SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

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[ ] Soliciting underss.240.14a-12

VASCULAR SOLUTIONS, INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)

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

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[COMPANY LOGO]

Dear Fellow Shareholder:

You are cordially invited to attend the 2001 annual meeting of
shareholders of Vascular Solutions, Inc., which will be held at the Minneapolis
Club, 729 Second Avenue South (the corner of Second Avenue and Eighth Street in
downtown Minneapolis, Minnesota) beginning at 3:30 p.m. on Thursday, April 19,
2001.

This booklet contains your official notice of the 2001 annual meeting
of shareholders and a proxy statement that includes information about matters to
be acted upon at the annual meeting. Officers and directors of Vascular
Solutions, Inc. will be on hand to review the company's operations and to answer
questions and discuss matters that may properly arise.

Whether or not you plan to attend the annual meeting, please complete,
sign, date and mail the enclosed proxy card promptly. If you attend the annual
meeting, you may revoke your proxy and vote in person if you wish, even if you
have previously returned your proxy card.

Last year brought continued progress and accomplishments. I sincerely
hope that you will be able to attend our annual meeting to review 2000 and our
future plans.

Sincerely,

/s/ Howard C. Root
-----------------------------------------
Howard C. Root
Chief Executive Officer

VASCULAR SOLUTIONS, INC.
2495 XENIUM LANE NORTH
MINNEAPOLIS, MINNESOTA 55441

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 2001

The 2001 annual meeting of the shareholders of Vascular Solutions,
Inc., a Minnesota corporation, will be held at the Minneapolis Club, 729 Second
Avenue South, Minneapolis, Minnesota, beginning at 3:30 p.m. on Thursday, April
19, 2001 for the following purposes:

1. To elect six directors to serve on the Board of Directors for
a term of one year and until their successors are duly elected
and qualified.

2. To approve the Vascular Solutions, Inc. employee stock
purchase plan.

3. To ratify the appointment of Ernst & Young LLP as Vascular
Solutions, Inc.'s independent auditor for 2001.

4. To transact such other business as may properly come before
the meeting or any adjournment thereof.

The Board of Directors recommends that an affirmative vote be cast in
favor of all nominees and for each of the proposals.

Only holders of record of common stock at the close of business on
March 5, 2001, will be entitled to notice of and to vote at the annual meeting
or any adjournment thereof.

It is important that your shares of common stock be represented at the
annual meeting. You are urged to complete and sign the accompanying proxy card,
which is solicited by the Board of Directors of Vascular Solutions, and mail it
promptly in the enclosed envelope. Your proxy will not be used if you attend and
vote at the annual meeting in person.

By order of the Board
of Directors

/s/ Jerry Johnson
-----------------------------------------
Jerry Johnson
Secretary

March 12, 2001

IMPORTANT: PLEASE RETURN EACH PROXY CARD SENT TO YOU.

PROXY STATEMENT

This proxy statement is provided in connection with the 2001 annual
meeting of shareholders of Vascular Solutions, Inc. and any adjournment or
postponement of the meeting. The accompanying proxy is solicited by the Board of
Directors of Vascular Solutions. This proxy statement is dated March 12, 2001.
This proxy statement, the accompanying form of proxy and Vascular Solutions'
annual report are first being sent or given to shareholders beginning on or
about March 12, 2001.

RECORD DATE; SHAREHOLDERS ENTITLED TO VOTE; QUORUM

Holders of record of the shares of Vascular Solutions common stock at
the close of business on March 5, 2001, will be entitled to vote on all matters
at the annual meeting. Each share of common stock will be entitled to one vote.
On March 5, 2001, a total of 13,142,198 shares of common stock were outstanding.
A majority of the voting power of the outstanding shares of common stock
entitled to vote, represented in person or by proxy, will be required to
constitute a quorum for the annual meeting.

VOTING YOUR SHARES

The Vascular Solutions Board of Directors is soliciting proxies from
the Vascular Solutions shareholders. By completing and returning the
accompanying proxy, you will be authorizing Howard Root and Jerry Johnson to
vote your shares. If your proxy is properly signed and dated it will be voted as
you direct. If you attend the annual meeting in person, you may vote your shares
by completing a ballot at the meeting.

CHANGING YOUR VOTE BY REVOKING YOUR PROXY

Your proxy may be revoked at any time before it is voted at the annual
meeting by giving notice of revocation to Vascular Solutions, in writing, by
execution of a later dated proxy or by attending and voting at the annual
meeting.

HOW PROXIES ARE COUNTED

If you return a signed and dated proxy card but do not indicate how the
shares are to be voted, those shares will be voted FOR each of the nominees and
the listed proposals. Votes cast by proxy or in person at the annual meeting
will be tabulated by the election inspectors appointed for the annual meeting.

Shares voted as abstentions on any matter (or a "withhold vote for" as
to directors) will be counted for purposes of determining the presence of a
quorum at the annual meeting and treated as unvoted, although present and
entitled to vote, for purposes of determining the approval of each matter as to
which a shareholder has abstained. If a broker submits a proxy that indicates
the broker does not have discretionary authority as to certain shares to vote on
one or more matters, those shares will be counted for purposes of determining
the presence of a quorum at the meeting, but will not be considered as present
and entitled to vote with respect to such matters.

The Board of Directors knows of no other matters to be presented for
action at the annual meeting other than those set forth herein. If any other
matters properly come before the annual meeting, however, the persons named in
the proxy will vote on such other matters and/or for other nominees in
accordance with their best judgment. This includes a motion to adjourn or
postpone the annual meeting to solicit additional proxies.

