc., 2201 Landmeier Road, Elk Grove Village, Illinois 60007.

The Company is required to report to stockholders those directors, officers and beneficial owners of more than 10% of any class of the Company’s equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), who fail to file timely reports of beneficial ownership and changes in beneficial ownership, as required by Section 16(a) of the Exchange Act. Based solely upon a review of copies of such reports furnished to the Company, the Company believes that all persons subject to the reporting requirements of Section 16(a) of the Exchange Act timely filed all necessary reports during the fiscal year ended April 30, 2008.2010.

Pursuant to the Company’s Certificate of Incorporation, the Board of Directors is divided into three classes of directors, each serving overlapping three-year terms. The term of Class I directors (Mr. Rieck)director Mr. Rieck expires in 2009;2012; the terms of Class II directors (Messrs. Chen and Zemenick) expire in 2010; and the terms of Class III directors (Messrs. Sove, Fairhead and Vyas) expire in 2008.2011. All directors of each class will hold their positions until the annual meeting of stockholders in the year indicated above, at which time the terms of the directors in such class expire, or until their respective successors are elected and qualify,qualified, subject in all cases to any such director’s earlier death, resignation or removal.

William L. McClelland did not stand for reelection when his term asMr. Franklin D. Sove was the Chairman of the Board and a Class I director expired atmember of the 2006Board of Directors from 1994 until he retired following the Company’s 2009 Annual Meeting of Stockholders. On September 18, 2009, Mr. John P. Chen was elected Chairman of the Board of Directors. Mr. Chen has been a director of the Company since 1994. The Board of Directors did not fill the vacancy leftcreated by the departureretirement of Mr. McClelland. TheSove. Accordingly, the Board of Directors decided to reducehas reduced the number of directors from seven memberssix to six members and to re-designatefive as of the 2008 Annual Meeting of Stockholders Frank Sove from a Class III director to a Class I director. Upon redesignation as a Class I director in 2008, will hold office until the expiration of the term of the current Class I director at the 2009 Annual Meeting of Stockholders. Mr. Sove’s term expires at the 2008 Annual Meeting of Stockholders, and Mr. Sove is standing for election as a Class I director at the 2008 Annual Meeting of Stockholders.

If a quorum is present at the Meeting, two Class IIIII directors and one class I director will be elected by a plurality of the stockholder votes cast at the Meeting, each class III director to serve until the 2011 Annual Meeting of Stockholders or until his successor shall be elected and qualified, subject to his earlier death, resignation or removal, and the class I director to serve until the 20092013 Annual Meeting of Stockholders or until his successor shall be elected and qualified, subject to his earlier death, resignation or removal. Abstentions and Broker Non-Votes will have no effect on the vote. Shares represented by executed proxies will be voted, if the authority to do so is not withheld, for the election of the nomineeseach nominee named below. The stockholders do not have cumulative voting rights with respect to the election of directors. The following persons have been nominated as classa Class II directors:

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

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

The Board of Directors will recommend at the Annual Meeting that the stockholders ratify the appointment of the firm of BDO Seidman,USA, LLP to audit the accounts of the Company for the current fiscal year. Representatives of that firm are expected to be present at the Annual Meeting, have the opportunity to make a statement, if they desire to do so, and be available to respond to appropriate questions. BDO Seidman,USA, LLP was recommended by the Audit Committee and the Board of Directors for the fiscal year 2008.2011.

In connection with the audits for the years ended April 30, 20082010 and 2007,2009, the Company has had no disagreements with BDO Seidman,USA, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BDO Seidman,USA, LLP would have caused it to make reference thereto in its report on the consolidated financial statements for 20082010 and 2007.2009.

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

During fiscal 2008years 2010 and 2007,2009, the Company retained as its auditor, BDO Seidman,USA, LLP, to provide services.services as defined below. The following amounts were charged by BDO Seidman,USA, LLP for services provided in fiscal years 20072010 and 2008.2009.

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

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

The functions of the Audit Committee include:are to: (1) selection, evaluationSelect and where appropriate, replacementevaluate the performance of the Company’s independent accountants;accountants. (2) pre-approvalreview the audits of auditthe financial statements of the Company and permitted non-audit services to be performed by the independent accountants; (3) review of the scope of the audit; (4) reviewing,(3) review with the independent accountants the corporate accounting and financial reporting practices and policies and recommendingrecommend to whom reports should be submitted within the Company; (5) reviewing the final report of(4) review with the independent accountants; (6) reviewingaccountants their final report; (5) review with the internal and independent accountants overall accounting and financial controls; and (7) being(6) be available to the independent accountants and management for consultation purposes. The Audit Committee is currently comprised of three members: Messrs. Rieck Sove (Chairman), Zemenick and Vyas. The Board of Directors has determined that each of the members of the Audit Committee, both currently and after the 2010 Annual Meeting of Stockholders, is independent under the rules of the Securities and Exchange Commission. Mr. Rieck has been determined to be an Audit Committee financial expert as defined in Item 401407 ofRegulation S-K promulgated under the Exchange Act. The Board of Directors has adopted a written charter for the Audit Committee.Committee, which was revised and restated as of July 8, 2010. The report of the Audit Committee to the Stockholders is included in this Proxy Statement under the heading “Report of the Audit Committee.”

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

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

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

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

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

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