iGo (IGOI) DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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IGO, INC.
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IGO, INC.

17800 NORTH PERIMETER DRIVE, SUITE 200

SCOTTSDALE, ARIZONA 85255

(480) 596-0061

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 26, 2012

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of iGo, Inc. (the “Company”) will be held at 10:00 a.m., local time, on June 26, 2012 at the Scottsdale Marriott at McDowell Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona 85260, for the following purposes:

1. to elect one member of the Board of Directors, for a three-year term, to serve until the annual meeting of stockholders in 2015;

2. to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012; and

3. to transact such other business as may properly come before the meeting or any adjournments thereof.

The Board has fixed the close of business on April 25, 2012 as the record date for determining stockholders entitled to notice of, and to vote at, the meeting or any adjournments thereof.

A list of stockholders entitled to vote at the meeting will be open to examination by any stockholder, for any purpose germane to the meeting, at the location of the meeting on June 26, 2012 and during ordinary business hours for a period of at least ten days prior to the meeting at the Company’s offices located at 17800 North Perimeter Drive, Suite 200, Scottsdale, Arizona 85255.

Information concerning the matters to be acted upon at the meeting is more fully described in the accompanying Proxy Statement.

Your vote is important. Whether or not you expect to attend the meeting, please complete, date and sign the enclosed proxy card and mail it promptly to assure that your shares are represented at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is provided. Even if you have given your proxy, you may still vote in person if you attend the meeting. If you hold shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.

By Order of the Board of Directors,

Michael D. Heil

President and Chief Executive Officer

Scottsdale, Arizona

April 27, 2012

TABLE OF CONTENTS

	PAGE
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS		1
REVOCABILITY OF PROXIES		1
RECORD DATE AND VOTING SECURITIES		1
QUORUM AND VOTING		1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS		2
BOARD COMMITTEES, INDEPENDENCE AND MEETING ATTENDANCE		6
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		10
CORPORATE GOVERNANCE		10
DIRECTOR COMPENSATION		11
EXECUTIVE COMPENSATION		13
SUMMARY COMPENSATION TABLE		19
TERMINATION AND CHANGE IN CONTROL PAYMENTS TABLE		22
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END		23
OPTION EXERCISES AND STOCK VESTED		24
PRINCIPAL STOCKHOLDERS		24
EQUITY COMPENSATION PLAN INFORMATION		25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		25
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		26
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		26
AUDIT COMMITTEE REPORT		27
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES		27
PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES		28
OTHER BUSINESS		28
STOCKHOLDER PROPOSALS		28
STOCKHOLDERS SHARING THE SAME ADDRESS		28
EXPENSES OF SOLICITATION		29
FORWARD LOOKING STATEMENTS		29
IMPORTANT NOTICE REGARDING THE AVAILABILTY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING		30
IGO, INC. FORM 10-K		31

IGO, INC.

17800 NORTH PERIMETER DRIVE, SUITE 200

SCOTTSDALE, ARIZONA 85255

(480) 596-0061

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 26, 2012

This proxy statement and the accompanying proxy are first being mailed on or about April 30, 2012 to the holders of the common stock of iGo, Inc., a Delaware corporation, by the Board of Directors to solicit proxies for use at the annual meeting of stockholders to be held at 10:00 a.m., local time, on June 26, 2012 at the Scottsdale Marriott at McDowell Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona 85260, or at such other time and place to which the meeting may be adjourned.

At the meeting, our stockholders will consider and vote upon the following matters:

1. the election of one member of the Board of Directors, which will consist of a total of four directors, to serve until the annual meeting of stockholders in 2015;

2. the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012; and

3. such other business as may properly come before the meeting or any adjournments thereof.

REVOCABILITY OF PROXIES

A proxy may be revoked before it is exercised by delivering written notice of such revocation to Computershare Investor Services, 350 Indiana Street, Suite 800, Golden, CO 80401, Attention: Proxy Department, which revocation must be received before June 26, 2012. If notice of revocation is not received by such date, a stockholder may nevertheless revoke a proxy by attending the meeting and voting in person. If your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, please follow the instructions you receive from them to vote your shares.

RECORD DATE AND VOTING SECURITIES

The Board has set the record date for determining the stockholders entitled to vote at the meeting as of the close of business on April 25, 2012. iGo’s common stock, par value $0.01 per share, constitutes the only class of securities entitled to notice of, or to vote at, the meeting. As of the record date, we had 34,074,064 shares of common stock issued and outstanding. A holder of common stock on the record date shall be entitled to cast one vote for each share of common stock registered in his or her name.

QUORUM AND VOTING

Our bylaws require the presence at the meeting, in person or represented by proxy, of the holders of a majority of the shares of our common stock issued and outstanding and entitled to vote to constitute a quorum to transact business. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) will be treated as shares that are present for purposes of determining the presence of a quorum. In the election of directors withhold authority votes will have no effect on the outcome of the vote; however, in the votes on the other matters that properly come before the meeting, abstentions will have the effect of votes “against” the proposals. Broker non-votes are counted as

present or represented for purposes of determining the presence or absence of a quorum for the annual meeting, if such shares are otherwise properly represented at the meeting in person or by proxy, but are not counted for purposes of determining the number of shares entitled to vote on any proposal in respect of which the broker or other nominee lacks discretionary authority. Broker non-votes are not considered to be shares outstanding to vote and will not affect the outcome of any vote at this year’s annual meeting. If a quorum is present, the nominee receiving the affirmative vote of the holders of a plurality of the shares of common stock present, either in person or by proxy, and entitled to vote on the election of directors will be elected director. If a quorum is present, approval of all other matters that properly come before the meeting requires the affirmative vote of the holders of a majority of the shares of common stock present, either in person or by proxy, and entitled to vote on the matter presented at the meeting.

Unless contrary instructions are indicated on the enclosed proxy, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth above) will be voted (i) FOR the election of the nominee for director named under Proposal No. 1; (ii) FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012; and (iii) in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting. In the event you specify a different choice by means of the enclosed proxy, your shares will be voted in accordance with those instructions.

If sufficient votes for approval of the matters to be considered at the annual meeting have not been received prior to the meeting date, we may postpone or adjourn the annual meeting in order to solicit additional votes. The form of proxy being solicited by this proxy statement provides the authority for the proxy holders, in their discretion, to vote the stockholders’ shares with respect to a postponement or adjournment of the annual meeting. At any postponed or adjourned meeting, proxies received pursuant to this proxy statement will be voted in the same manner described in this proxy statement with respect to the original meeting.

Under the Delaware General Corporation Law, stockholders do not have any rights of appraisal or similar rights of dissenters with respect to the proposals set forth in this proxy statement.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Nominees

The Board has nominated Michael D. Heil for election to the Board as a Class III director at the meeting, to serve until the 2015 annual meeting of stockholders and until his successor has been elected and qualified. Unless otherwise directed, the persons named in the proxy intend to vote all proxiesFOR the election of Mr. Heil to the Board. Mr. Heil has consented to serve as a director of the Company if elected. If, at the time of the meeting, Mr. Heil is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board. The Board has no reason to believe that either Mr. Heil will be unable or will decline to serve as a director.

Board of Directors

Our Board currently consists of four members. Each director holds office until the director’s term expires, the director resigns, is removed or dies, or until the director’s successor is duly elected and qualified. Our bylaws provide for a classified Board. In accordance with the terms of our bylaws, our Board is divided into three classes whose terms expire at different times. The three classes are currently comprised of the following directors:

• Class I currently consists of Frederic Welts, who will serve until the annual meeting of stockholders to be held in 2013.

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• Class II currently consists of Peter L. Ax and Michael J. Larson, who will serve until the annual meeting of stockholders to be held in 2014.

• Class III currently consists of Michael D. Heil, who will serve until the annual meeting of stockholders to be held in 2012. Mr. Heil is also the Class III nominee and, if elected, will continue to serve until the annual meeting of stockholders to be held in 2015.

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following election and until their successors have been duly elected and qualified. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. Notwithstanding the foregoing, the terms of Michael D. Heil’s employment agreement provide that if he ceases to be employed, voluntarily or involuntarily, as the President and Chief Executive Officer of the Company, he will at such time tender his resignation as a member of the Board and the Corporate Governance and Nominating Committee will have the sole right to either accept or reject such resignation at the Committee’s discretion.

Nominees, Continuing Directors and Executive Officers

Set forth below is information furnished to the Company by the director nominee, each incumbent director whose terms will continue following the meeting, and each executive officer who is not a director. There are no family relationships among any directors or executive officers of the Company. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary or other affiliate of the Company.

Name	Age		Nominee or Continuing Director and Term / Executive Officer
Michael D. Heil(1)		64	President and Chief Executive Officer and Director with term expiring in 2012
Peter L. Ax(2)		53	Director with term expiring in 2014
Frederic Welts(2)		59	Director with term expiring in 2013
Michael J. Larson(2)		59	Director with term expiring in 2014
Darryl S. Baker(1)		43	Vice President, Chief Financial Officer and Treasurer
J. Brian Dennison(1)		51	Vice President, Americas Sales
Seth Egorin(1)		33	Vice President, Marketing and Strategic Planning
Phillip Johnson(1)		50	Vice President, Product Development
Brian M. Roberts(1)(3)		39	Vice President, General Counsel and Secretary

(1) Executive Officer

(2) Member of Audit Committee, Corporate Governance and Nominating Committee, and Compensation and Human Resources Committee

(3) Brian M. Roberts has notified us that he will resign from his position as Vice President, General Counsel and Secretary effective May 2, 2012.