COST OF SOLICITATION

All expenses in connection with this solicitation will be paid by
Vascular Solutions. Officers, directors and regular employees of Vascular
Solutions, who will receive no extra compensation for their services, may
solicit proxies by telephone or electronic transmission.

PROPOSAL 1:
ELECTION OF DIRECTORS

Six directors have been nominated for election to our Board of
Directors at the 2001 annual meeting of shareholders to hold office for a term
of one year and until their successors are duly elected and qualified (except in
the case of earlier death, resignation or removal). In the unlikely event that
the nominees are not candidates for election at the annual meeting, the persons
named as proxies will vote for such other persons as the Board of Directors or
proxies may designate.

Information regarding the nominees to the Board of Directors is set
forth below.

GARY GERSHONY, M.D., age 45, is the principal inventor of the Vascular
Solutions Duett(TM)sealing device and has served as our Medical Director as well
as a director since he co-founded Vascular Solutions in February 1997. Dr.
Gershony also is in private practice as an interventional cardiologist with John
Muir Hospital in Walnut Creek, California. From 1997 through March 1998, Dr.
Gershony was associated with Los Angeles Cardiology Associates. From 1993
through 1997, Dr. Gershony was the Director of the Cardiac Catheterization
Laboratories and Interventional Cardiology at the University of California Davis
Medical Center and an Assistant Professor of Medicine (Cardiology) at the
University of California Davis School of Medicine. From 1989 to 1993, Dr.
Gershony served as Clinical Assistant Professor of Medicine at the University of
Oklahoma College of Medicine and Associate Director of Research Cardiology at
Hillcrest Medical Center. Dr. Gershony is a Fellow of the American College of
Cardiology, the American Heart Association, the Society for Cardiac Angiography
and Interventions and the American Society for Lasers in Medicine and Surgery.
Dr. Gershony received his M.D. degree from the University of Toronto and
performed his interventional cardiology fellowship at Emory University.

JAMES JACOBY, JR., age 38, joined our Board of Directors in February
1999. Mr. Jacoby has been a Managing Director of the Life Sciences Group of the
Corporate Finance Department of Stephens Inc., an Arkansas-based investment
banking firm, since December 1999 and previously was Vice President, Corporate
Finance Department of Stephens Inc. since 1994. From 1990 through 1994, Mr.
Jacoby was Vice President, Mergers and Acquisitions Department of Chemical
Banking Corporation in New York and London.

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MICHAEL KOPP, age 44, has served on our board of directors since
November 2000. Mr. Kopp has over twenty years experience in the medical device
industry. He has been a private investor and industry consultant since September
1999. From April 1995 to August 1999 Mr. Kopp was President and CEO of IsoStent,
Inc., acquired by Johnson and Johnson. From January 1994 to March 1995 Mr. Kopp
was President and CEO of Devices for Vascular Intervention, Inc., acquired by
Eli Lilly and Company. He has served as a director of Prolifix, Inc. since
October 1996 and also has served as a director of Spiration, Inc. since October
1999.

GERARD LANGELER, age 50, has been a member of our Board of Directors
since February 1997. Mr. Langeler has been a General Partner of OVP Venture
Partners, an operating venture capital company, since 1992. Prior to joining OVP
Venture Partners, Mr. Langeler was an officer and co-founder of Mentor Graphics,
a manufacturer of software for computer-aided design of electronics. Mr.
Langeler also is a director of Preview Systems, Inc., Webridge, Inc. and
800.com, Inc.

RICHARD NIGON, age 53, has been a member of our Board of Directors
since November 2000. Mr. Nigon has been Director of Equity Corporate Finance for
Miller Johnson Steichen Kinnard since February 2001. From February 2000 to
February 2001, Mr. Nigon served as the Chief Financial Officer of Dantis, Inc.
Prior to joining Dantis, Mr. Nigon was employed by Ernst & Young since 1970,
serving as a partner since 1981. While at Ernst & Young, Mr. Nigon served as the
Director of Ernst & Young's Twin Cities Entrepreneurial Services Group and was
the coordinating partner on several publicly-traded companies in the consumer
retailing and manufacturing industries. Mr. Nigon is also a director of
Stockwalk Group, Inc.

HOWARD ROOT, age 40, has served as our Chief Executive Officer and a
director since he co-founded Vascular Solutions in February 1997. From April
1996 through February 1997, Mr. Root was the Vice President of Gateway Alliance,
LLC, a provider of management services to start-up businesses. From 1990 to
1995, Mr. Root was employed by ATS Medical, Inc., a mechanical heart valve
company, most recently as Vice President and General Counsel. Prior to joining
ATS Medical, Mr. Root practiced corporate law, specializing in representing
emerging growth companies, at the law firm of Dorsey & Whitney LLP for over five
years.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES.

The affirmative vote of a majority of the shares of Vascular Solutions
common stock present and entitled to vote at the 2001 annual meeting of
shareholders is necessary to elect each nominee. Proxies will be voted in favor
of the nominees unless otherwise specified.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 2000, the Board of Directors held six meetings. Each director
holding office during the year attended at least 75% of the total number of
meetings of the Board of Directors (held during the period for which they were a
director) and committees of the board on which they served. The Board of
Directors has an Audit Committee and a Compensation Committee, which are
described below. The Board of Directors does not have a Nominating Committee.

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The Board of Directors has an Audit Committee composed of Mr. Jacoby,
Mr. Langeler and Mr. Nigon. The Audit Committee's responsibilities include
facilitating our relationship with independent auditors; reviewing and assessing
the performance of our accounting and finance personnel; communicating to our
Board of Directors the results of work performed by and issues raised by our
independent auditors and legal counsel; and evaluating our management of assets
and reviewing policies relating to asset management. The Audit Committee held
four meetings during 2000.

