MGC DIAGNOSTICS Corp DEF 14A 2009
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
350 Oak Grove Parkway
Saint Paul, Minnesota 55127-8599
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Wednesday, June 3, 2009
Notice is hereby given that the 2009 Annual Meeting of Shareholders of Angeion Corporation (the Company) will be held at Angeions offices located at 350 Oak Grove Parkway, Saint Paul, Minnesota 55127, on Wednesday, June 3, 2009 at 2:30 p.m. local time, for the following purposes:
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting.
The Board of Directors has fixed the close of business on April 14, 2009 as the record date for determination of shareholders entitled to notice of, and to vote at, the Annual Meeting.
Since a majority of the outstanding shares of the Companys common stock must be represented either in person or by proxy to constitute a quorum for the conduct of business, please sign, date and return the enclosed proxy card promptly.
Saint Paul, Minnesota
April 14, 2009
PLEASE REMEMBER TO SIGN AND RETURN YOUR PROXY.
350 Oak Grove Parkway
Saint Paul, Minnesota 55127-8599
The Board of Directors of Angeion Corporation, a Minnesota corporation (the Company), is soliciting your proxy for use at the 2009 Annual Meeting of Shareholders to be held on Wednesday, June 3, 2009, and at any adjournment or postponement thereof. This Proxy Statement and the enclosed form of proxy will be mailed to shareholders commencing on or about April 21, 2009.
Each share of the Companys common stock is entitled to one vote. You may vote your shares in person by attending the Annual Meeting or you may vote by proxy. If you vote by proxy, you must sign, date and return the enclosed proxy card in the envelope provided, or follow the instructions on the proxy card to vote by telephone or the Internet.
The Company encourages you to take advantage of telephone or Internet voting because of their ease and efficiency.
If you sign and return the proxy card on time, the individuals named on the proxy card will vote your shares as you have directed. If you do not specify on your proxy card how you want your shares voted, the individuals named on the enclosed proxy card will vote your shares as follows:
Quorum and Vote Requirements
The total number of shares outstanding and entitled to vote at the meeting as of April 14, 2009 consisted of 4,120,411 shares of common stock, $.10 par value. Each share of common stock is entitled to one vote. Only shareholders of record at the close of business on April 14, 2009 will be entitled to notice of, and to vote at, the Annual Meeting. A quorum, consisting of a majority of the shares of common stock entitled to vote at the Annual Meeting, must be present in person or by proxy before action may be taken at the Annual Meeting. If an executed proxy is returned and the shareholder has abstained from voting on any matter, the shares represented by that proxy will be considered present at the meeting for purposes of determining a quorum and for purposes of calculating the vote, but will not be considered to have been voted in favor or against such matter. If an executed proxy is returned by a broker holding shares in street name indicating that the broker does not have discretionary authority as to certain shares to vote on one or more matters, these shares will be considered present at the meeting for purposes of determining a quorum, but will not be considered to be represented at the meeting for purposes of calculating the vote with respect to these matters.
A director nominee will be elected if approved by the affirmative vote of the holders of a plurality of the voting power of the shares present, in person or by proxy, and entitled to vote on that item of business. Other business as may properly come before the Annual Meeting will be approved by the affirmative vote of the holders of a greater of (a) a majority of shares of common stock present at the Annual Meeting, either in person or by proxy, and entitled to vote on that proposal or (b) the majority of the minimum number of shares of common stock which would constitute a quorum for transacting business at the Annual Meeting of Shareholders.
Revoking a Proxy
If you give a proxy and later wish to revoke it before it is voted, you may do so by:
A proxy not properly revoked will be voted as indicated on the proxy.
We have engaged The Proxy Advisory Group, LLC to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements that are not expected to exceed $15,000 in the aggregate.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of April 1, 2009 regarding beneficial ownership of the common stock of the Company by (i) the only shareholders known by the Company to own more than five percent of the common stock of the Company, (ii) each director of the Company, (iii) each Named Executive Officer listed in the Summary Compensation Table and each current executive officer of the Company and (iv) all executive officers and directors of the Company as a group. Shares covered by stock options are included in the table below only to the extent that these options are exercisable within 60 days of April 1, 2009. Unless otherwise indicated, all persons listed below may be reached at the Companys office.
*Indicates ownership of less than one percent.
To the Companys knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended October 31, 2008, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.
Election of Directors
The Companys Bylaws, as amended and restated, provide that the Board of Directors will consist of the number of members last elected by a majority vote of the shareholders or by the Board of Directors, which number shall not be less than three nor more than seven directors. The Board of Directors has currently set the number of directors at six. Six directors will be elected at the 2009 Annual Meeting. Each director will serve until the regular meeting of the shareholders or until a successor has been duly elected and qualified, unless the director retires, resigns, dies, or is removed. Vacancies on the Board of Directors and newly created directorships can be filled by vote of a majority of the directors then in office.