Michael D. Heil has been our President, Chief Executive Officer and a member of the Board of Directors since June 2007. Prior to joining iGo, from 2004 to 2007, Mr. Heil was the President and Chief Executive Officer of Astute Networks, Inc., a fabless semiconductor company focused on the computer storage market. Prior to joining Astute Networks, from 2003 to 2004, Mr. Heil served as an outside director and consultant to several early-stage technology companies, including Locus Telecommunications and Maximize Wireless Solutions. From 2001 to 2002, Mr. Heil served as the Chief Executive Officer of Archway Digital Systems, Inc., a next generation blade-server start-up focused on the datacenter market. From 1999 to 2000, Mr. Heil served as the

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Chief Executive Officer of Broadstream Communications, Inc., a provider of last mile wireless telecommunication. From 1995 to 1999, Mr. Heil was employed by Compaq Computer Corporation, serving from 1998 to 1999 as its Senior Vice President, Worldwide Sales and Marketing, where he was responsible for sales, marketing, service and support for all Compaq products and services worldwide. From 1995 to 1998, Mr. Heil served as Compaq’s Senior Vice President and General Manager, Consumer Products Group where he managed the development, marketing and sales of all of Compaq’s consumer products and services worldwide and introduced the first portable computer designed for the consumer market. Prior to joining Compaq, from 1989 to 1995, Mr. Heil was President and General Manager of Los Angeles Cellular Telephone Company, a cellular phone operation company and, from 1985 to 1989, Mr. Heil was employed by Sony Corporation of America, most recently serving as its President, Display Products Company, where he managed the direct view, projection television and Watchman product lines. Mr. Heil holds a bachelor’s degree in Philosophy from the University of Texas.

The Board believes Mr. Heil is well qualified to serve as a director due to his position as the Company’s President and Chief Executive Officer, which provides the Board with intimate knowledge of the Company’s day to day operations. Mr. Heil also provides a wealth of leadership and sales and marketing experience in the consumer electronics industry from his experience as an executive at a variety of well established companies in the consumer electronics industry such as Compaq and Sony, as well as smaller early-stage companies in the consumer electronics industry such as Astute Networks, Archway Digital Systems and Broadstream Communications.

Peter L. Ax has been a director since December 2007 and is Chair of the Audit Committee and a member of the Corporate Governance and Nominating and Compensation and Human Resources Committees. Mr. Ax is the Lead Director of Meritage Homes Corporation and has been a member of that company’s board since 2002. Mr. Ax is currently the managing partner of Phoenix Capital Management, an operationally focused venture capital firm. Mr. Ax is the former chairman and chief executive officer of SpinCycle, Inc., a publicly-reporting consolidator and developer of coin-operated laundromats. Previously, Mr. Ax served as head of the Private Placement — Equity Division and senior vice president of Lehman Brothers in New York. Mr. Ax currently serves on the Advisory Board of Directors of Cascadia Capital, a Seattle based investment banking and merchant banking firm. Mr. Ax holds an M.B.A. from the Wharton School at the University of Pennsylvania, a law degree from the University of Arizona, and has been a certified public accountant. He has also been an accounting instructor at the Wharton School and is regularly a judge in the annual Wharton Business Plan Competition.

The Board believes that Mr. Ax is well qualified to serve as a director due to his substantial and diverse business expertise, including his previous experience as the chairman and chief executive officer of SpinCycle and head of the Private Equity Division and senior vice president of Lehman Brothers. Additionally, Mr. Ax has strong financial expertise gained from his financial leadership roles and background as a certified public accountant and valuable corporate governance expertise through his board and audit committee experience with other public companies.

Frederic “Rick” Weltswas appointed a director in March 2010 and was re-elected at the 2010 Annual Meeting of Stockholders. Mr. Welts is Chair of the Corporate Governance and Nominating Committee and is a member of the Audit and Compensation and Human Resources Committees. Mr. Welts became President and Chief Operating Officer of the Golden State Warriors NBA franchise located in the Bay Area of California in October 2011. Prior to that, Mr. Welts was the president and chief executive officer of the Phoenix Suns. Mr. Welts joined the Suns in July 2002 as president and chief operating officer. Mr. Welts previously served in various positions with the NBA league office and the Seattle SuperSonics. His association with the NBA office spanned from 1982-99 until he departed as the league’s executive vice president, chief marketing officer and president of NBA Properties. During his tenure at the NBA office, Mr. Welts is credited with the creation of the NBA All-Star Weekend concept in 1984, and supervised league departments including corporate sponsorship and media sales, consumer products, media relations, community relations, team services, special events, creative services, and retail including the NBA Store and the “NBA City” restaurant. He was also responsible for the

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NBA’s international business activities, from placing preseason games in foreign countries to opening the league’s first international office in Australia to supervising six regional offices and 75 international employees in Asia, Europe, Australia, Mexico and Canada. Mr. Welts was also responsible for the 1992 Olympics “Dream Team” marketing program as the agent for USA Basketball. Mr. Welts left the NBA in June 1999 to become president of Fox Sports Enterprises, a new entity that managed Fox interests in facilities and sports teams including the Los Angeles Dodgers, Dodger Stadium, STAPLES Center, the Los Angeles Kings, Madison Square Garden, the New York Knicks and New York Rangers. In June 2001, Mr. Welts became a partner in a sports consulting firm, ONSPORT. Prior to that start-up venture, he served as president for one year of “First in Line,” a joint venture between USA Network’s TicketMaster and SFX.

The Board believes that Mr. Welts is well qualified to serve as a director due to his significant marketing experience and ability to provide guidance to the Company for its branding and marketing efforts. In addition, Mr. Welts has a proven track record of leadership experience as the president and chief executive officer of the Phoenix Suns, along with his background as an executive with the NBA.

Michael J. Larson has been a director since October 2007 and Chairman of the Board since July 2008 and is Chair of the Compensation and Human Resources Committee and a member of the Audit and Corporate Governance and Nominating Committees. From May 2002 to April 2008, Mr. Larson served as Senior Vice President and General Manager of the Personal Systems Group, Americas (“PSG”) for the Hewlett-Packard Company. In that role, he was responsible for PSG’s business and consumer PCs, mobile computing devices, workstations, and managed home products. Mr. Larson joined Hewlett-Packard following its merger with Compaq Computer Corporation. From 1996 through April 2002, Mr. Larson served in a variety of senior management positions at Compaq including Senior Vice President and General Manager of the Worldwide Access Business Group, which was responsible for all consumer and commercial personal computers. From May 2010 through November 2, 2011, Mr. Larson served as a retail business consultant for Imerj, a Flextronics, Inc. subsidiary, helping the company form a strategic business relationship with Best Buy, Inc. Mr. Larson’s professional experience also includes holding positions of increasing responsibility with companies such as Toshiba, Sony, The Coca-Cola Company Food Division, Johnson & Johnson, and The Carnation Company. Mr. Larson holds a Bachelor of Arts degree in Economics from Wake Forest University.

The Board believes that Mr. Larson is well qualified to serve as a director due to his breadth of experience and success in guiding the operations of numerous consumer electronics companies within the Company’s target markets. In addition, Mr. Larson has extensive leadership experience with a variety of successful consumer electronics companies, including Hewlett-Packard Company, Compaq Computer Corporation, Toshiba Corporation and Sony Corporation.

Executive Officers

Darryl S. Baker joined us in October 2001 as Controller. Mr. Baker was appointed Vice President in May 2002, Chief Accounting Officer in April 2006, and Vice President, Chief Financial Officer and Treasurer in February 2009. Prior to joining iGo, from 1997 to 2001, Mr. Baker served as corporate controller for various publicly traded and entrepreneurial companies, including SkyMall, an integrated specialty retailer, and Integrated Information Systems, a provider of secure integrated information solutions. Prior to 1997, Mr. Baker was an audit manager for Ernst & Young LLP. Mr. Baker frequently serves as a panelist and lecturer for the Center for Professional Education on various topics including SEC and Sarbanes-Oxley compliance, share-based compensation and fair value accounting. Mr. Baker holds a bachelor’s degree in Accountancy from the Marriott School of Management at Brigham Young University and is a Certified Public Accountant.

J. Brian Dennison joined us in June 2008 as General Manager, Americas Sales. Mr. Dennison was promoted in April 2010 to Vice President, Americas Sales. Mr. Dennison is responsible for sales through all market segments in the Americas region including Consumer, Enterprise, and the OEM channel. Prior to joining us, Mr. Dennison served as Vice President, Americas for InFocus Corporation from 2006 through 2007 where he

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was responsible for sales and channel marketing activities. Mr. Dennison holds a bachelor’s degree in Computer Science with a minor in Accounting from Texas A&M University.

Seth Egorinjoined us as General Manager of the Audio Division upon our acquisition of Aerial7 in October 2010 and was appointed Vice President of Marketing and Strategic Planning in April 2012. Mr. Egorin was one of the founders of Aerial7 in 2008 and served as its Chief Executive Officer, overseeing the business strategy and all day-to-day operations. In October 2011, Mr. Egorin was promoted to Senior Director of Marketing with responsibility for our overall marketing efforts. Prior to founding Aerial7, from August 2005 to July 2007, Mr. Egorin was an early employee with Amp’d Mobile, a startup in the cellular mobile virtual network operator industry, and served in various marketing roles within the organization. Mr. Egorin also spent several years as a consultant with Accenture, working on a broad range of strategic and operational projects with clients in the Technology and Telecommunications Division. Mr. Egorin holds a B.A. in Finance and Leadership Studies from the University of Richmond and an M.B.A. from the Yale School of Management.

Phillip Johnson joined us as Senior Creative Director upon our acquisition of Aerial7 in October 2010 and was appointed Vice President of Product Development in April 2012. Mr. Johnson was one of the founders of Aerial7 in 2008 and responsible for creating its brand and overseeing design, product development and brand initiatives. In October 2011, Mr. Johnson was promoted to Senior Director of Product Development with responsibility for our overall product design and development efforts. Prior to founding Aerial7, Mr. Johnson has been a successful entrepreneur and executive at various companies where he has designed consumer products targeting young adults for more than 20 years, including founding and serving as the Chief Executive Officer and President of Jet Pilot, a designer of technically advanced wetsuits, vests and apparel for the sport of personal watercraft racing, prior to its successful sale to O’Neill. Mr. Johnson also founded Rivet International, a cell phone and iPod accessories business, and has successfully operated a design company that has worked with clients such as Altec Lansing, Plantronics, Boost Mobile and Amp’d Mobile.

Brian M. Roberts joined us in August 2003 as Corporate Counsel, was appointed Secretary in December 2003, General Counsel in May 2005, and Vice President in April 2006. Prior to joining us, Mr. Roberts was an attorney with the law firm of Snell & Wilmer L.L.P. from September 1998 to August 2003. Mr. Roberts holds both a law degree and a bachelor’s degree in Business Administration from the University of Kansas. Mr. Roberts has notified us that he will resign from his position as Vice President, General Counsel and Secretary effective May 2, 2012.