The Board of Directors has a Compensation Committee composed of Mr.
Langeler, Mr. Jacoby and Dr. Gershony. The Compensation Committee's
responsibilities include establishing salaries, incentives, and other forms of
compensation for our directors and officers; administering our incentive
compensation and benefits plans; and recommending policies relating to such
incentive compensation and benefits plans. The Compensation Committee held two
meetings during 2000.

DIRECTOR COMPENSATION

We do not currently pay any compensation to directors for serving in
that capacity, but we reimburse directors for out-of-pocket expenses incurred in
attending board meetings. Each non-employee director receives an option to
purchase 10,000 shares of our common stock on the date of his or her election to
our Board of Directors and the date of each re-election thereafter with an
exercise price equal to fair market value on such date.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee of our Board of Directors is composed of the
following non-employee directors: Mr. Jacoby, Mr. Langeler and Mr. Nigon. Mr.
Jacoby currently serves as the Chairman of the Audit Committee. All of the
members of the Audit Committee are independent for purposes of the Nasdaq
listing requirements. The Audit Committee operates under a written charter
adopted by the Board of Directors, a copy of which is attached to this Proxy
Statement as Exhibit A. The Audit Committee recommends to the Board of
Directors, and submits for shareholder ratification, the appointment of our
independent auditors Ernst & Young LLP.

Management is responsible for Vascular Solutions' internal controls and
the financial reporting process. Our independent auditors are responsible for
performing an independent audit of our consolidated financial statements in
accordance with generally accepted auditing standards and to issue a report on
our financial statements. The Audit Committee's responsibility is to monitor and
oversee these processes.

In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that Vascular Solutions' consolidated financial statements were
prepared in accordance with generally accepted accounting principles, and the
Audit Committee has reviewed and discussed the consolidated financial statements
with management and the independent auditors. The Audit Committee discussed with
the independent auditors matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees).

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Our independent auditors also provided to the Audit Committee the
written disclosure required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent auditors the auditing firm's independence. The
Committee also considered whether non-audit services provided by the independent
auditors during the last fiscal year were compatible with maintaining the
independent auditors' independence.

Based upon the Audit Committee's discussion with management and the
independent auditors and the Audit Committee's review of the representation of
management and the report of the independent auditors to the Audit Committee,
the Audit Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in Vascular Solutions' Annual
report on Form 10-K for the fiscal year ended December 31, 2000 filed with the
Securities and Exchange Commission.

Members of the Audit Committee

James Jacoby, Jr., Chairman
Gerard Langeler
Richard Nigon

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of our Board of Directors is composed of the
following non-employee directors: Mr. Langeler, Mr. Jacoby and Dr. Gershony. Mr.
Langeler currently serves as Chairman of the Compensation Committee. The
Compensation Committee advises the Chief Executive Officer and the Board of
Directors on matters of compensation philosophy and recommends salaries,
incentives and other forms of compensation for our directors, officers and other
employees. The Compensation Committee has reviewed and is in accord with the
compensation paid to executive officers in 2000.

GENERAL COMPENSATION POLICY

We are committed to attracting, hiring and retaining an experienced
management team that can successfully manufacture and sell our Duett sealing
device and develop new products. The fundamental policy of the Compensation
Committee is to provide our executive officers with competitive compensation
opportunities based upon their contribution to our development and financial
success and long-term shareholder interest, as well as the officers' personal
performance. It is the Compensation Committee's objective to have a portion of
each executive officer's compensation contingent upon overall company
performance as well as upon such executive officer's own level of performance.
Accordingly, the compensation package for each executive officer is comprised of
three elements: (i) base salary which reflects individual performance and is
designed primarily to be competitive with salary levels in the industry; (ii)
bonus payments contingent upon specific corporate and individual milestones; and
(iii) long-term stock-based incentive awards which strengthen the mutuality of
interests between the executive officers and our shareholders.

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BASE SALARY

The base salary is established as a result of the Compensation
Committee's analysis of each executive officer's individual performance during
the prior year, our overall performance during the prior year and historical
compensation levels within the executive officer group. The Compensation
Committee believes executive salaries must be sufficient to attract and retain
key individuals. Salaries are also based on experience level and are intended to
be competitive with salaries paid to comparable executives in similar positions
at other medical device companies of comparable size.

BONUS AWARDS FOR 2000

Bonus awards are provided under a Management Incentive Compensation
Plan. At the beginning of each year certain performance objectives, including
corporate, department and personal goals, are set. At the end of the year
management personnel that are eligible for bonus awards have their performance
measured against these goals. Based upon progress toward meeting these goals,
bonus awards are paid. In early 2001, the Compensation Committee approved
bonuses for executive officers and certain other employees for recognition of
established objectives during 2000.

LONG-TERM INCENTIVE COMPENSATION

Long-term incentives are provided through the grant of stock options.
The grants are designed to align the interest of each executive officer with
those of our shareholders and provide each individual with an incentive to
manage our business from the perspective of an owner with an equity stake in the
business. In general, we view option grants as incentives for future performance
and not as compensation for past accomplishments. Executive officers are granted
a stock option at the time they commence service and are eligible for annual
grants thereafter. In determining the number of shares subject to stock option
grants, the Committee takes into consideration the job responsibilities,
experience and contributions of the individual as well as the recommendations of
the Chief Executive Officer. The options vest over a period of several years and
are generally not exercisable for at least one year after the date of grant.
Each option grant allows the individual to acquire shares of our Common Stock at
a fixed price per share over a ten-year period of time. Executive officers
receive gains from stock options only to the extent that the fair market value
of the stock has increased since the date of the option grant.