It is intended that proxies will be voted for the named nominees. Unless otherwise indicated, each nominee has been engaged in his present occupation as set forth below, or has been an officer with the organization indicated, for more than five years. The names and biographical information concerning the nominees are set forth below, based upon information furnished to the Company by the nominees. The nominees listed below have consented to serve if elected. If the nominee is unable to serve for any reason, the persons named on the enclosed proxy card may vote for a substitute nominee proposed by the Board, or the Board may reduce the number of directors to be elected.
Nominees for Election to the Board of Directors
The following table sets forth certain information regarding the Companys directors as of April 1, 2009.
Other Information about Directors
John R. Baudhuin is the founder, President and Chief Executive Officer of California-based Mad Dogg Athletics Inc., (MDA) an international health and fitness company. The company manufactures, distributes and develops fitness products and related educational programs through its offices in the United States, Italy, Switzerland and the Netherlands. With over 150,000 certified instructors and 35,000 licensed facilities, the companys SPINNING® brand has a presence in 80 countries worldwide. Prior to founding MDA in 1994, Mr. Baudhuin worked as a Certified Public Accountant for Los Angeles-based Duitch, Franklin & Company, where he provided a variety of consulting and strategic planning services. An active member of the Young Presidents Organization, Baudhuin received his Bachelor of Arts degree in Economics from the University of California, Santa Barbara and his MBA from Loyola Marymount University.
K. James Ehlen, M.D. has served as Chief Executive Officer of Respirtech, Inc., a manufacturer of high-frequency chest compression (HFCC) medical equipment since 2008. Prior to joining Respirtech, Dr. Ehlen was Chief Executive Officer of Minnesota-based EPIEN Medical, a privately held medical device company whose primary mission is to develop innovative topical products that enhance the repair of damaged epithelial tissue. Dr. Ehlen has also served as Chair of Halleland Health Consulting Group, a Minneapolis-based health consulting firm focusing on health and wellness, improving governance in health-care organizations, and assisting early stage organizations to move forward successfully. From February 2001 to February 2003, Dr. Ehlen served as Chief, Clinical Leadership for Humana Inc., a national managed care organization. He was Executive Leader of the Health Care Practice for Halleland Health Consulting Group from May 2000 to February 2001 and was a self-employed health care consultant from June 1999 to May 2000. Beginning in 1988, Dr. Ehlen served in a series of executive roles beginning with CEO of Medica Health Plans through March of 1994. He then became founder and co-CEO of Allina Health System in 1994 and served through June 1999. He is currently serving on the board of several organizations including Transoma Medical and Health Fitness Corporation. He is a long-standing member of the American College of Physician Executives.
John C. Penn is Chairman and Chief Executive Officer of Intek Plastics, Inc., a privately owned plastic extruder located in Hastings, Minnesota. He has served as Chairman since 1988 and as CEO intermittently since 2003. Mr. Penn also served as Vice Chairman and Chief Executive Officer of the Satellite Companies from 1998 to March 2003. From 1990 to 1997, Mr. Penn was the President and Chief Executive Officer of Centers for Diagnostic Imaging. Previously, he served in a senior management capacity in various manufacturing companies. Mr. Penn serves and has served on the Board of Directors of several private and public corporations. Mr. Penn currently serves on the Board of Directors of Health Fitness Corporation, a public corporation. He also served as a director of Medical Graphics from December 1996 to December 1999.
Paula R Skjefte has served as President and Chief Executive Officer of Waterford Consulting, Inc., a strategic consulting firm for growing medical device companies since 2003. Prior to founding Waterford Consulting, Ms. Skjefte served in a variety of executive positions at Medtronic, Inc. for 16 years, serving most recently as the Vice President of Consumer Business for Medtronic Physio-Control, and Vice President of Strategic and Product Planning, and Chair of the Product Planning Council for the Cardiac Rhythm Management Division. Her prior roles at Medtronic include leadership of worldwide marketing, market development, business development; and participation in the Medtronic Foundation Board, Japan and European Operating Boards. She is a frequent speaker on the topics of new product innovation and commercialization. Ms. Skjefte holds a Masters in Business Administration from the University of Minnesota, and a Bachelors of Science in Nursing from the University of Wisconsin-Eau Claire.
Philip I. Smith was named President and CEO of DGIMed Ortho, an early-stage medical device company in December of 2008. Prior to that, Mr. Smith served as Executive Vice President Corporate Development for Vital Images, Inc. from September 2005 until August 2008. He served as Vital Images, Inc. Vice President-Marketing and Corporate Development from January 2004 until September 2005 and its Vice President-Corporate Development from February 2003 until January 2004. From April 2002 to November 2002, Mr. Smith served as President and Chief Executive Officer of Thermonix, a medical technology company. From April 2000 until April 2002, Mr. Smith was Vice President, Marketing and Corporate Development of Image-Guided Neurologics, Inc., a medical technology company. From August 1997 to February 2000, Mr. Smith was an investment banker with the medical technology group at US Bancorp Piper Jaffray. Before August 1997, Mr. Smith held senior sales positions at GE Medical Systems. Mr. Smith holds a bachelor of science in electrical engineering from the University of Florida, and a master of business administration from the Wharton School of the University of Pennsylvania.