Vote Required

The nominee receiving the affirmative vote of a plurality of the votes of the shares of common stock present, either in person or by proxy, and entitled to vote on the election of directors will be elected director. This means that the director nominee with the most votes is elected. Under Delaware law, votes that are withheld will be counted toward a quorum, but will not affect the outcome of the vote on this proposal.

The Board of Directors recommends that stockholders vote “FOR” the election of Michael D. Heil to the Board of Directors.

BOARD COMMITTEES, INDEPENDENCE AND MEETING ATTENDANCE

Board and Committee Independence

The Board of Directors has determined each of the following directors to be an “independent director” as such term is defined in Nasdaq Marketplace Rule 5606(a):

Peter L. Ax

Michael J. Larson

Frederic Welts

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In this proxy statement, these three directors are sometimes referred to individually as an “Independent Director” and collectively as the “Independent Directors.”

The Board of Directors has also determined that each member of the Audit, Compensation and Human Resources, and Corporate Governance and Nominating committees meets the independence requirements applicable to those committees prescribed by the rules and regulations promulgated by Nasdaq, the Securities and Exchange Commission and the Internal Revenue Service.

Meetings of Independent Directors

The Independent Directors meet in executive session at least twice a year. These meetings are chaired by the Chairman of our Board or our Lead Independent Director in the event the Chairman is not independent.

Board and Committee Meetings

Our Board meets on a regularly scheduled basis to review significant developments affecting the Company and to act on matters requiring approval of the Board. It also holds special meetings when an important matter requires action by the Board between scheduled meetings. During 2011, the Board held 8 meetings, the Compensation and Human Resources Committee held 7 meetings, the Audit Committee held 4 meetings, and the Corporate Governance and Nominating Committee held 3 meetings. During 2011, each member of the Board participated in at least 75% of all Board and committee meetings on which he served that were held during the period.

Board Committees

The Board has three standing committees: the Compensation and Human Resources Committee, the Audit Committee, and the Corporate Governance and Nominating Committee. Each of these committees has a written charter which is available on our website atwww.igo.com.

Audit Committee.    The Company’s Audit Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Audit Committee currently consists of Messrs. Ax (Chair), Larson and Welts. The Audit Committee aids management in the establishment and supervision of our financial controls, evaluates the scope of the annual audit, reviews audit results, makes recommendations to our Board regarding the selection of our independent registered public accounting firm, consults with management and our independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs.

The Board has determined that Mr. Ax is an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the Securities and Exchange Commission. The Board of Directors has also determined that each member of the Audit Committee is independent under the rules stated above under “Board and Committee Independence” and is financially literate under the current listing standards of Nasdaq. Information about Mr. Ax’s past business and educational experience is included in his biography in this proxy statement under the caption “Proposal No. 1 — Election of Directors — Nominees, Continuing Directors and Executive Officers.”

Compensation and Human Resources Committee.    The Compensation and Human Resources Committee, which we refer to as the Compensation Committee, currently consists of Messrs. Larson (Chair), Ax and Welts. The Compensation Committee makes determinations concerning salaries and incentive compensation for our executive officers, directors and certain employees and consultants and administers our incentive plans and our incentive compensation program. The Board of Directors has determined that each member of the Compensation Committee is independent under the rules stated above under “Board and Committee Independence.”

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The Compensation Committee’s membership is determined by the Board of Directors and during most of 2011 was composed of three Independent Directors. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as the Compensation Committee may deem appropriate in its sole discretion. During 2011, the Compensation Committee did not delegate any of its responsibilities.

For more information on the processes and procedures for the consideration and determination of executive compensation, please refer to the discussion under “Executive Compensation — Compensation Discussion and Analysis — Our Compensation Committee.”

Corporate Governance and Nominating Committee.    The Corporate Governance and Nominating Committee, which we refer to as the Nominating Committee, consists of Messrs. Welts (Chair), Ax and Larson. The Nominating Committee’s role is to assist the Board in identifying qualified individuals to become members of the Board, determining the composition of the Board and its committees, monitoring a process to assess Board effectiveness and developing and implementing the Company’s corporate governance policies and practices. The Board of Directors has determined that each member of the Nominating Committee is independent under the rules stated above under “Board and Committee Independence.”

Director Nominations Policy

The Company’s Board of Directors has adopted a Director Nominations Policy. The purpose of the Nominations Policy is to describe the process by which candidates are selected for possible inclusion in the Company’s recommended slate of director nominees (“Candidates”). The Nominations Policy is administered by the Nominating Committee and can be obtained on our website at www.igo.com.

Minimum Criteria for Board Members

Each Candidate must possess at least the following specific minimum qualifications:

• each Candidate shall be prepared to represent the best interests of all of the Company’s stockholders;

• each Candidate shall be an individual who has demonstrated integrity and ethics in his or her personal and professional life and shall have established a record of professional accomplishment in his or her chosen field;

• each Candidate shall be prepared to participate fully in Board activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board and the committee or committees of which he or she is a member, and shall not have other personal or professional commitments that would, in the Nominating Committee’s sole judgment, interfere with or limit his or her ability to do so; and

• each Candidate shall be willing to make, and shall be financially capable of making, the required investment in the Company’s stock in the amount and within the timeframe specified in the Company’s Corporate Governance Guidelines.

Desirable Qualities and Skills

In addition, the Nominating Committee also considers it desirable that Candidates possess the following qualities or skills:

• each Candidate should contribute positively to the existing chemistry and collaborative culture among Board members; and

• each Candidate should possess professional and personal experiences and expertise relevant to the Company’s goal of being the leading provider of innovative products and solutions for the mobile electronics industry.

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Although the Board does not have a formal diversity policy with regard to Candidates, the Nominating Committee does look for Candidates with diverse talents, backgrounds and perspectives.

Internal Process for Identifying Candidates

The Nominating Committee has two primary methods for identifying Candidates. First, on a periodic basis, the Nominating Committee solicits suggestions for possible Candidates from a number of sources — members of the Board; senior level Company executives; individuals personally known to the members of the Board; and research, including database and Internet searches.

Second, the Nominating Committee may from time to time use its authority under its charter to retain at the Company’s expense one or more search firms to identify Candidates (and to approve such firms’ fees and other retention terms). If the Nominating Committee retains one or more search firms, the search firm may be asked to identify possible Candidates who meet the minimum and desired qualifications expressed in the Nominations Policy, to interview and screen such candidates (including conducting appropriate background and reference checks), to act as a liaison among the Board, the Nominating Committee and each Candidate during the screening and evaluation process and thereafter to be available for consultation as needed by the Nominating Committee. Stockholders may also recommend Candidates by providing such suggestions in writing to the Nominating Committee. The Committee will consider such suggestions in the same manner it considers Candidates identified by the sources described above.

Nomination Right of Stockholders

Any stockholder of the Company may nominate one or more persons for election as a director of the Company at an annual meeting of stockholders if the stockholder complies with our bylaws, including the requirements as to timeliness and contents of a proper notice. These procedures and requirements are described in more detail in this proxy statement under the heading “Stockholder Proposals,” and in our Bylaws.

Evaluation of Candidates

The Nominating Committee will consider all Candidates identified through the processes described above, and will evaluate each of them, including incumbents and Candidates recommended by stockholders, based on the same criteria.

If, based on the Nominating Committee’s initial evaluation, a Candidate continues to be of interest to the Nominating Committee, a member of the Nominating Committee, the Chairman of the Board or the chief executive officer will interview the Candidate and communicate his or her evaluation to the Nominating Committee members. Subsequent reviews may be conducted by other members of the Nominating Committee and senior management. Ultimately, background and reference checks will be conducted and the Nominating Committee will meet to finalize its list of recommended Candidates for the Board’s consideration.

Future Revisions to the Nominations Policy

The Nominations Policy is intended to provide a flexible set of guidelines for the effective functioning of the Company’s director nominations process. The Nominating Committee intends to review the Nominations Policy at least annually and anticipates that modifications will be necessary from time to time as the Company’s needs and circumstances evolve, and as applicable legal or listing standards change. The Nominating Committee may amend the Nominations Policy at any time, in which case the most current version will be available on the Company’s web site atwww.igo.com.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of Messrs. Ax, Larson or Welts, each of whom served as a member of our Compensation Committee during the past year, has at any time been one of our officers or employees nor had any relationship that required disclosure under Item 404 of Regulation S-K. None of our executive officers serves as a member of the board or compensation committee of any entity which has one or more executive officers serving as a member of our Board or Compensation Committee.

CORPORATE GOVERNANCE

Corporate Governance Policies

Current copies of the following materials related to iGo’s corporate governance policies and practices are available publicly on the Company’s web site atwww.igo.com:

• Audit Committee Charter;

• Compensation and Human Resources Committee Charter;

• Corporate Governance and Nominating Committee Charter;

• Corporate Governance Guidelines;

• Director Nominations Policy;

• Code of Business Conduct and Ethics; and

• Policy for Reporting Questionable Accounting or Auditing Matters.

Copies may also be obtained, free of charge, by writing to: Secretary, iGo, Inc., 17800 N. Perimeter Dr., Suite 200, Scottsdale, Arizona 85255.

Stockholders may communicate directly with any or all of our Board members or any Board committee by writing to such individuals or committees in care of our Secretary. The Secretary will forward any such communications to the addressee on a regular basis. The Chairman of the Board will receive all communications directed to the Board, and the Chair of each committee will receive all communications directed to that specific committee. Please address any written communications as follows:

iGo, Inc.

[ADDRESSEE*]

c/o Secretary

17800 N. Perimeter Dr., Suite 200

Scottsdale, Arizona 85255

*Board of Directors

*Audit Committee

*Compensation and Human Resources Committee

*Corporate Governance and Nominating Committee

*Name of individual director

Our Corporate Governance Guidelines require each Board member to attend the Company’s annual meeting of stockholders except for absences due to causes beyond the reasonable control of the director. There were four directors at the time of the 2011 annual meeting of stockholders and all members were present at the 2011 annual meeting.