CEO COMPENSATION

The Compensation Committee's determination of our Chief Executive
Officer's salary, bonus and stock option grants follows the policies set forth
above for all executive compensation. The Committee seeks to establish a level
of base salary competitive with that paid by companies within the industry which
are of comparable size, and a bonus contingent upon specific corporate
objectives. In addition, a significant percentage of the total compensation
package is contingent upon Vascular Solutions' performance and stock price
appreciation.

During 2000, Mr. Root, the Company's Chief Executive Officer, was paid
a base salary of $170,000. In addition, a bonus of $34,000 was paid during 2001
based upon the accomplishment of specific milestones in 2000. Those milestones
included: receiving FDA approval for the Duett sealing

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device, building a direct sales force and initiating sales in the United States,
completing the initial public offering, making progress on certain research and
development projects and managing expenses. Mr. Root did not receive a stock
option grant during 2000 as he was granted an option at the end of 1999 and was
granted another option in January 2001. These stock option and bonus awards
reflected the Compensation Committee's judgment as to Mr. Root's individual
performance and the overall performance of Vascular Solutions. The Committee
also believes that stock options granted to Mr. Root to date provide a
significant and appropriate tie between overall compensation and the company's
performance over the long term.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)

As a result of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), which was enacted into law in 1993, we will not be allowed
a federal income tax deduction for compensation paid to certain executive
officers to the extent that compensation exceeds $1 million per officer in any
one year. This limitation will apply to all compensation paid to the covered
executive officers which is not considered to be performance based. Compensation
which does qualify as performance-based compensation will not have to be taken
into account for purposes of this limitation. The Committee believes that
options granted under the Vascular Solutions Stock Option Plan will meet the
requirements for qualifying as performance-based.

Section 162(m) of the Code did not affect the deductibility of
compensation paid to our executive officers in 2000 and is not anticipated to
affect the deductibility of such compensation expected to be paid in the
foreseeable future. The Committee will continue to monitor this matter and may
propose additional changes to the executive compensation program if warranted.

Members of the Compensation
Committee

Gerard Langeler, Chairman
James Jacoby, Jr.
Gary Gershony, M.D.

EMPLOYMENT AGREEMENTS

We have entered into employment agreements with each of our executive
officers. The employment agreements provide for employment "at will" which may
be terminated by either party for any reason upon ten working days' prior
written notice. The base salary and any discretionary bonus for each of the
executive officers is determined by the compensation committee of our board of
directors. During the term of his or her employment agreement and for a period
of one year after its termination, each executive officer is prohibited from
competing with us in the vascular sealing device field.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table sets forth all compensation awarded to, earned by
or paid for services rendered to us in all capacities during each of the last
three fiscal years by our Chief Executive Officer and the four other most highly
compensated executive officers whose salary and bonus earned in 2000 exceeded
$100,000.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
NAME AND PRINCIPAL ------------------------------ UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS OPTIONS(1) COMPENSATION(2)
- ------------------ ---- ------ ----- ------------ ----------------

Howard Root.............. 2000 $170,000 $34,000 -- $2,559
Chief Executive Officer 1999 140,000 28,000 200,000 2,046
1998 115,000 -- -- 1,510

Michael Nagel............ 2000 150,000 30,000 -- 6,904
Vice President of Sales 1999 130,000 25,000 60,000 7,697
and Marketing 1998 100,000 -- 10,000 5,078

James Quackenbush........ 2000 125,000 25,000 -- 6,188
Vice President of 1999 88,000 20,000 40,000 3,760
Manufacturing(3)

Jerry Johnson............ 2000 120,000 20,000 10,000 4,348
Chief Financial Officer 1999 13,400 -- 25,000 318
and Secretary(3)

William Sutton........... 2000 120,000 20,000 10,000 6,428
Vice President of 1999 5,000 -- 25,000 --
Research and Development(3)

- ----------------
(1) Represents options granted pursuant to our Stock Option and Stock Award
Plan.

(2) Represents premiums we pay for health insurance benefits and matching
contributions to our 401(k) plan.

(3) Mr. Quackenbush joined us as Vice President of Manufacturing in March
1999. Mr. Johnson joined us as Chief Financial Officer and Secretary in
November 1999. Mr. Sutton joined us as Vice President of Research and
Development in December 1999.

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The following table contains information concerning the grant of stock
options under our Stock Option and Stock Award Plan during 2000 to each of the
executive officers named in the Summary Compensation Table.

STOCK OPTIONS GRANTED IN 2000

INDIVIDUAL GRANTS(1)
-----------------------------------------------
PERCENT POTENTIAL REALIZABLE
OF TOTAL VALUE AT ASSUMED
OPTIONS ANNUAL RATES OF
NUMBER OF GRANTED STOCK PRICE
SECURITIES TO EXERCISE APPRECIATION
UNDERLYING EMPLOYEES PRICE FOR OPTION TERM(3)
OPTIONS IN FISCAL PER EXPIRATION --------------------
NAME GRANTED YEAR(2) SHARE DATE 5% 10%
- ---- ---------- ---------- -------- ---------- ------- ---------

Howard Root............ -- --% $ -- -- $ -- $ --

Michael Nagel.......... -- -- -- -- -- --

James Quackenbush...... -- -- -- -- -- --

Jerry Johnson.......... 10,000 3.4 12.00 May 7, 2010 75,467 191,249

William Sutton......... 10,000 3.4 12.00 May 7, 2010 75,467 191,249

- --------------
(1) Each option represents the right to purchase one share of Vascular
Solutions common stock. The options shown in this column are granted
pursuant to our Stock Option and Stock Award Plan. The options vest in
twelve monthly installments beginning three years after the date of
grant. The term of each option is ten years.

(2) In 2000, Vascular Solutions granted employees options to purchase an
aggregate of 290,250 shares of common stock.