Rodney A. Young has over 25 years in the medical device, manufacturing and pharmaceutical fields. Prior to joining Angeion Corporation as Executive Vice President in July 2004, Mr. Young had served as a consultant. Prior to consulting, Mr. Young was a director, Chief Executive Officer and President of LecTec Corporation from August 1996 until July 2003 and Chair of LecTec from November 1996 until July 2003. Prior to his employment at LecTec, Mr. Young served at Baxter International, Inc. in various management roles, most recently as Vice President and General Manager of the Specialized Distribution Division. Mr. Young previously held a variety of sales and marketing positions at 3M Company and Upjohn. Mr. Young also serves as a director of Delta Dental of Minnesota, Allina Health Systems and Health Fitness Corporation. Mr. Young was appointed as a director, President and Chief Executive Officer of the Company effective November 1, 2004.
Approval of Amendment to the Angeion Corporation 2007 Stock Incentive Plan
At this 2009 Annual Meeting, shareholders are asked to approve an amendment to the Companys 2007 Stock Incentive Plan (the 2007 Plan) to increase the number of shares issuable under the 2007 Plan by 100,000 from 550,000 shares to 650,000 shares. A copy of the 2007 Plan as amended has been filed with the SEC as an appendix to this Proxy Statement.
An amendment to the 2007 Plan was approved on May 20, 2008 that increased the number of shares issuable under the 2007 Plan from 250,000 to 550,000. As of April 1, 2009, of the 550,000 shares authorized under the 2007 Plan, no options have been exercised, 358,753 shares are subject to outstanding options, 74,667 are subject to outstanding restricted stock awards, and 116,580 shares are available for future grant. The 2007 Plan provides stock incentive awards in the form of options (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other awards in stock and cash. In addition, the Company has 347,200 shares subject to outstanding options under the 2002 Stock Option Plan (2002 Plan). No additional options or restricted stock grants may be granted under the 2002 Plan.
Review of the 2007 Plan
The purpose of the 2007 Plan is to attract and retain talented and experienced people, closely link employee compensation with performance realized by shareholders, and reward long-term results with long-term compensation. The 2007 Plan will permit the Company, under supervision of the Board, to grant stock incentive awards to current and new employees holding key management and technical positions, directors on the Companys Board, and key external service providers of the Company and its subsidiaries.
The 2007 Plan:
Key Terms of the 2007 Plan
The following is a brief summary of the key terms of the 2007 Plan:
Who is Eligible for Stock Incentive Awards
Employees who hold key management and technical positions with the Company or any subsidiary, non-employee members of the Board of Directors and key service providers to the Company and its subsidiaries are eligible to receive awards under the 2007 Plan. The Board or the Compensation Committee will determine which employees and other eligible persons will be awarded stock incentives under the 2007 Plan. Currently, the Company has five non-employee Board members and approximately 25 key management and technical employees.
The Board intends to utilize a mix of stock options, stock appreciation rights, restricted stock and performance stock.
Types of Stock Incentives to be Awarded
Subject to the limits under the 2007 Plan, the Board has the discretionary authority to determine the size of the award, the type of award, and if it will be tied to meeting performance-based requirements or will vest over time. For executive officers, the performance-based requirements for vesting in an award may be designed to comply with Section 162(m) of the Internal Revenue Code to permit the Company to deduct the value of the award for income tax purposes. The Committee will have the authority to determine the levels of annual grants of restricted stock and non-qualified stock options to be awarded each year to non-employee directors upon their election at the annual meeting of shareholders. Under the 2007 Plan, the total number of restricted stock grants and non-qualified options granted each year at the annual shareholders meeting may not exceed 20,000 shares per non-employee director. In addition to the annual grant, the Committee has the ability to grant awards at times other than the annual meeting.
The types of awards that may be made under the 2007 Plan are as follows:
Adjustments to Stock Incentives for Corporate Transactions
In the event of a stock dividend, recapitalization, stock split, reorganization, merger, spin-off, repurchase or exchange of the Companys common stock or similar event effecting the Companys stock, the Board may in its discretion adjust the number and kind of shares granted under the 2007 Plan, including the number and exercise price of shares subject to outstanding options or stock appreciation rights, and to adjust restricted stock, restricted stock units, performance stock and performance share units and other awards.
Exercise Price for Stock Options
The exercise price of stock options granted under the 2007 Plan may not be less than the fair market value of the Companys common stock on the date of grant. No option may have a term longer than ten years. No option may be repurchased or exchanged for a lower priced option.