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Our Code of Business Conduct and Ethics applies to all of our directors, officers and employees. A copy of our Code of Business Conduct and Ethics is posted on our Internet website at www.igo.com. If we make any amendment to, or grant any waivers of, a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, where such amendment or waiver is required to be disclosed under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefore on our Internet website atwww.igo.com.

Board Leadership Structure

The Board of Directors has adopted a leadership structure whereby there is always a Lead Independent Director. Currently, the Chairman of our Board of Directors is an independent director and, therefore, fills the Lead Independent Director role. If, however, at any time the Chairman of the Board of Directors was also serving as the Chief Executive Officer or was otherwise not independent, then a Lead Independent Director would be appointed. We believe that having a Chairman or Lead Independent Director at all times provides strong leadership for the Board of Directors and helps ensure critical and independent thinking by guiding Board processes and presiding at Board meetings and executive sessions of the independent directors. Mr. Larson currently serves as our Chairman and, because Mr. Larson is an Independent Director, we do not currently have a Lead Independent Director. Our Chief Executive Officer is also a member of the Board of Directors, which we believe is critical to ensuring that material information is directly and readily available to the directors in their deliberations. We believe our structure is the proper leadership structure for our Company at this time and demonstrates our commitment to good corporate governance.

Board of Directors’ Role in Risk Oversight

As a smaller Company, the entire executive management team shares in the responsibility of risk assessment and management. Each member of the management team has direct access to the Board of Directors and its committees to ensure that all risk issues are frequently and openly communicated. The Board of Directors closely monitors the information it receives from management and provides oversight and guidance to our executive management team regarding the assessment and management of risk. For example, the Board reviews and approves the Company’s high level strategies, goals and policies to set the tone and direction for ensuring appropriate risk taking within the business.

In addition to discussions at regular Board meetings, our Audit Committee also meets separately with representatives of our independent registered public accounting firm to determine whether any material financial risks or any deficiencies in our internal controls over financial reporting have been identified and, if so, the executive management team’s plans to rectify or mitigate these risks. In addition, our Board and its committees have access at all times to the Company’s management to discuss any matters of interest, including those related to risk. Those members of our executive management team who are most knowledgeable of the issues facing the Company also regularly attend Board meetings to provide additional insight into items being discussed, including risk exposures. We believe that our Board leadership structure enables senior management to communicate identified risks to our Board and affords a free flow of communication between the Board and executive management regarding risk identification and mitigation.

DIRECTOR COMPENSATION

Director Compensation Program

The Compensation Committee is responsible for reviewing and approving the compensation of our non-employee directors. All of our non-employee directors are paid under the same compensation program. Officers of iGo who also serve as directors do not receive any additional compensation for services as a director.

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We use a combination of cash and equity-based compensation to attract and retain our non-employee directors. Compensation for our non-employee directors typically consists of a monthly cash retainer, meeting fees, and annual grants of restricted stock units (“RSUs”). Stock options are not currently a part of our non-employee director compensation program, and we do not provide retirement benefits to our non-employee directors. We grant equity awards to directors under our Amended Omnibus Long-Term Incentive Plan (the “Omnibus Plan”). Under this plan, we are able to grant stock options, stock appreciation rights, restricted stock awards and other stock awards as a means to attract and retain qualified individuals to serve on our Board and to align their interests with those of our stockholders. The plan is administered and interpreted by our Compensation Committee. The Compensation Committee has the authority to determine the members of our Board to whom grants will be made, the time when grants will be made, and the type, size, and terms of each grant. The Compensation Committee also has the authority to deal with any other matters arising under the Omnibus Plan. However, the Compensation Committee does not have authority to re-price stock options or stock appreciation rights awarded under the plan without stockholder approval.

The compensation program for our non-employee directors currently consists of the following:

• a cash retainer of $5,000 per month for the Chairman of the Board and $2,500 per month for all members other than the Chairman of the Board;

• a cash meeting fee of $3,500 for each annual meeting of stockholders attended, $2,500 for each board meeting attended in person, and $600 for each committee meeting and telephonic board meeting;

• a grant of 60,000 RSUs upon election, or re-election, to the board of directors that vests on a pro rata basis of one-third per year on the anniversary of the grant date, subject to earlier vesting, on a pro rata basis, upon a director’s death, disability, or retirement;

• annual grants of 4,000 RSUs upon appointment to any board committee, 3,000 RSUs to the Chair of the Audit Committee, 2,500 RSUs to the Chairs of the Compensation and Human Resources Committee and Corporate Governance and Nominating Committee, and 10,000 RSUs to the Chairman of the Board, all of which vest in full on the first anniversary of the grant date, subject to earlier vesting, on a pro rata basis, upon a director’s death, disability, or retirement.

Beginning with the quarter ending March 31, 2012, our non-employee directors have the right to elect, in advance, to receive all of the above-described cash compensation in the form of shares of the Company’s common stock in an amount equal to (a) the total cash payment earned during such quarter, divided by (b) the average closing price of the Company’s common stock on the NASDAQ Global Market during the last five trading days of such quarter. All shares granted to our non-employee directors in lieu of cash will be issued under the Omnibus Plan. Messrs. Ax and Welts have currently elected to receive all future cash compensation in the form of shares of the Company’s common stock in order to assist the Company in preserving its cash position.

Directors are also reimbursed for expenses in connection with their attendance at board and committee meetings.

Director Compensation Table

The following table sets forth information regarding the compensation of our non-employee directors for 2011. Mr. Heil, who is our President and Chief Executive Officer, does not receive any additional compensation for his service as a director.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Peter L. Ax		36,300		216,000		252,300
Michael J. Larson		58,200		243,360		301,560
Frederic Welts		32,600		41,760		74,360

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(1) The amount of RSUs granted in 2011 and the grant date fair value of $2.88 per share on April 21, 2011 (computed in accordance with FASB ASC Topic 718) are as follows:

Name	Number of RSUs		$ Amount
Peter L. Ax		75,000		216,000
Michael J. Larson		84,500		243,360
Frederic Welts		14,500		41,760

A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 13 to the Notes to our consolidated financial statements included in our Annual Report on Form 10-K.

The number of unvested RSUs held by the non-employee directors at December 31, 2011 was as follows: Mr. Ax 75,000, Mr. Larson 84,500, and Mr. Welts 54,500.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We compensate our management through a combination of base salary, annual incentive bonuses and long-term equity based awards which are designed to align executive performance with the long-term interests of our stockholders.

This section discusses the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and places in perspective the data presented in the tables and narrative that follow.

Our Compensation Committee

Our Compensation Committee approves, implements and monitors all compensation and awards to executive officers, including the chief executive officer, chief financial officer and the other executive officers named in the Summary Compensation Table included in this proxy statement, all of whom we refer to as the named executive officers or NEOs.

The Compensation Committee’s membership is determined by the Board of Directors and is currently composed of Messrs. Larson (Chair), Ax and Welts. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion. During 2011, the Compensation Committee did not delegate any of its responsibilities. The Compensation Committee did not engage any consultants in 2009, 2010 or 2011, although they have the authority and funding to do so if they determine such consultation is needed.

The Compensation Committee meets throughout the year in person, and by phone, to perform its duties and periodically approves and adopts, or makes recommendations to the Board for, the Company’s compensation decisions (including the approval of grants of RSUs to our NEOs). The CEO attends regular Committee meetings and, on occasion, meetings will conclude with an executive session during which only the Compensation Committee members are present.

The Compensation Committee meets outside the presence of all of our executive officers, including the NEOs, to consider appropriate compensation for our CEO. For all other NEOs, the Compensation Committee meets outside the presence of all executive officers except our CEO. Our CEO annually reviews each other NEO’s performance with the Compensation Committee and makes recommendations to the Compensation

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Committee with respect to the appropriate base salary, payments to be made under our annual cash incentive program, and the grants of long-term equity incentive awards for all executive officers, excluding himself. Based in part on these recommendations from our CEO and other considerations discussed below, the Compensation Committee approves the annual compensation package of our executive officers other than our CEO. The Compensation Committee also annually analyzes our CEO’s performance and determines his base salary, annual cash incentive plan payout and long-term equity awards based on its assessment of his performance. The annual performance reviews of our NEOs are considered by the Compensation Committee when making decisions on setting base salary, targets for, and payments under our annual cash incentive plan and grants of long-term equity incentive awards. When making decisions on setting base salary, targets for and payments under our annual cash incentive program and grants of long-term equity incentive awards for new executive officers, the Compensation Committee considers the importance of the position to us, the past salary history of the executive officer and the contributions to be made by the executive officer to the Company.

The Compensation Committee reviewed all components of compensation for our executive officers, including salary, target bonus, the dollar value to the executive and cost to us of all perquisites and all severance and change of control arrangements. Based on this review, the Compensation Committee determined that the compensation paid to our NEOs reflected our compensation philosophy.

Compensation Philosophy

Our executive compensation plans have been designed to attract, retain and reward high caliber executives who are expected to formulate and execute our business plans in a manner that will provide our stockholders with a higher than average return on our common stock, while ensuring that our compensation levels are fair and appropriate to both our executives and stockholders. We believe that the compensation of our NEOs should focus their actions and efforts on the achievement of both individual and corporate annual targets as well as long-term business objectives and strategies. Specifically, the goals and objectives of our compensation program are:

• to encourage growth and create increased stockholder value through the efficient use of corporate assets;

• to recognize the contribution made by exceptional management and efforts; and

• to provide the framework, as a component of the total compensation program, to attract, retain and motivate highly qualified management personnel.

To achieve these goals, we integrate base compensation with incentive cash bonuses based upon a variety of factors that include our operating performance, as well as each participant’s individual initiative and performance. The three main elements of our compensation plans and policies, base salary, annual incentive cash bonuses and long-term incentives in the form of equity grants, have been designed to significantly link total compensation with our operating performance. We do not use a mechanical formula for determining the mix of types of compensation paid to each of our NEOs; rather, we look at each individual’s performance and our corporate performance and the CEO’s (except with respect to his or her own compensation) and the Committee’s judgment and experience to determine an appropriate mix of compensation for each individual.

Encouraging Growth and Increasing Stockholder Value.