(3) The 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by rules of the Securities and Exchange
Commission and do not represent Vascular Solutions' estimate or
projection of Vascular Solutions' future common stock prices. These
amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the common stock and overall stock market conditions.
The amounts reflected in the table may not necessarily be achieved.

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The following table sets forth information concerning the exercise of
options during 2000 and unexercised options held as of December 31, 2000 by each
of the executive officers named in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT DECEMBER 31, 2000 AS OF DECEMBER 31, 2000(1)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------

Howard Root .............. -- $-- 64,265 151,946 $152,557 $217,683

Michael Nagel ............ -- -- 56,100 58,900 302,213 157,163

James Quackenbush ........ -- -- 14,250 25,750 58,781 57,063

Jerry Johnson ............ -- -- 6,500 28,500 8,938 25,438

William Sutton ........... -- -- 6,500 28,500 8,938 25,438

- ---------------
(1) "Value" has been determined based on the difference between the last
sale price of Vascular Solutions' common stock as reported by the
Nasdaq National Market System on December 29, 2000 ($7.375) and the per
share option exercise price, multiplied by the number of shares subject
to the in-the-money options.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS

Mr. Langeler, Mr. Jacoby and Dr. Gershony currently serve on our
Compensation Committee. None of these individuals has at any time been an
officer or employee of Vascular Solutions. Prior to the formation of our
Compensation Committee, all decisions regarding executive compensation were made
by our full Board of Directors. No interlocking relationship exists between the
Board of Directors or the Compensation Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.

We have sold shares of stock to entities affiliated with OVP Venture
Partners and to entities affiliated with Stephens Inc. Mr. Langeler, one of our
directors and a member of our Compensation Committee, is a general partner of
OVP Venture Partners and has shared voting control of the affiliated entities.
Mr. Jacoby, one of our directors and a member of our Audit and Compensation
Committees, is a Managing Director of Stephens Inc.

CERTAIN TRANSACTIONS

On July 25, 2000, we completed the initial public offering of our
common stock. Stephens Inc. earned a commission as one of the underwriters of
our initial public offering. James Jacoby Jr., one of our directors, is a
Managing Director of Stephens Inc.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of February 15, 2001 by each person,
or group of affiliated persons, who is known by us to own beneficially more than
5% of our common stock, each of our directors and nominees for director, each of
our executive officers named in the Summary Compensation Table above and all of
our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
SEC. In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock under options held
by that person that are currently exercisable or exercisable within 60 days of
February 15, 2001 are considered outstanding. These shares, however, are not
considered outstanding when computing the percentage ownership of each other
person. The number of shares subject to options that each beneficial owner has
the right to acquire within 60 days of February 15, 2001 are also listed
separately under the column entitled "Number of Shares Underlying Options
Beneficially Owned."

Except as indicated in the footnotes to this table, each shareholder
named in the table has sole voting and investment power for the shares shown as
beneficially owned by them. Percentage of ownership is based on 13,142,198
shares of common stock outstanding on February 15, 2001.

NUMBER OF
SHARES
NUMBER OF UNDERLYING
SHARES OPTIONS PERCENT OF
BENEFICIALLY BENEFICIALLY SHARES
NAME OWNED OWNED OUTSTANDING
- ---- ------------ ------------ -----------

Entities affiliated with Stephens, Inc.(1)......... 2,717,180 10,000 20.7%
James Jacoby, Jr.(1)............................ 2,717,180 10,000 20.7
Entities affiliated with OVP Venture Partners(2)... 1,800,000 -- 13.7
Gerard Langeler(2).............................. 1,810,000 10,000 13.8
TGI Fund II, LC(3)................................. 900,000 -- 6.8
Gary Gershony, M.D.(4)............................. 710,000 10,000 5.4
Howard Root........................................ 361,851 82,062 2.7
Richard Nigon(5)................................... 15,900 10,000 *
Michael Kopp....................................... 10,000 10,000 *
Michael Nagel(6)................................... 130,300 62,300 1.0
James Quackenbush.................................. 16,100 16,100 *
Jerry Johnson...................................... 8,500 8,500 *
William Sutton..................................... 8,500 8,500 *

All directors and executive officers as a group
(11 persons).................................... 5,798,351 237,482 43.3

- ---------------
*Less than 1%

-11-
15

(1) 1,821,466 of the shares are held by Stephens Vascular Preferred, LLC,
885,714 of the shares are held by Stephens Vascular Options, LLC and
all of the options are held by Stephens Investment Partners III LLC.
The address is 111 Center Street, Suite 2500, Little Rock, AR 72201.
Mr. Jacoby is a Managing Director of Stephens Inc. and a member of
Stephens Vascular Preferred, LLC and Stephens Vascular Options, LLC.
Stephens Vascular Preferred, LLC, Stephens Vascular Options, LLC and
Stephens Investment Partners III LLC are affiliates of Stephens Inc.
and have contributed their shares of our common stock to a voting trust
pursuant to which the trustee of the trust has sole voting power. The
voting trust is required to vote such shares "for" or "against"
proposals submitted to our shareholders in the same proportion as votes
cast "for" and "against" those proposals by all other shareholders,
excluding abstentions. The voting trust agreement also imposes
substantial limitations on the sale or other disposition of the shares
subject to the voting trust. The voting trust agreement expires in June
2010 or such earlier time as Stephens Inc. ceases to be a market maker
of our common stock. The name and address of the trustee of the voting
trust agreement are: James Sommers, 237 Cherokee Road, Charlotte, North
Carolina 28207. Mr. Jacoby disclaims beneficial ownership of the shares
subject to the voting trust agreement.