Effect on Termination of Employment on Stock Incentives
Subject to certain exceptions requiring earlier termination, under the terms of the 2007 Plan, except as otherwise set forth in the stock option agreement, stock options will expire and cannot be exercised 90 days after the termination of a participants employment, except upon death, disability or retirement in which case they can be exercised up to 180 days after termination of employment. Prior to that time, only options that have become exercisable under their terms, based on either service based or performance based vesting, may be exercised. The Board may at any time after an award vest part or all of the unvested options as it deems appropriate.
Restricted stock and restricted stock units will be forfeited if not vested when the participant terminates employment, including upon death, disability or retirement. The Board may also accelerate vesting at any time after the restricted stock incentive is awarded.
For options and restricted stock, restricted stock units, performance stock and performance units, the Board may elect not to accelerate options that would otherwise vest only upon achievement of performance criteria if those targets have not been achieved, or the performance period has not expired.
Effect of a Change in Control on Stock Incentives
Stock options become fully exercisable and restricted stock and restricted stock units automatically become fully vested upon the occurrence of a change in control as defined in the 2007 Plan, except that awards based on performance criteria where the performance period has not yet closed at the time of a change in control will not automatically accelerate. The Board may require options or stock appreciation rights be exercised prior to the change in control, may pay cash or other securities to cancel awards in connection with the change in control, or may provide for the successor to substitute its stock for outstanding awards.
Transferability of Stock Incentives
Stock options, restricted stock, restricted stock units, performance stock, and performance units, as well as other awards under the 2007 Plan that are vested at the time of the death of the participant, are transferable only by the participants last will and testament or applicable state laws on decent and distribution. Restricted stock, restricted stock units, performance stock and performance units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until the applicable restrictions lapse or the performance targets have been achieved.
The Board, or the Compensation Committee if one is in operation, will administer the 2007 Plan. The Board will select employees who receive awards, determine the number of shares covered by each award, and establish the other terms and conditions consistent with the limitations contained in the 2007 Plan. The Board may also interpret the 2007 Plan, may establish and amend terms of existing stock incentive awards, except that if the participant is adversely affected by the amendment, the participant must also consent.
To the extent required by law or desired for tax purposes, awards to executive officers will be made only by persons who qualify as outside directors under securities and tax laws. The Board may delegate to an executive officer all or part of its responsibilities to make awards, other than the authority to make awards to other executive officers.
Amendments to the 2007 Plan
The Board may amend or suspend the 2007 Plan at any time, but without the approval of the shareowners, no amendment may:
Tax Consequences of Stock Incentives to Participants and the Company
Options. Stock options granted under the 2007 Plan may either be granted as incentive stock options, which are governed by Internal Revenue Code Section 422, or as non-qualified stock options, which are governed by Internal Revenue Code Section 83. Generally, no federal income tax is payable by the participant upon the grant of an incentive stock option and no deduction is taken by the Company. If certain holding periods are met, the exercise of an incentive stock option does not result in taxation to the participant; rather, the participant is taxed only at the time of sale. If the shares have been held for at least one year after the date of exercise and at least two years from the date of grant of the option, the participant will be taxed on any appreciation in excess of the exercise price as long-term capital gains. In that event, the Company is not entitled to a deduction for the amount of the capital gains.
Under current tax laws, if a participant exercises a non-qualified stock option, the participant will be taxed on the difference between the fair market value of the stock on the exercise date and the exercise price and, thereafter, the participant would receive capital gains on any appreciation in stock value after the exercise date, depending upon the length of time the participant held the stock after exercise. When the option is exercised, the Company will be entitled to corresponding tax deduction.
Restricted and Performance Stock and Units. Awards of restricted stock and restricted stock units, performance stock and performance units under the 2007 Plan generally are not subject to federal income tax when awarded, unless the participant properly elects to accelerate the tax recognition. Restricted stock is generally subject to ordinary income tax at the time the restrictions lapse and performance stock is taxed at the time the performance targets are met. Restricted stock units and performance units are generally subject to ordinary tax at the time of payment, even if vested earlier. The Company is entitled to a corresponding deduction at the time the participant recognizes taxable income on the restricted or performance stock or units.
The Company intends to file a Form S-8 Registration Statement with the SEC covering the additional 100,000 shares after shareholder approval of this amendment.
The Board of Directors is committed to sound and effective corporate governance practices. We continue to review our governance policies and practices, the provisions of the Sarbanes-Oxley Act of 2002, the recently adopted and proposed rules of the Securities and Exchange Commission (SEC) and the listing standards of The Nasdaq Stock Market (Nasdaq), and are taking steps to ensure compliance with the rules and regulations applicable to the Company.
Code of Ethics and Business Conduct
The Board of Directors has adopted a Code of Ethics and Business Conduct applicable to all of the Companys officers, directors, employees and consultants that establishes guidelines for professional and ethical conduct in the workplace. The Code also contains a special set of guidelines applicable to the Companys senior financial officers, including the chief executive officer, chief financial officer, principal accounting officer, and others involved in the preparation of the Companys financial reports, that are intended to promote the ethical handling of conflicts of interest, full and fair disclosure in periodic reports filed by the Company and compliance with laws, rules and regulations concerning such periodic reporting.