Because we are a relatively small company with limited capital resources, we believe it is incumbent upon our NEOs to utilize our available assets in an efficient manner. We have developed performance criteria measuring revenue growth, profit and loss performance and other qualitative factors based on achievement of specific tactical goals that support our strategic initiatives in order to motivate our NEOs to efficiently use our corporate assets. We believe that these measures reflect the efficient use of corporate assets because, if achieved, they will result in improved performance and increased profitability. We provide equity incentives, historically in the form of RSUs with time-based vesting, so that our NEOs will be incentivized to increase stockholder value over the long term and encourage our NEOs to remain with the Company. In the past, we utilized RSUs rather than other forms of equity compensation because we believed that RSUs effectively met our equity incentive

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objectives and we believed that the accounting treatment of RSUs is more attractive than that of other forms of equity compensation in light of FASB ASC Topic 718. In April 2012, we issued stock options to all of our NEOs other than our CEO. We believe that the issuance of stock options is appropriate at this time given our desire to maximize the incentive of our NEOs to increase the value of the Company.

Recognizing Contributions.

We use a combination of company goals and individual performance measures to motivate exceptional performance. We award annual cash bonuses based upon a variety of factors that include our operating performance, which we believe is best measured by revenue growth and earnings before interest, taxes, depreciation and amortization, or EBITDA, as well as each participant’s individual initiative and performance as measured by individual goals unique to the NEO’s position and responsibilities. To compute EBITDA, we begin with reported net income (loss) as reported in accordance with generally accepted accounting principles. We then subtract interest income and add income tax expense, depreciation and amortization, non-cash charges, and other items as determined in the discretion of the Compensation Committee.

Elements of the Compensation Program

Our executive compensation program is designed to reflect the philosophy and objectives we have described above. The elements of executive pay are presented in the table below and discussed in more detail in the following paragraphs:

Component	Type of Payment	Goal and Objective
Base Salary	Fixed annual cash payments with each executive eligible for annual increase.	Attract and retain executive talent.
Annual Incentive Bonus	Company and individual performance-based annual cash payment.	Encourage growth/increase stockholder value; recognize contribution of management.
Long-term Incentives	Company and individual performance-based equity awards.	Align interests of executives with those of our stockholders; encourage executive retention.

We view these components of compensation as related, but distinct. Although our Compensation Committee does review total compensation, we do not believe that significant compensation derived from one component of compensation should negate or reduce compensation from other components. The Compensation Committee determines the appropriate level for each compensation component based in part, but not exclusively, on competitive benchmarking consistent with our recruiting and retention goals, our view of internal equity and consistency, and other considerations we deem relevant, such as rewarding extraordinary performance. In setting compensation in the past, the Compensation Committee has utilized competitive benchmarking derived from reports obtained from Tech America and Culpepper which offer compensation data for companies in the electrical equipment and electronics industry that generate less than $100 million in revenue. We believe that, as is common in the technology sector, long-term equity awards are the primary compensation-related motivator in attracting and retaining employees and that salary and bonus levels are secondary considerations to most employees. Except as described below, our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and currently paid out compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. Our Compensation Committee’s philosophy, however, is to make a greater percentage of an employee’s compensation performance-based as he or she becomes more senior and to keep cash compensation to the minimum competitive level while providing the opportunity to be well rewarded through equity if the Company performs well over time.

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Base Salary.    During 2011, the Compensation Committee determined that no adjustments to base salaries for our NEOs was necessary based primarily on an evaluation of the Company’s overall performance and the peer group pay levels for similar positions that had been conducted in prior years. The Compensation Committee also considered other factors including the executive officer’s role, past performance, experience and capabilities. The Compensation Committee does not assign relative weights to these factors but instead makes a subjective determination based on all of the factors. Base salaries are reviewed on an annual basis as well as at the time of any promotions or other changes in responsibilities. We believe that the salaries paid achieved our objectives and were appropriate.

Incentive Compensation.    The Compensation Committee is responsible for administering and interpreting our incentive compensation program, including determining eligibility, approving performance goals and plans, and determining bonus awards. With the exception of Mr. Dennison, for 2009, 2010 and 2011, the Compensation Committee adopted an incentive bonus plan based primarily on EBITDA and revenue targets but did not set specific individual goals for each participant. We use EBITDA as a performance target because we believe it accurately reflects our compensation philosophy of encouraging growth and creating increased stockholder value through the efficient use of corporate assets. Because it eliminates non-cash charges such as depreciation and amortization, we believe that EBITDA provides a good measure not only of our sales growth but also our ability to control costs. In addition to EBITDA, we added a revenue target for 2009, 2010 and 2011 because we believe it encourages sales growth and accounts for our desire to invest in the long-term growth of our business, potentially at the expense of our near-term profitability, when growth opportunities present themselves.

The Compensation Committee adopted a separate commission and management by objective (MBO) plan for Mr. Dennison based on quarterly revenue targets. The Compensation Committee uses revenue as the performance target for Mr. Dennison because Mr. Dennison’s primary responsibility is to generate sales. Linking Mr. Dennison’s incentive compensation to quarterly revenue goals encourages sales growth and reflects our desire to invest in the long-term growth of our business when growth opportunities present themselves, potentially at the expense of our near-term profitability. Mr. Dennison’s MBO’s are determined quarterly by the CEO and reviewed by the Chair of the Compensation Committee. These individual MBO’s are designed to reward specific objectives that are accomplished by Mr. Dennison, such as the establishment of a sales relationship with a new customer.

The determination of whether to make incentive compensation payments under the incentive compensation program takes into account input from our NEOs and the Compensation Committee’s consideration, among other things, of one or more of the goals outlined below. The Compensation Committee has the discretion to take individual performance into account and to make adjustments, up or down, of the amount to be paid under the formula described below.

We do not use historical performance as a predictor of future performance. Our future financial results, including EBITDA and revenue, are subject to many risk factors, all of which are detailed in our Annual Report on Form 10-K for the year ended December 31, 2011 (see Risk Factors section), and contribute to our belief that our incentive performance goals should be challenging to obtain. Some of these challenges include our ability to generate new, and replace lost, customers, our ability to develop new products and technology, our ability to obtain adequate pricing for our products, and to improve our cost structure. For these reasons, we expect the 2012 performance targets to be difficult to achieve.

The following is a summary of the individual incentive compensation programs for our NEOs during 2011:

Michael D. Heil.    Under the 2011 program, the EBITDA and revenue targets accounted for 40% and 60% of Mr. Heil’s targeted bonus, respectively. The 2011 EBITDA and revenue targets were not achieved and, as a result, Mr. Heil did not receive a bonus for 2011.

Darryl S. Baker.    Under the 2011 program, the EBITDA and revenue targets accounted for 40% and 60% of Mr. Baker targeted bonus, respectively. The 2011 EBITDA and revenue targets were not achieved and, as a result, Mr. Baker did not receive a bonus for 2011.

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J. Brian Dennison.    Under the 2011 program, EBITDA and revenue targets accounted for 20% and 30% of Mr. Dennison’s targeted bonus, respectively, and commissions and MBO’s accounted for the other 50% of Mr. Dennison’s targeted bonus. The 2011 EBITDA and revenue targets were not achieved, however, Mr. Dennison did earn $17,467 as a result of achieving certain commission and MBO targets.

Brian M. Roberts.    Under the 2011 program, the EBITDA and revenue targets accounted for 40% and 60% of Mr. Roberts targeted bonus, respectively. The 2011 EBITDA and revenue targets were not achieved and, as a result, Mr. Roberts did not receive a bonus for 2011.

Equity Compensation.    We believe that stock ownership by our executive officers, through our equity-based compensation plans, aligns the interests of the executive officers with those of our stockholders. By using equity-based compensation, over a period of time, our executive officers should become larger holders of common stock. This is intended to strengthen their identification and interests with our stockholders and make increasing stockholder value an even more important focus for our management group. In addition, the Compensation Committee believes that the use of equity-based compensation combined with a focus on our operating performance will create a balance of these two long-term objectives.

Long-term equity grants are made under the Omnibus Plan adopted by the Company’s stockholders at its 2004 annual meeting as amended by the Company’s stockholders at its 2011 annual meeting. The Compensation Committee may make the following types of grants under the Omnibus Plan, with terms to be established by the Compensation Committee:

• Stock options;

• Stock appreciation rights;

• Restricted stock awards;

• Performance awards; and

• Other stock-based awards.

The total aggregate number of shares of our common stock that may be issued under the Omnibus Plan is 5,350,000 shares. This share limit is adjusted in the event of a stock dividend, spin-off, merger or other event affecting our capitalization. The Omnibus Plan will currently terminate by its terms in March 2024.

Through December 31, 2011, we granted long-term, equity-based compensation in the form of RSUs pursuant to a Company-wide equity compensation program adopted by the Compensation Committee in 2004. These RSUs were granted under the Omnibus Plan.

All full-time employees, including the NEOs, are eligible to receive RSUs. We believe that RSUs serve to recognize the contribution of our employees and encourage long-term employee retention. We set the vesting of these RSUs based primarily on continued service with the Company. All RSUs granted to our employees since January 2007 are time-based awards, with vesting generally occurring either 25% per year over four years or, more recently, 33% per year over three years. Our outstanding RSUs may vest earlier, on a pro-rata basis, upon the death, disability, termination without cause, or retirement of the plan participants or in full upon a change in control of the Company. This accelerated vesting is discussed under “Employment Agreements and Termination Payments” below. We do not time RSU or other equity grants in coordination with the release of material non-public information.

During 2011, the Compensation Committee awarded RSUs to the NEOs pursuant to the Omnibus Plan. Mr. Heil was awarded 150,000 RSUs, and Messrs. Baker, Dennison, and Roberts were each awarded 60,000 RSUs. Each of these RSU awards vest 33% per year over three years and may vest earlier, in full, upon a change in control of iGo or, on a pro rata basis, upon the executive’s death, disability or termination without cause.