(2) Consists of 724,000 shares held by Olympic Venture Partners IV, L.P.;
988,190 shares held by Olympic Venture Partners III, L.P.; 48,863
shares held by OVP III Entrepreneurs Fund, L.P. and 38,947 shares held
by OVP IV Entrepreneurs Fund, L.P. The address of all of these entities
is 2420 Carillion Point, Kirkland, Washington 98033. Mr. Langeler is a
general partner of OVP Venture Partners and possesses shared voting
control of the entities noted above. Mr. Langeler disclaims beneficial
ownership of these shares other than his interest in the funds.

(3) An affiliate of Tredegar Investments. The address is 6501 Columbia
Center, Seattle, Washington 98104. Disclosure is made in reliance upon
a statement on Schedule 13G, dated as of February 9, 2001 filed with
the SEC.

(4) Dr. Gershony's address is 2495 Xenium Lane North, Minneapolis,
Minnesota 55441.

(5) Includes 500 shares held by Mr. Nigon's wife and 400 shares held in the
name of Mr. Nigon's two minor children. Mr. Nigon disclaims beneficial
ownership of the shares held in the name of his wife or children.

(6) Includes an aggregate of 18,000 shares registered in the name of Mr.
Nagel's three minor children's irrevocable trusts. Mr. Nagel disclaims
beneficial ownership of the shares held in the name of his children.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Vascular
Solutions' executive officers and directors and persons who beneficially own
more than 10% of Vascular Solutions' common stock to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission. Such executive officers, directors and greater than 10% beneficial
owners are required by the regulations of the Commission to furnish Vascular
Solutions with copies of all Section 16(a) reports they file.

Based solely on a review of the copies of such reports furnished to
Vascular Solutions and written representations from the executive officers and
directors, Vascular Solutions believes that all Section 16(a) filing
requirements applicable to its executive officers and directors and greater than
10% beneficial owners have been timely met.

-12-

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following graph shows a comparison of cumulative total returns for
our common stock, the Nasdaq Stock Market Index (U.S.) and the Nasdaq Medical
Industry Index (Medical Devices, Instruments and Supplies), assuming the
investment of $100 in our common stock and each index on July 20, 2000 (the date
our common stock began trading) and the reinvestment of dividends, if any.

[GRAPH]

July 20, 2000 December 29, 2000
------------- -----------------

Vascular Solutions 100 61.46
Nasdaq 100 58.57
Nasdaq Medical 100 84.28

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17

PROPOSAL 2:
APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN

We are seeking shareholder approval of our employee stock purchase
plan. Our employee stock purchase plan was adopted by our Board of Directors in
May 2000 subject to shareholder approval. If our shareholders do not approve the
employee stock purchase plan, it will be terminated and all contributions
returned to the participants without the purchase of any shares. A total of
500,000 shares of common stock have been reserved for issuance under our
employee stock purchase plan, none of which have been issued as of the date of
this proxy statement. The number of shares authorized and reserved for issuance
under our employee stock purchase plan will be subject to an automatic annual
increase on the first day of each of our fiscal years beginning in 2002, equal
to the lesser of:

o 200,000 shares;

o 2% of our outstanding common stock on the last day of the
immediately preceding fiscal year; or

o a lesser number of shares as our Board of Directors may
determine.

The application of these provisions will result in a total pool of a
maximum of 2,300,000 shares authorized and reserved. Unless terminated earlier
by our Board of Directors, our employee stock purchase plan will terminate in
May 2010.

The employee stock purchase plan, which is intended to qualify under
Section 423 of the Internal Revenue Code, will be implemented by a series of
overlapping offering periods of approximately 24 months' duration, with new
offering periods commencing on May 1 and November 1 of each year. Each offering
period will generally consist of four consecutive purchase periods of six
months' duration, at the end of which an automatic purchase will be made for
participants. Our employee stock purchase plan will be administered by our Board
of Directors or by a committee appointed by the board. Our employees (including
officers and employee directors), and employees of any majority-owned subsidiary
designated by our board, are eligible to participate in the employee stock
purchase plan if they are employed by us or any such subsidiary for at least 20
hours per week. Currently, approximately 150 of our employees are eligible to
participate in the employee stock purchase plan. Our employee stock purchase
plan permits eligible employees to purchase common stock through payroll
deductions, which in any event may not exceed 10% of an employee's eligible
compensation per offering period. The purchase price is equal to 85% of the
lower of the fair market value of the common stock at the beginning of each
offering period or at the end of each purchase period. Employees may end their
participation in the employee stock purchase plan at any time during an offering
period, and participation ends automatically on termination of employment.

An employee cannot be granted an option under the employee stock
purchase plan if immediately after the grant the employee would own stock and/or
hold outstanding options to purchase stock equaling 5% or more of the total
voting power or value of all classes of our stock or stock of our

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18

subsidiaries, or if the option would permit an employee's rights to purchase
stock under our employee stock purchase plan at a rate that exceeds $25,000 of
fair market value of such stock for each calendar year in which the option is
outstanding.

In addition, no employee may purchase more than 2,000 shares of common
stock under our employee stock purchase plan in any one purchase period. If the
fair market value of the common stock on a purchase date of an offering period
(other than the final purchase date) is less than the fair market value at the
beginning of the offering period, each participant in that offering period shall
automatically be withdrawn from the offering period after purchasing shares on
the purchase date and be re-enrolled in a new 24 month offering period beginning
on the first business day following the purchase date.