We currently make our governance policies and procedures, as well as our current committee charters, available to the public on our website: www.angeion.com.
The Board, Board Committees and Meetings
Meeting Attendance. The Board of Directors meets regularly during the year to review matters affecting the Company and to act on matters requiring Board approval. Each of our directors is expected to make a reasonable effort to attend all meetings of the Board, applicable committee meetings and our annual meeting of shareholders. During the fiscal year ended October 31, 2008, the Board of Directors held five meetings. Each of the directors attended at least 75% of the meetings of the Board and committees on which he or she served. At its regularly scheduled meetings, the Companys directors meet in executive session without the Chief Executive Officer present.
Committees of the Board of Directors. The Board of Directors has established an Audit Committee, Compensation Committee, a Governance/Nominating Committee, and a Strategy Committee. The composition and function of each Committee is set forth below:
* Committee Chair
Audit Committee. The Audit Committee operates under a written charter adopted effective June 1, 2000, as amended on June 2, 2003. The Audit Committee reviews the Companys internal control structure and financial reporting activities, reviews the scope of the annual audit, reviews non-audit services performed by auditors to determine and maintain auditor independence, selects the Companys independent registered public accounting firm, reviews the Companys audited consolidated financial statements prior to release to the public and conducts discussions with the Companys independent registered public accounting firm each quarter in connection with their quarterly review. Virchow Krause and Company LLP, the Companys independent registered public accounting firm, reports directly to the Audit Committee. Each of the members of the Audit Committee is independent as defined by the rules of the Nasdaq Stock Market and the SEC. The Companys Board of Directors has reviewed the education, experience and other qualifications of each of the members of its Audit Committee. After review, the Board of Directors has determined that John C. Penn qualifies as an audit committee financial expert to meet the SEC definition of an audit committee financial expert. The Audit Committee held six meetings during fiscal 2008. The Charter of the Audit Committee is posted on the Companys website at www.angeion.com.
Compensation Committee. The Compensation Committee operates under a written charter and, among other duties, the Compensation Committee reviews compensation of the Companys officers for fairness and competitiveness, determines the necessity for, and content of, any officer employment contracts, advises and recommends incentives in the form of overall corporate bonus plans and determines bonuses and grants of stock options for the Companys officers, and reviews the performance of the Companys Chief Executive Officer. The Compensation Committee also has the authority to make awards under, and adopt and alter administrative rules and practices governing, the Companys qualified or unqualified benefits plans, including the Companys 2002 Stock Option Plan and 2007 Stock Incentive Plan. The charter of the Compensation Committee requires that this Committee consist of no fewer than two board members who satisfy the requirements of the Nasdaq Stock Market, the non-employee director requirements of Section 16b-3 of the Securities Exchange Act of 1934, and the outside director requirements of Section 162(m) of the Internal Revenue Code. Each member of the Companys Compensation Committee meets these requirements. The Compensation Committee held six meetings during fiscal 2008. The Charter of the Compensation Committee is posted on the Companys website at www.angeion.com.
Governance/Nominating Committee. The Governance/Nominating Committee is responsible for reviewing the size and composition of the Board, identifying individuals qualified to become Board members, recommending to the Board of directors nominees to be elected at the annual meeting of shareholders, reviewing the size and composition of Board committees, facilitating Board self-assessment and reviewing and advising regarding strategic direction and strategic management. The Committee operates under a charter approved by the Board and each of its members is independent under Nasdaq listing standards. The Governance/Nominating Committee held no meetings during fiscal 2008. The Charter of the Governance/Nominating Committee and the Angeion Corporation Governance Guidelines are posted on the Companys website at www.angeion.com.
Strategy Committee. The Strategy Committee was formed on July 3, 2007 to assist the Board in overseeing the strategic management of the Company, to focus the attention of the Board on long-range objectives for the Company and to review and assess strategies to implement these long-range objectives. The Strategy Committee first met and held one meeting in fiscal 2008.
The Board of Directors has reviewed director independence guidelines in a manner consistent with the definitions of independence set forth in SEC Rule 10A-3 under the Securities Exchange Act of 1934 and the rules of the Nasdaq Stock Market. In accordance with these guidelines, the Board of Directors has reviewed and considered facts and circumstances relevant to the independence of each director and director nominee and has determined that Messrs. Baudhuin, Ehlen, Penn, Smith and Ms. Skjefte are each independent under SEC Rule 10A-3 and an independent director under the rules of the Nasdaq Stock Market.
The independent members of the Board of Directors are responsible for considering and selecting the nominees for election as directors at annual shareholder meetings. The Board believes a nominee should possess the highest level of professional and personal ethics and values, be free of any material conflict of interest with respect to board service, have broad experience at the policy-making level, have the ability to provide insight and practical wisdom based on experience and expertise, be an independent director as defined by the rules of the SEC and the Nasdaq Stock Market, be able to understand and relate to the culture of the Company, have sufficient time to properly discharge the duties associated with serving as a director, and have experience and knowledge that will enhance or maintain a diversity of business background among board members.