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In addition, the Committee approved a program that would result in issuances of unrestricted shares of the Company’s common stock (“Company Shares”) to the NEOs pursuant to the Omnibus Plan if the Compensation Committee determines in its discretion that the Company achieves its annual revenue and EBITDA performance objectives for the years ended December 31, 2011 and December 31, 2012 (the “Performance Share Program”). Under the Performance Share Program, Mr. Heil had the opportunity to earn up to an additional 37,500 Company Shares, and Messrs. Baker, Dennison, and Roberts had the opportunity to earn up to an additional 15,000 Company Shares each, in the spring of 2012 if the Committee determined that the Company achieved its 2011 revenue and EBITDA performance objectives. The Compensation Committee determined that the Company did not achieve its 2011 revenue and EBITDA performance objectives and, therefore, the NEOs did not receive any additional Company Shares for 2011. Under the Performance Share Program, Mr. Heil has the opportunity to earn 37,500 Company Shares, and Messrs. Baker and Dennison have the opportunity to earn up to an additional 15,000 Company Shares, in the spring of 2013 if the Compensation Committee determines that iGo achieves its 2012 revenue and EBITDA performance objectives.

Other Executive Benefits and Perquisites

Our NEOs are eligible to participate in all of our employee benefit plans, such as medical, dental, group life, long-term disability insurance and our 401(k) plan.

Other Compensation Matters

Deductibility of Executive Compensation.    Section 162(m) of the Internal Revenue Code limits the tax deductibility by a publicly-held corporation of compensation in excess of $1 million paid to the CEO or any other of its four most highly compensated executive officers, unless that compensation is “performance-based compensation” as defined by the Internal Revenue Code. The Compensation Committee considers deductibility under Section 162(m) with respect to our compensation arrangements with executive officers. However, the Compensation Committee and the Board believe that it is in the best interest of the Company that the Compensation Committee retain its flexibility and discretion to make compensation awards, whether or not deductible, in order to foster achievement of performance goals established by the Compensation Committee as well as other corporate goals that the Compensation Committee deems important to our success, such as encouraging employee retention and rewarding achievement. Historically, we have not paid compensation to our executive officers that resulted in any amount that was not deductible under Section 162(m).

Policy on Recovery of Compensation.     Our CEO and CFO are required to repay certain bonuses and equity-based compensation they receive if we are required to restate our financial statements as required by the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act of 2010.

Significant Events After December 31, 2011

On April 10, 2012, the Committee approved the following actions:

• Mr. Heil’s base salary was reduced to $333,000 per year, the base salary of Mr. Baker was increased to $210,000 per year, and base salary of Mr. Dennison was increased to $200,000 per year.

• The Committee adopted a 2012 incentive compensation program for our NEOs with target bonus payouts equal to 70% of Mr. Heil’s base salary, 50% of Mr. Baker’s base salary, and 35% of Mr. Dennison’s base salary. Our NEOs have the opportunity to receive up to two times the stated bonus percentage of base salary based on the performance of the Company and the individual. Mr. Dennison is also eligible to receive an additional quarterly payment equal to 35% of his base salary based on his separate commission and MBO program. Any bonus payments earned by Messrs. Heil, Baker, and Dennison will be paid in shares of our stock in lieu of cash payments. Any commission and MBO payments earned by Mr. Dennison will be paid in cash.

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• The Committee awarded 210,000 stock options to each of Messrs. Baker and Dennison, which grants vest in increments of 70,000 shares each on each of April 10, 2013, April 10, 2014, and April 10, 2015.

Mr. Roberts notified us that he will resign from his position as Vice President, General Counsel and Secretary effective May  2, 2012.

SUMMARY COMPENSATION TABLE

The following table sets forth information regarding the compensation of our CEO, our CFO, and our three other highest paid executive officers for 2011, 2010 and 2009.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock  Awards(1) ($)		Non-Equity Incentive Plan Compensation(2) ($)		All Other Compensation(3) ($)		Total ($)
Michael D. Heil President, Chief Executive Officer and Member of the Board of Directors		2011 2010 2009		380,000 380,000 400,538		— — —		450,000 — —		— — —		8,689 15,382 8,904		838,689 395,382 409,442
Darryl S. Baker Vice President and Chief Financial Officer		2011 2010 2009		195,000 195,000 196,577		— — —		180,000 — —		— — —		7,575 7,998 8,474		382,575 202,998 205,051
J. Brian Dennison Vice President, Americas Sales		2011 2010		183,000 178,154		— —		180,000 100,000		17,467 —		4,359 8,180		384,826 286,334
Brian M. Roberts(4) Vice President, General Counsel and Secretary		2011 2010 2009		195,000 195,000 202,500		— — —		180,000 — —		— — —		7,800 10,324 6,710		382,800 205,324 209,210

(1) The amount shown in this column reflects the grant date fair value of RSU awards computed in accordance with ASC Topic 718. There were no forfeitures by the NEOs in 2011, 2010 and 2009. A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 13 to the Notes to our consolidated financial statements included in our Annual Report on Form 10-K.

(2) The amount shown in this column represents the annual cash incentive award earned under the Company’s incentive cash bonus plan. As discussed under the caption “Executive Compensation — Elements of the Compensation Program,” the 2011 EBITDA and revenue targets were not achieved and, accordingly, our NEOs did not receive any cash incentive bonus payments under this program for 2011. Also, as discussed under the referenced heading, Mr. Dennison received a cash incentive bonus of $17,467 as a result of achieving certain commission and MBO targets.

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(3) The amounts set forth under “All Other Compensation” represent the aggregate dollar amount for each NEO for perquisites and other personal benefits, 401(k) contributions by the Company, executive health insurance, travel expenses, home internet reimbursement, and severance pay and paid time off payout.

Name	Year		401(k) Match ($)		Executive Health Insurance ($)		Other ($)		Severance Pay and Paid Time Off Payout ($)
Michael D. Heil		2011 2010 2009		8,689 15,382 3,108		— — 5,736		— — 60		— — —
Darryl S. Baker		2011 2010 2009		7,575 7,998 8,474		—		— — —		— — —
J. Brian Dennison		2011 2010		4,359 8,180		— —		— —		— —
Brian M. Roberts		2011 2010 2009		7,800 10,324 6,710		— — —		— — —		— — —

(4) Mr. Roberts notified us that he will resign from his position as Vice President, General Counsel and Secretary effective May 2, 2012.

Relationship of Salary and Annual Incentive Compensation to Total Compensation

The following table sets forth the relationship of salary and annual incentive compensation to total compensation for each of our CEO, CFO, and remaining NEOs during 2011.

Name	% of Salary to Total Compensation		% of Annual Cash Incentive Payment to Total Compensation
Michael D. Heil		45		—
Darryl S. Baker		51		—
J. Brian Dennison		50		—
Brian M. Roberts		51		—

Employment Agreements and Termination Payments

We have an employment agreement only with Mr. Heil. Mr. Heil’s employment agreement was set to expire on June 11, 2011, however it continues to automatically renew on a year-to-year basis at the end of each annual term, unless either party to the agreement gives the other party notice of termination at least 90 days prior to the end of the then current term. The employment agreement provides for increases in base salary as determined by the Board of Directors. We do not have employment agreements with Messrs. Baker, Dennison or Roberts.

Pursuant to the terms of all of our outstanding RSU agreements, all RSUs granted to employees, including NEOs, will vest on a pro rata basis, upon the individual’s death, disability, termination without cause or retirement or, in full, upon a change in control of the Company.

Michael D. Heil.    As of December 31, 2011, Mr. Heil’s annual base salary was $380,000 and, effective April 10, 2012, Mr. Heil’s annual base salary was reduced to $333,000. Mr. Heil has a targeted annual calendar year cash bonus of 70% of his then current salary which, if earned in the future, will be payable in shares of Company stock. If Mr. Heil is terminated without cause or as a result of his constructive termination, he is entitled to receive (a) an amount equal to twelve months of his then applicable salary, (b) an amount equal to his targeted bonus for the applicable calendar year multiplied by a fraction, the numerator of which shall be the

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actual days he was employed by iGo during such calendar year, and the denominator of which shall be 365, and (c) a pro-rated number of his unvested restricted stock units (“RSUs”) shall vest automatically, determined by multiplying the number of unvested RSUs by a fraction, the numerator of which is the number of complete months of his continuous employment from the grant date of the RSUs and the denominator of which is the number of complete months between the grant date of the RSUs and the original time based vesting date, and (d) continued health benefits for a period of six months. In the event Mr. Heil is terminated following a change in control of the Company, Mr. Heil is entitled to receive (a) an amount equal to eighteen months of his then applicable salary, (b) an amount equal to eighteen months of his targeted bonus for the applicable calendar year, (c) full vesting of his unvested RSUs, and (d) continued health benefits for a period of eighteen months.

Darryl S. Baker.    As of December 31, 2011, Mr. Baker’s annual base salary was $195,000 and, effective April 10, 2012, Mr. Baker’s annual base salary was increased to $210,000. For 2012, Mr. Baker has a targeted annual calendar year cash bonus of 50% of his annual base salary, which, if earned in the future, will be payable in shares of Company stock. Mr. Baker does not have an employment agreement. Pursuant to a Company-wide severance policy established by the Compensation Committee, if Mr. Baker is terminated without cause or as a result of his constructive termination, he is entitled to receive (a) an amount equal to six months of his then applicable salary, (b) a pro-rated number of his unvested RSUs shall vest automatically, determined by multiplying the number of unvested RSUs by a fraction, the numerator of which is the number of complete months of his continuous employment from the grant date of the RSUs and the denominator of which is the number of complete months between the grant date of the RSUs and the original time based vesting date, and (c) continued health benefits for a period of six months. In the event Mr. Baker is terminated following a change in control of the Company, he is entitled to receive (a) an amount equal to twelve months of his then applicable salary, (b) an amount equal to twelve months of his targeted bonus for the applicable calendar year, (c) full vesting of his unvested RSUs, and (d) continued health benefits for a period of twelve months.