If we merge or consolidate with or into another corporation or sell all
or substantially all of our assets to another corporation, each right to
purchase stock under our employee stock purchase plan will be assumed or an
equivalent right substituted by the successor corporation. However, our Board of
Directors will shorten any ongoing offering period so that employees' rights to
purchase stock under the employee stock purchase plan are exercised prior to the
transaction in the event that the successor corporation refuses to assume each
purchase right or to substitute an equivalent right. Our Board of Directors has
the power to amend or terminate the employee stock purchase plan and to change
or terminate offering periods as long as such action does not adversely affect
any outstanding rights to purchase stock thereunder. However, our Board of
Directors may amend or terminate the employee stock purchase plan or an offering
period even if it would adversely affect outstanding options in order to avoid
incurring adverse accounting charges.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO APPROVE THE EMPLOYEE STOCK PURCHASE PLAN.

The affirmative vote of a majority of the shares of Vascular Solutions
common stock present and entitled to vote at the 2001 annual meeting of
shareholders is necessary to approve the employee stock purchase plan. Proxies
will be voted in favor of approval of the employee stock purchase plan unless
otherwise specified.

-15-

PROPOSAL 3:
RATIFICATION OF APPOINTMENT OF AUDITOR

Our Board of Directors has appointed Ernst & Young LLP as Vascular
Solutions' independent auditor for 2001. A proposal to ratify that appointment
will be presented at the annual meeting of shareholders. Ernst & Young has
served as our independent auditor since our inception. Representatives of Ernst
& Young are expected to be present at the annual meeting of shareholders and
will have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS VASCULAR SOLUTIONS'
INDEPENDENT AUDITOR.

The affirmative vote of a majority of the shares of Vascular Solutions
common stock present and entitled to vote at the 2001 annual meeting of
shareholders is necessary to ratify the appointment of Ernst & Young LLP.
Proxies will be voted in favor of ratifying the appointment unless otherwise
specified. If the appointment is not ratified by the shareholders, the Board of
Directors is not obligated to appoint another auditor, but the Board of
Directors will give consideration to an unfavorable vote.

ADDITONAL INFORMATION ABOUT OUR INDEPENDENT AUDITOR

AUDIT FEES

Audit fees billed or expected to be billed to Vascular Solutions by
Ernst & Young LLP for the audit of our financial statements for the fiscal year
ended December 31, 2000 and for reviews of our financial statements included in
our quarterly reports on Form 10-Q for the last fiscal year totaled $28,500.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No fees were billed or are expected to be billed to Vascular Solutions
by Ernst & Young LLP for services provided during the last fiscal year for the
design and implementation of financial information systems.

ALL OTHER FEES

Fees billed or expected to be billed to Vascular Solutions by Ernst &
Young LLP for all other non-audit services, including our initial public
offering and tax-related services, provided during the last fiscal year totaled
$79,800.

OTHER MATTERS

As of this date, the Board of Directors does not know of any business
to be brought before the annual meeting of shareholders other than as specified
above. However, if any matters properly come

-16-
20

before the meeting, it is the intention of the person named in the enclosed
proxy to vote such proxy in accordance with their judgment on such matters.

PROPOSALS FOR THE NEXT ANNUAL MEETING

Any shareholder proposals to be considered for inclusion in Vascular
Solutions' proxy material for the 2002 annual meeting of shareholders must be
received at Vascular Solutions' principal executive office at 2495 Xenium Lane
North, Minneapolis, Minnesota 55441, no later than November 15, 2001. In
connection with any matter to be proposed by a shareholder at the 2002 annual
meeting, but not proposed for inclusion in Vascular Solutions' proxy material,
the proxy holders designated by Vascular Solutions for that meeting may exercise
their discretionary voting authority with respect to that shareholder proposal
if appropriate notice of that proposal is not received by Vascular Solutions at
its principal executive office by January 31, 2002.

By order of the Board of Directors

/s/ Jerry Johson
-----------------------------------------
Jerry Johnson
Secretary

Dated: March 12, 2001

-17-
21

EXHIBIT A

VASCULAR SOLUTIONS, INC.
AUDIT COMMITTEE CHARTER

ORGANIZATION

The Audit Committee of the Board of Directors shall be comprised of at
least three directors who are independent of management and the Company. Members
of the Audit Committee shall be considered independent if they have no
relationship to the Company that may interfere with the exercise of their
independence from management and the Company. All Audit Committee members will
be financially literate, and at least one member will have accounting or related
financial management expertise.

STATEMENT OF POLICY

The Audit Committee shall provide assistance to the directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the company, and the quality and integrity of financial reports of the company.
In so doing, it is the responsibility of the Audit Committee to maintain free
and open communication between the directors, the independent auditors, the
internal auditors, and the financial management of the company.

RESPONSIBILITIES

In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the company are in accordance
with all requirements.

In carrying out these responsibilities, the Audit Committee will:

o Obtain the full Board of Directors' approval of this Charter
and review and reassess this Charter as conditions dictate.

o Review and recommend to the directors the independent auditors
to be selected to audit the financial statements of the
company and its divisions and subsidiaries.

o Have a clear understanding with the independent auditors that
they are ultimately accountable to the Board of Directors and
the Audit Committee, as the shareholders' representatives, who
have the ultimate authority in deciding to engage, evaluate,
and if appropriate, terminate their services.

o Review and concur with management's appointment, termination,
or replacement of the director of internal audit.

o Meet with the independent auditors and financial management of
the Company to review the scope of the proposed audit and
timely quarterly reviews for the current year and the
procedures to be utilized, the adequacy of the independent
auditor's compensation, and at the conclusion thereof review
such audit or review, including any comments or
recommendations of the independent auditors.

o Review with the independent auditors, the company's internal
auditor, and financial and accounting personnel, the adequacy
and effectiveness of the accounting and financial controls of
the company, and elicit any recommendations for the
improvement of such internal controls or particular areas
where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy
of internal controls to expose any payments, transactions, or
procedures that might be deemed illegal or otherwise improper.