In addition, the Board believes that one or more of the Companys directors should possess certain specific qualities or skills. These include, among others, experience with publicly held companies, an understanding and background in corporate management, experience in delegation of duties, accounting experience, financial experience, legal experience, marketing experience, understanding of the medical device industry, and background and experience necessary to qualify as an audit committee financial expert as defined by the SEC.
The Board has established a governance/nominating committee comprised of independent directors to serve as the standing committee responsible for considering and recommending director nominees to the Board of Directors. The Company does not currently have a procedure for shareholder nomination of directors because the Company has not received a shareholder nominee for election as a director in the past ten years.
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is biographical and other information on the current executive officers of the Company. Mr. Youngs biographical information is set forth above under Other Information About Directors.
*Mr. Dale H. Johnson served as Chief Financial Officer during fiscal 2007 and retired on January 31, 2008. Mr. William J. Kullback replaced him on March 17, 2008.
William J. Kullback was appointed Angeions Chief Financial Officer and Senior Vice President on March 17, 2008. Prior to joining the Company, Mr. Kullback served as co-founder and CFO of Flex Fund Financial, a private financial services firm. From April 2005 to May 2006, Kullback served as CFO for IntriCon Corporation, a publicly traded manufacturer that specializes in the high technology medical device and communications industries. Kullback also served as Senior Vice President and CFO at MedSource Technologies, Inc., a medical device outsourcer, from November 2002 until its sale in September 2004, and as Executive Vice President and CFO at PEMSTAR, Inc., a public engineering and manufacturing service corporation. Mr. Kullback previously held a variety of financial and accounting positions at Crenlo, Inc., the Stant Corporation, and at PriceWaterhouse. Mr. Kullback also served as a director of Reptron Electronics where he was chairman of the audit committee and involved in the sale of this publicly traded manufacturing firm. Mr. Kullback received his M.B.A. and his B.A. from the State University of New York at Buffalo.
Executive Compensation Philosophy and Objectives of Compensation Program
Our philosophy with respect to the compensation of Executive Officers is based upon the following principles established by the Compensation Committee:
Executive Compensation Policy
Executive talent and performance are critical to the success of the Company. Executive compensation at Angeion Corporation is designed to provide a competitive compensation opportunity relative to similar medical instrument and device companies, in a manner aligned with business performance and shareholder returns. The Company uses base salaries, an annual incentive plan and equity grants to accomplish these objectives, and performs regular benchmarking analyses against comparable companies to anchor its practices firmly in the competitive market. The Company makes minimal use of perquisites in Executive Compensation. When assessing the market competitiveness of our compensation programs, we review third-party surveys and publicly available data relating to a specific group of companies.
In 2008, the Company adopted a new policy that Base Salaries would be administered in a range set around the median of comparable companies, based primarily on individual experience, performance against objectives and other contributions, while taking into account the overall financial health of the Company.
The Company 2008 annual incentives were linked to achievement of key business objectives through the establishment of the 2008 Management Incentive Bonus Plan described below. Payouts were available under the Annual Incentive Plan objective when threshold performance goals, established by the Board, were met. Upon achievement of all business objectives for a year, payouts are intended to be competitive in the industry. Substantial overachievement against all goals established by the Board creates a payout opportunity around the upper quartile of comparable companies.
Different forms of equity are used to directly align executive compensation with overall shareholder returns while managing expense and dilution of common shareholders. The Companys equity compensation practices are designed to be around median in the industry over time, and provide significant compensation opportunities above the median only in conjunction with substantial shareholder returns on a sustained basis. The Company currently uses stock options and restricted stock awards to accomplish equity compensation objectives.
The Company is committed to fair and full public disclosure of all compensation matters for its executive officers and for all equity compensation plans. The Company will not disclose any specific business goals related to its incentive plan that could be used by competitors.
All of our compensation programs are designed to attract and retain key employees, motivating them to achieve and rewarding them for superior performance. Our programs are geared to short and longer-term performance with the goal of increasing shareholder value over the long term. Executive compensation programs affect all employees by setting general levels of compensation and helping to create an environment of goals, rewards and expectations. Because we believe the performance of every employee is important to our success, we are mindful of the effect of executive compensation and incentive programs on all of our employees.
We believe that the compensation of our executives should reflect their success as a management team, rather than individuals, in attaining key operating objectives, such as growth of sales, growth of operating earnings and earnings per share and growth or maintenance of market share and long-term competitive advantage, and ultimately, in attaining an increased market price for our stock. We believe that the performance of the executives in managing our company, considered in light of general economic and specific company, industry and competitive conditions, should be the basis for determining their overall compensation. We also believe that their compensation should not be based on the short-term performance of our stock, whether favorable or unfavorable, but rather that the price of our stock will, in the long-term, reflect our operating performance, and ultimately, the management of the Company by our executives. We seek to have the long-term performance of our stock reflected in executive compensation through our stock option and other equity incentive programs.