J. Brian Dennison.    As of December 31, 2011, Mr. Dennison’s annual base salary was $183,000 and, effective April 10, 2012, Mr. Dennison’s annual base salary was increased to $200,000. For 2012, Mr. Dennison has a targeted quarterly commission equal to 35% of his annual base salary and targeted management by objectives (MBO) targets equal to 35% of his annual base salary, for a combined total quarterly commission and bonus equal to 70% of his annual base salary. Any bonus payments earned by Mr. Dennison will be paid in shares of Company stock and any commission and MBO payments earned by Mr. Dennison will be paid in cash. Mr. Dennison does not have an employment agreement. Pursuant to a Company-wide severance policy established by the Compensation Committee, if Mr. Dennison is terminated without cause or as a result of his constructive termination, he is entitled to receive (a) an amount equal to six months of his then applicable salary, (b) a pro-rated number of his unvested RSUs shall vest automatically, determined by multiplying the number of unvested RSUs by a fraction, the numerator of which is the number of complete months of his continuous employment from the grant date of the RSUs and the denominator of which is the number of complete months between the grant date of the RSUs and the original time based vesting date, and (c) continued health benefits for a period of six months. In the event Mr. Dennison is terminated following a change in control of the Company, he is entitled to receive (a) an amount equal to twelve months of his then applicable salary, (b) an amount equal to twelve months of his targeted bonus for the applicable calendar year, (c) full vesting of his unvested RSUs, and (d) continued health benefits for a period of twelve months.

Brian M. Roberts.    Mr. Roberts voluntarily resigned from his position as Vice President, General Counsel and Secretary effective May 2, 2012.

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The table below contains certain information concerning termination and change in control payments as if the event occurred on December 31, 2011 for our NEOs.

TERMINATION AND CHANGE IN CONTROL PAYMENTS TABLE

Name	Type of Benefit	Before Change in Control Termination w/o Just Cause or Constructive Termination ($)			After Change in Control Termination w/o Just Cause or Constructive Termination ($)			Voluntary Termination or with Just Cause ($)		Death / Disability ($)		Change  in Control ($)
Michael D. Heil	Severance Pay		646,000	(1)		646,000	(1)		-0-		-0-		-0-
	RSU Acceleration		101,735			211,750			-0-		101,735		211,750
	Total		747,735			857,750			-0-		101,735		211,750
Darryl S. Baker	Severance Pay		97,500	(2)		292,500	(3)		-0-		-0-		-0-
	RSU Acceleration		29,342			70,262			-0-		29,342		70,262
	Total		126,842			362,762			-0-		29,342		70,262
J. Brian Dennison	Severance Pay		91,500	(2)		311,100	(3)		-0-		-0-		-0-
	RSU Acceleration		23,996			79,566			-0-		23,996		79,566
	Total		115,496			390,666			-0-		23,996		79,566
Brian M. Roberts(4)	Severance Pay		97,500	(2)		292,500	(3)		-0-		-0-		-0-
	RSU Acceleration		29,342			70,262			-0-		29,342		_70,262
	Total		126,842			362,762			-0-		29,342		70,262

(1) These amounts reflect a lump sum payment equal to 100% of Mr. Heil’s annual base salary plus a pro-rated bonus at the 70% performance level.

(2) These amounts reflect a lump sum payment equal to 50% of the individual’s annual base salary at December 31, 2011.

(3) These amounts reflect a lump sum payment equal to 100% of the individual’s annual base salary at December 31, 2011 plus 100% of his incentive compensation at the 100% performance level.

(4) Mr. Roberts voluntarily resigned from his position as Vice President, General Counsel and Secretary effective May 2, 2012 and did not receive any severance benefits or acceleration of any equity awards in connection with such event.

We believe that our severance and change in control provisions are consistent with the programs and levels of severance and post employment compensation of other companies in our peer group and believe that these arrangements are reasonable.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information concerning unvested RSUs for each of the NEOs as of December 31, 2011.

	Stock Awards
Name	Number of Shares or Units That Have Not Vested (#)		Market Value of Shares of Units of Stock That Have Not Vested ($)		Equity incentive  plan awards: Number of unearned shares, units or other rights that have not vested (#)(5)		Equity incentive  plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Michael D. Heil(1)		275,000		211,750		37,500		28,875
Darryl S. Baker(2)		91,250		70,262		15,000		11,550
J. Brian Dennison(3)		103,333		79,566		15,000		11,550
Brian M. Roberts(4)		91,250		70,262		15,000		11,550

(1) 125,000 of Mr. Heil’s RSUs automatically vested on March 19, 2012 and, subject to continued employment, 50,000 of Mr. Heil’s RSUs will automatically vest on each of April 28, 2012, April 28, 2013, and April 28, 2014, and earlier, in full, upon a change of control, or on a pro rata basis upon Mr. Heil’s death, disability, termination without cause or retirement. Mr. Heil has the opportunity to earn 37,500 shares of stock if the Compensation Committee determines that the Company achieves its 2012 revenue and EBITDA performance objectives.

(2) 31,250 of Mr. Baker’s RSUs vested on March 19, 2012. Subject to continued employment, 20,000 of Mr. Baker’s RSUs will vest on each of April 28, 2012, April 28, 2013, and April 28, 2014, and earlier, in full, upon a change of control, or on a pro rata basis upon Mr. Baker’s death, disability, termination without cause or retirement. Mr. Baker has the opportunity to earn 15,000 shares of stock if the Compensation Committee determines that the Company achieves its 2012 revenue and EBITDA performance objectives.

(3) 21,667 of Mr. Dennison’s RSUs vested on April 2, 2012. Subject to Subject to continued employment, 21,666 of Mr. Dennison’s RSUs will vest on April 2, 2013 and 20,000 RSUs will vest on each of April 28, 2012, April 28, 2013, and April 28, 2014, and earlier, in full, upon a change of control, or on a pro rata basis upon Mr. Dennison’s death, disability, termination without cause or retirement. Mr. Dennison has the opportunity to earn 15,000 shares of stock if the Compensation Committee determines that the Company achieves its 2012 revenue and EBITDA performance objectives.

(4) 31,250 of Mr. Roberts’ RSUs vested on March 19, 2012. Subject to continued employment, 20,000 of Mr. Roberts’ RSUs will vest on each of April 28, 2012, April 28, 2013, and April 28, 2014. Mr. Roberts also had the opportunity to earn 15,000 shares of stock if the Compensation Committee determined that the Company achieves its 2012 revenue and EBITDA performance objectives. Mr. Roberts notified us that he will resign from his position as Vice President, General Counsel and Secretary effective May 2, 2012 and, accordingly, 40,000 RSUs were forfeited and he no longer has the right to earn the additional 15,000 shares of stock.

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OPTION EXERCISES AND STOCK VESTED

There were no option exercises during 2011. The following table reflects the aggregate value realized by the NEOs for RSUs that vested in 2011.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(1) ($)
Michael D. Heil		250,000		608,750
Darryl S. Baker		36,718		109,434
J. Brian Dennison		39,445		130,669
Brian M. Roberts		41,718		128,634

(1) The value realized is the fair market value on the date the RSUs vested.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 25, 2012 by:

• each person or entity known by us to beneficially own 5% or more of the outstanding shares of our common stock;

• each of our Directors and Executive Officers; and

• all of our Directors and Executive Officers as a group.

Unless otherwise noted, the persons named below have sole voting and investment power with respect to the shares shown as beneficially owned by them.

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned(2)		Percentage(3)
Directors and Executive Officers:
Peter L. Ax		112,465		*
Michael D. Heil		881,259		2.6	%
Michael J. Larson		139,166		*
Frederic Welts		84,549		*
Darryl S. Baker		140,063		*
J. Brian Dennison		103,464		*
Seth Egorin		35,526		*
Phillip Johnson		35,526		*
Brian M. Roberts(4)		155,799		*
Executive officers and directors as a group (9 persons)		1,687,817		4.9	%
5% or more Stockholders:
Adage Capital Partners, L.P.(5)		7,349,500		21.6	%

 * Represents beneficial ownership of less than 1%.

(1) The address of all directors and officers is c/o iGo, Inc., 17800 N. Perimeter Dr., Suite 200, Scottsdale, Arizona 85255.

(2) “Beneficially” owned shares, as defined by the Securities and Exchange Commission, are those shares as to which a person has voting or investment power, or both. “Beneficial” ownership does not necessarily mean that the named person is entitled to receive the dividends on, or the proceeds from the sale of, the shares.

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(3) Percentage of beneficial ownership is based upon 34,074,064 shares of common stock outstanding as of April 25, 2012. For each named person, this percentage includes common stock that such person has the right to acquire either currently or within 60 days of April 25, 2012, including upon the exercise of an option or warrant or the vesting of a restricted stock unit.

(4) Mr. Roberts notified us that he will resign from his position as Vice President, General Counsel and Secretary effective May 2, 2012.

(5) Based solely on a Form 4 filed with the Securities and Exchange Commission on December 1, 2006. The Form 4 indicates that these shares are held directly by Adage Capital Partners, L.P., a limited partnership of which Adage Capital Partners GP, L.L.C. is the general partner. The Form 4 indicates that Adage Capital Partners GP, L.L.C. has discretion over these shares, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. The address for Adage Capital Partners GP, L.L.C. is 200 Clarendon Street, 52^nd Floor, Boston, MA 02116.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives aggregate information regarding grants under all of our equity compensation plans through December 31, 2011.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities remaining available for future Issuance under Equity Compensation Plans (excluding Securities reflected in Column (a)) (c)
Equity compensation plans approved by stockholders		—		—		4,821,366	(1)
Equity compensation plans not approved by stockholders		5,000	$	7.59		—
Total:		5,000	$	7.59		4,821,366

(1) Includes 1,768,222 shares available under the 2001 Employee Stock Purchase Plan and 3,053,144 shares available under the Omnibus Plan.

(2) Includes 5,000 warrants issued to Silicon Valley Bank at an exercise price of $7.59 per share in connection with an amendment to our line of credit, which are fully vested and expire September 3, 2013.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policy and Procedures

Pursuant to our Audit Committee Charter, the Audit Committee, or a comparable body of our board, must review and approve all related-party transactions. Our Audit Committee typically analyzes the following factors, in addition to any other factors the members of the Audit Committee deem appropriate, in determining whether to approve a related- party transaction:

• whether the terms are fair to iGo;

• whether the transaction is material to iGo;

• the role the related party has played in arranging the related-party transaction;

• the structure of the related-party transaction; and

• the interest of all related persons in the related-party transaction.