o Review reports received from regulators and other legal and
regulatory matters that may have a material effect on the
financial statements or related company compliance policies.

o Review the internal audit function of the company including
the independence and authority of its reporting obligations,
the proposed audit plans for the coming year, and the
coordination of such plans with the independent auditors.

o Inquire of management, the internal auditor, and the
independent auditors about significant risks or exposures and
assess the steps management has taken to minimize such risks
to the Company.

o Receive prior to each meeting, a summary of findings from
completed internal audits and a progress report on the
proposed internal audit plan, with explanations for any
deviations from the original plan.

o Review the quarterly financial statements with financial
management and the independent auditors prior to the filing of
the Form 10-Q (or prior to the press release of results, if
possible) to determine that the independent auditors do not
take exception to the disclosure and content of the financial
statements, and discuss any other matters required to be
communicated to the committee by the auditors. The chair of
the committee may represent the entire committee for purposes
of this review.

o Review the financial statements contained in the annual report
to shareholders with management and the independent auditors
to determine that the independent auditors are satisfied with
the disclosure and content of the financial statements to be
presented to the shareholders. Review with financial
management and the independent auditors the results of their
timely analysis of significant financial reporting issues and
practices,

A-2

including changes in, or adoptions of, accounting principles
and disclosure practices, and discuss any other matters
required to be communicated to the committee by the auditors.
Also review with financial management and the independent
auditors their judgments about the quality, not just
acceptability, of accounting principles and the clarity of the
financial disclosure practices used or proposed to be used,
and particularly, the degree of aggressiveness or conservatism
of the organization's accounting principles and underlying
estimates, and other significant decisions made in preparing
the financial statements.

o Provide sufficient opportunity for the internal and
independent auditors to meet with the members of the Audit
Committee without members of management present. Among the
items to be discussed in these meetings are the independent
auditors' evaluation of the company's financial, accounting,
and auditing personnel, and the cooperation that the
independent auditors received during the course of audit.

o Report the results of the annual audit to the Board of
Directors. If requested by the board, invite the independent
auditors to attend the full Board of Directors meeting to
assist in reporting the results of the annual audit or to
answer other directors' questions (alternatively, the other
directors, particularly the other independent directors, may
be invited to attend the Audit Committee meeting during which
the results of the annual audit are reviewed).

o Review the nature and scope of other professional services
provided to the company by the independent auditors and
consider the relationship to the auditors' independence.

o On an annual basis, obtain from the independent auditors a
written communication delineating all their relationships and
professional services as required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit
Committees. In addition, review with the independent auditors
the nature and scope of any disclosed relationships or
professional services and take, or recommend that the Board of
Directors take, appropriate action to ensure the continuing
independence of the auditors.

o Review the report of the Audit Committee in the annual report
to shareholders and the Annual Report on Form 10-K disclosing
whether or not the committee had reviewed and discussed with
management and the independent auditors, as well as discussed
within the committee (without management or the independent
auditors present), the financial statements and the quality of
accounting principles and significant judgments affecting the
financial statements. In addition, disclose the committee's
conclusion on the fairness of presentation of the financial
statements in conformity with GAAP based on those discussions.

o Submit the minutes of all meetings of the Audit Committee to,
or discuss the matters discussed at each committee meeting
with, the Board of Directors.

A-3
24

o Investigate any matter brought to its attention within the
scope of its duties, with the power to retain outside counsel
for this purpose if, in its judgment, that is appropriate.

o Review the Company's disclosure in the proxy statement for its
annual meeting of shareholders that describes that the
Committee has satisfied its responsibilities under this
Charter for the prior year. In addition, include a copy of
this Charter in the annual report to shareholders or the proxy
statement at least triennially or the year after any
significant amendment to the Charter.

A-4
25
Vascular Solutions, Inc.
ANNUAL MEETING OF SHAREHOLDERS
Thursday, April 19, 2001
3:30 PM
Minneapolis Club
729 Second Avenue South
Minneapolis, MN 55402

VASCULAR SOLUTIONS, INC.
2495 XENIUM LANE NORTH
MINNEAPOLIS, MN 55441 PROXY
- ------------------------------------------------------------------------------

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL
MEETING ON APRIL 19, 2001.

The shares of stock you hold will be voted as you specify below.

IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1, 2 AND 3

By signing the proxy, you revoke all prior proxies and appoint Howard Root, and
Jerry Johnson, and each of them, with full power of substitution, to vote all
your shares on the matters shown on the reverse side and any other matters
which may come before the Annual Meeting and all adjournments.

See reverse for voting instructions.
26

*Please detach here*

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

1. Election of directors:

01 Gary Gershony, M.D 03 Michael Kopp 05 Richard Nigon
02 James Jacoby, Jr. 04 Gerard Langeler 06 Howard Root

[ ] Vote FOR [ ] Vote WITHHELD
all nominees form all nominees
(except as marked)

(INSTRUCTIONS TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED
NOMINEE, WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX
PROVIDED TO THE RIGHT.) [_________________]

2. Approve the Employee Stock Purchase Plan.

[ ] For [ ] Against [ ] Abstain

3. Ratify the selection of Ernst & Young LLP as independent auditor of the
company for the year ending December 31, 2001.

[ ] For [ ] Against [ ] Abstain

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

Address Change? Mark Box [ ]
Indicated changes below: Date____________________

[_____________________________]

Signature(s) In Box
Please sign exactly as your name(s)
appear on Proxy. If held in joint
tenancy, all persons must sign. Trustee,
administrators, etc., should include
title and authority. Corporations should
provide full name of corporation and title
of authorized officer signing the proxy.