Overview of Compensation Process
Elements of In-Service Compensation and Relationship to Objectives
We also provide the executive officers and other members of management with other benefits available to our employees generally, such as health, life, dental and disability insurance and participation in a 401(k) Plan.
Determining Executive Compensation and Design of Compensation Programs
It has been the practice of our Compensation Committee to review, at the beginning of the fiscal year, the elements of the executive officers total compensation and compare the compensation of the executive officers with the compensation of officers performing comparable functions in their peer comparison group. Based upon this analysis, base salaries for our executive officers are reviewed and set at the first regularly scheduled meeting of our Compensation Committee and then recommended to the Full Board.
In setting base salaries, our Chief Executive Officer makes compensation recommendations to the Compensation Committee with respect to the executive officers and other member of management who report to him. These executive officers are not present at the time of these deliberations. For fiscal year 2008, the Compensation Committee reviewed Mr. Youngs recommendations with respect to the salary compensation of the members of management.
Consistent with its overall compensation philosophy, the Compensation Committee recommended and the Board approved and adopted the 2008 Management Incentive Bonus Plan (the 2008 Bonus Plan) which is described below. On May 20, 2008, the Compensation Committee of the Board of Directors of Angeion Corporation approved the 2008 Bonus Plan. The 2008 Bonus Plan provided for the payment of cash compensation to eligible employees, including the Companys executive officers, upon achievement of predetermined objectives. Payouts under the 2008 Bonus Plan will be based on achievement of two separate measurements:
There is a threshold, a target and a maximum for each of the two measurements under the 2008 Bonus Plan.
Approximately 25 employees were eligible to participate in the 2008 Bonus Plan. If maximum were achieved in each area, the total Company bonus payout would be approximately $1,154,000, Mr. Young would have received a bonus of 100% of his base salary of $314,600 and Mr. Kullback would have received a bonus of 50% of his base salary or $58,333 which is pro-rated for his seven months of service in fiscal 2008. If threshold is were attained in each area, Mr. Young would have received a payment of 22.5% of his base salary or $70,785, and Mr. Kullback would have received a payment of approximately 12.5% of his base salary or $20,417 pro-rated.
The payout to Mr. Kullback was made for achievement by the Company of threshold with respect to the Companys revenue of $30.0 million. The Company did not achieve threshold for PEBC Income and no payment was made for this element of the 2008 Bonus Plan. The 2008 Bonus Plan also provided that if the Company achieved threshold for revenue, but not for PEBC income, then payments will be made with respect to the achievement of revenue goals at half the levels that they otherwise would have been paid. The Board of Directors believed this was important to encourage the Companys employees to focus on both revenue growth as well as pretax income. As noted above, any payment to Mr. Young, however, for achievement of revenue-related amounts would only be made if the Company also achieved the PEBC income threshold. Mr. Young did not receive any payment under the 2008 Bonus Plan because the Company did not achieve the threshold for PEBC Income, but Mr. Young was awarded $15,000 as a bonus by the Board of Directors for leadership performance in fiscal 2008.
Use of Compensation Consultant
Under the Compensation Committees charter, the Committee has the authority to retain, at the Companys expense, independent counsel or other advisers as it deems necessary to carry out its responsibilities. In fiscal year 2008, the Committee retained Launch Venture Services to advise it on compiling a list of comparable companies, setting the salary of the CEO, CFO and other members of management, determining the appropriate level of cash and equity compensation for non-employee members of the board of directors, and determining the appropriate level of equity compensation for the CEO, CFO and others member of the board of directors.
Accounting and Tax Considerations
We have structured our compensation program to comply with Internal Revenue Code Sections 162(m) and 409A. Under Section 162(m) of the Internal Revenue Code, a limitation was placed on tax deductions of any publicly-held corporation for individual compensation to certain executives of such corporation exceeding $1,000,000 in any taxable year, unless the compensation is performance-based. If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A, and these benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to a substantial risk of forfeiture. In such case, the executive officer is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit includible in income. We have no individuals with non-performance based compensation paid in excess of the Internal Revenue Code Section 162(m) tax deduction limit.
Equity Granting Process
Stock awards to our executive officers and other key salaried employees are typically granted annually in conjunction with the review of the individual performance of our executive officers. This review generally takes place at the regularly scheduled meeting of the Compensation Committee, which is held in conjunction with the regular quarterly meeting of our Board of Directors in February. Stock options are also granted in connection with the appointment of new executive officers, with the option grant effective as of the first day of employment. These regular and new-hire grants of stock options are approved in advance by the Compensation Committee or the board of directors. The Compensation Committees policy is to grant all equity awards under shareholder approved equity compensation plans, such as our 2007 Stock Incentive Plan.