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In addition, our Bylaws state that any contract or transaction with iGo in which one or more of our officers or directors have a financial interest will not be void or voidable if:

• the material facts as to the officer or director’s relationship or interest and as to the contract or transaction are disclosed or are known to the board or committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of disinterested directors; or

• the material facts as to the officer or director’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the stockholders; or

• the contract or transaction is fair as to iGo as of the time it is authorized, approved or ratified by the board, a committee of the board, or the stockholders.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Such persons are required to furnish us with copies of all Section 16(a) reports they file. To the Company’s knowledge, based solely on a review of the copies of such reports and written representations that no other reports were required, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with for 2011.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Board of Directors has selected KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. KPMG has audited our financial statements since 1995. Although stockholder ratification is not required, the Board of Directors has directed that such appointment be submitted to our stockholders for ratification at the annual meeting. KPMG LLP provided audit services to us for the year ended December 31, 2011. A representative of KPMG LLP is expected to be present at the annual meeting, and will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.

No report of KPMG LLP on our financial statements for either of our last two fiscal years contained any adverse opinion or disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of our financial statements for the last two fiscal years, there were no disagreements with KPMG LLP on any matters of accounting principles, financial statement disclosure or audit scope and procedures which, if not resolved to the satisfaction of KPMG LLP, would have caused the firm to make reference to the matter in its report. During our last two fiscal years, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

Assuming the presence of a quorum, the affirmative vote of the holders of a majority of the votes cast is necessary to ratify the appointment of our independent registered public accounting firm. The enclosed form of proxy provides a means for stockholders to vote for the ratification of selection of independent public accountants, to vote against it or to abstain from voting with respect to it.

The Board of Directors recommends a vote “FOR” the ratification of the selection of KPMG LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

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AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed our audited consolidated financial statements with management. The Audit Committee has also discussed the matters required to be discussed by SAS No. 61, Communications with Audit Committees, as amended, (Codification of Statements on Auditing Standards, AU § 380) and Securities and Exchange Commission rules and regulations with KPMG LLP, our independent registered public accounting firm. The Audit Committee has received the written disclosures and the letter from KPMG LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has reviewed, evaluated and discussed with KPMG LLP its independence from the Company. The Audit Committee has also discussed with management and KPMG LLP such other matters and received such assurances from them as it deemed appropriate.

Based upon the reviews and discussions of the above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission.

Respectfully submitted:

Peter L. Ax

Michael J. Larson

Frederic Welts

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, that incorporate future filings, including this proxy statement, in whole or in part, the foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any such filings.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The following table sets forth the aggregate fees billed to the Company for fiscal 2011 and fiscal 2010 by KPMG LLP:

	2011		2010
Audit Fees	$	310,000	$	350,000
Audit-Related Fees		7,000		29,000
Tax Fees		—		—
All Other Fees		—		—
Total	$	317,000	$	379,000

Audit Fees for 2011 and 2010 consist of fees relating to the audit of our year-end consolidated financial statements and reviews of our quarterly financial statements. Audit-Related Fees for 2011 relate to fees associated with the provision of a consent filed as an exhibit to the Registration Statement on Form S-8 filed by the Company on May 6, 2011. Audit-Related Fees for 2010 relate to fees associated with due diligence assistance and acquisition-related audit procedures provided in connection with our acquisitions of Adapt Mobile Limited Aerial7 Industries, Inc.

The Audit Committee regularly determines whether specific projects or expenditures could potentially affect KPMG LLP’s independence. The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of KPMG LLP and has concluded that it is compatible.

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PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES

The Audit Committee is directly responsible for the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm. The Audit Committee must approve, in advance, the provision by the independent registered public accounting firm of all audit services and permissible non-audit services. These services may include audit services, audit-related services, tax services and other services. The Audit Committee also actively engages in a dialogue with the independent registered public accounting firm with respect to any relationships or services that may impact their objectivity and independence.

OTHER BUSINESS

The Board knows of no matter other than those described herein that will be presented for consideration at the meeting. However, should any other matters properly come before the meeting or any adjournment thereof, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment in the interests of the Company.

STOCKHOLDER PROPOSALS

Stockholder proposals intended for inclusion in the Company’s 2013 proxy statement and acted upon at the Company’s 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”) must be received by the Company at its executive offices at 17800 N. Perimeter Dr., Suite 200, Scottsdale, Arizona 85255, Attention: Corporate Secretary, on or prior to January 4, 2013.

Stockholder proposals submitted for consideration at the 2013 Annual Meeting, but not submitted for inclusion in the Company’s 2013 proxy statement, including stockholder nominations for candidates for election as directors, generally must be received by the Company at its executive offices no earlier than the close of business on the 180th day and not later than the close of business on the 90th day prior to the first anniversary of the 2012 annual meeting; provided, however, that in the event that the date of the 2013 annual meeting is more than 45 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of the 2013 annual meeting and not later than the close of business on the later of the 90th day prior to the date of the 2013 annual meeting or, if the first public announcement of the date of the 2013 annual meeting is less than 100 days prior to the date of the 2013 annual meeting, the 10th day following the day on which public announcement of the date of the 2013 meeting is first made by the Company.

STOCKHOLDERS SHARING THE SAME ADDRESS

The Company has adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, the Company will deliver only one copy of the Company’s Annual Report to stockholders for fiscal 2011 (the “2011 Annual Report”) and this proxy statement to multiple stockholders who share the same address (if they appear to be members of the same family) unless the Company has received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards. This procedure reduces the Company’s printing and mailing costs and fees.

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The Notice of Annual Meeting of Stockholders, the 2011 Annual Report on Form 10-K, and this proxy statement are available on the Company’s web site atwww.igo.com. The Company will deliver promptly upon written or oral request a separate copy of the 2011 Annual Report and this proxy statement to any stockholder at a shared address to which a single copy of either of those documents was delivered. To receive a separate copy of the 2011 Annual Report or this proxy statement, stockholders should contact the Company at:

Investor Relations

iGo, Inc.

17800 N. Perimeter Drive, Suite 200

Scottsdale, AZ 85255

(480) 596-0061

ir@igo.com

If you are a stockholder, share an address and last name with one or more other stockholders and would like to revoke your householding consent and receive a separate copy of the Company’s annual report or proxy statement in the future, please contact Broadridge, either by calling toll free at (800) 542-1061 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding programs within 30 days of receipt of the revocation of your consent.

A number of brokerage firms have instituted householding. If you hold your shares in “street name,” please contact your bank, broker or other holder of record to request information about householding.

EXPENSES OF SOLICITATION

All costs incurred in the solicitation of proxies will be borne by us. We estimate those costs to be approximately $15,000. In addition to solicitation by mail, our officers and employees may solicit proxies by telephone, telegraph or personally, without additional compensation. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of shares of common stock held of record by such persons, and we may reimburse such brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses incurred in connection therewith.

You may request a copy of our Notice of Annual Meeting of Stockholders, annual, quarterly and special reports, proxy statements and other information at no cost, including our annual report on Form 10-K, including financial statements and schedules thereto, for the year ended December 31, 2011, by writing or telephoning iGo at the following address:

Corporate Secretary

iGo, Inc.

17800 North Perimeter Drive, Suite 200

Scottsdale, Arizona 85255

(480) 596-0061

FORWARD LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve substantial risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include, but are not limited to, statements made in the Compensation Discussion and Analysis section of this Proxy Statement about our compensation structure and

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programs and our intentions with respect thereto. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect iGo’s business, particularly those mentioned under the heading “Risk Factors” in iGo’s Annual Report on Form 10-K, and in the periodic reports that iGo files with the SEC on Form 10-Q and Form 8-K.

IMPORTANT NOTICE REGARDING THE AVAILABILTY OF PROXY

MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 26, 2012

The proxy materials for the Company’s annual meeting of stockholders, including the 2011 annual report and this proxy statement, are available over the Internet by accessing the Company’s Internet website at www.igo.com. Other information on the Company’s website does not constitute part of the Company’s proxy materials.

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IGO, INC. FORM 10-K

Accompanying this proxy statement is a copy of our Annual Report for the fiscal year ended December 31, 2011 on Form 10-K.

You should rely only on the information contained in or incorporated by reference in this proxy statement to vote on the matters proposed herein. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. You should not assume that the information contained in the proxy statement is accurate as of any date other than the date hereof, and the mailing of this proxy statement to our stockholders shall not create any implication to the contrary.

By Order of the Board of Directors,

Michael D. Heil

President & Chief Executive Officer

Scottsdale, Arizona

April 27, 2012

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Proxy Card for Stockholders

iGo, Inc.

This Proxy is solicited on behalf of the Company’s Board of Directors.

The undersigned hereby: appoints Michael D. Heil and Darryl S. Baker, or any one of them, the undersigned’s proxy with full power of substitution for and in the name, place and stead of the undersigned to vote all shares of Common Stock of iGo, Inc. owned by the undersigned standing in the name of the undersigned, or with respect to which the undersigned is entitled to vote at the Annual Meeting of Stockholders of iGo, Inc. (the “Meeting”) to be held at the Scottsdale Marriott at McDowell Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona 85260 at 10:00 a.m. local time on June 26, 2012 and any adjournments thereof, on the following matters as indicated below and such other business as may properly come before the Meeting.

This Proxy, when properly executed and timely returned, will be voted in the manner directed herein by the stockholder. If no direction is made, this Proxy will be voted FOR the nominee as director, FOR ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2012, and in the discretion of the proxies on any other matters that may properly come before the Meeting and any adjournments thereof.

The undersigned hereby revokes any proxy heretofore given to vote or act with respect to the Common Stock of the Company and hereby ratifies and confirms all that the proxies, their substitutes, or any of them lawfully do by virtue hereof.

PLEASE mark, sign, date and return the proxy card promptly using the enclosed envelope. No postage is required if mailed in the United States.

(Continued and to be signed on the other side)

IGO, INC.

ANNUAL MEETING OF STOCKHOLDERS

JUNE 26, 2012

1	¨	FOR the election of Michael D. Heil as director	Please date this proxy and sign exactly as your name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
	¨	WITHHOLD AUTHORITY to elect Michael D. Heil as director
2.	¨	FOR the ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2012
	¨	AGAINST the ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2012		DATED:                    , 2012
	¨	ABSTAIN		Signature of Stockholder
3.	In the discretion of the proxies on any other matters that may properly come before the meeting or any adjournments thereof including, without limitation, a vote to adjourn or postpone the meeting.			Signature if held jointly
			Please mark, date, sign and mail your proxy promptly in the envelope provided.