Rodney A. Young Employment Agreement and Change In Control Agreement
On October 31, 2007, the Company entered into an Amended Employment Agreement and Change in Control Agreement with Mr. Young. In fiscal 2008, the Company increased Mr. Youngs salary to $314,600. Under the Amended Employment Agreement, Mr. Young receives an annual salary of $314,600 and is entitled to earn an annual cash bonus ranging from 22.5% to 100% of his annual salary, based upon achievement of certain objectives in a bonus plan established by the Board of Directors. Mr. Youngs Employment Agreement may be terminated upon 60 days written notice by either party, upon notice by the Company of termination for cause or upon the event of Mr. Youngs death or disability. The Agreement also contains a non-compete provision for one year after the termination of Mr. Youngs employment. The Amended Employment Agreement also provides that in the event that Mr. Youngs employment is terminated without cause, other than in a change-in-control situation, Mr. Young would be entitled to a lump sum payment of one-year base salary, plus an annual incentive bonus for that fiscal year at target performance on a pro rata basis, if and when other senior management of the Company are paid a bonus based on achievement of goals at or above target for that year, or if the termination occurs in the second half of the fiscal year and if other senior executives receive a bonus for over-target performance for the fiscal year, then Mr. Young would receive a pro rata portion of the comparable CEO-level bonus specified for over-target performance for the fiscal year.
The Company and Mr. Young also entered into a new Change-in-Control Agreement dated as of October 31, 2007. Under this agreement, if Mr. Youngs employment is terminated during a period of twenty-four months following a Change-in-Control of the Company (i) by the Company other than for Cause or death, or (ii) by Mr. Young for Good Reason (as these terms are defined in the Agreements), then he will be entitled to a lump-sum payment equal to two times his base salary plus a one year bonus at target. In addition to these amounts, Mr. Young would be entitled to a fee for out-placement services in an amount equal to ten percent of his salary or $31,460 and the Company would continue to pay its portion of his health insurance for 18 months as if he were still employed. Had this termination without cause occurred at October 31, 2008, the amount payable to Mr. Young pursuant to his Change-in-Control Agreement would be approximately $794,000.
Potential Payments under Rodney A. Young Employment Agreement and Change in Control Agreement:
*Bonus would be payable on a pro rata basis only if paid to other members of senior management.
William J. Kullback Employment Agreement and Change In Control Agreement
Effective March 17, 2008, the Company entered into a new Employment Agreement with Mr. Kullback. Under the Employment Agreement, Mr. Kullback receives an annual salary of $200,000 and is entitled to earn an annual cash bonus ranging from 17.5% to 50% of his annual salary, based upon achievement of certain objectives in a bonus plan established by the Board of Directors. Mr. Kullbacks Employment Agreement may be terminated upon 60 days written notice by either party, upon notice by the Company of termination for cause or upon the event of Mr. Kullbacks death or disability. The Agreement also contains a non-compete provision for one year after the termination of Mr. Kullbacks employment. The Employment Agreement also provides that in the event that Mr. Kullbacks employment is terminated without cause, other than in a change-in-control situation, Mr. Kullback would be entitled to a lump sum payment of nine months base salary, plus an annual incentive bonus for that fiscal year at target performance on a pro rata basis, if and when other senior management of the Company are paid a bonus based on achievement of goals at or above target for that year, or if the termination occurs in the second half of the fiscal year and if other senior executives receive a bonus for over-target performance for the fiscal year, then Mr. Kullback would receive a pro rata portion of the comparable CFO-level bonus specified for over-target performance for the fiscal year.
The Company and Mr. Kullback also agreed to enter into a Change-in-Control Agreement dated as of June 15, 2008 upon Mr. Kullbacks successful completion of 90 days of employment. Under this agreement, if Mr. Kullbacks employment is terminated during a period of eighteen months following a Change-in-Control of the Company (i) by the Company other than for Cause or death, or (ii) by Mr. Kullback for Good Reason (as these terms are defined in the Agreements), then he will be entitled to a lump-sum payment equal to one and a half times his base salary. In addition to these amounts, Mr. Kullback would be entitled to a fee for out-placement services in an amount equal to ten percent of his salary or $20,000 and the Company would continue to pay its portion of his health insurance for 12 months as if he were still employed. If this termination without cause were to occur after the effective date of his Change-In-Control Agreement, the amount payable to Mr. Kullback pursuant to his Change-in-Control Agreement would be approximately $320,000.
Potential Payments under William J. Kullback Employment Agreement and Change in Control Agreement:
*Bonus would be payable on a pro rata basis only if paid to other members of senior management.
Summary of Cash and Certain Other Compensation
The following table shows information concerning compensation earned for services in all capacities during the fiscal year for (i) Rodney A. Young, our President and Chief Executive Officer, (ii) William J. Kullback, our Chief Financial Officer, and (iii) Dale H. Johnson, who served as Chief Financial Officer until January 31, 2008 (together referred to as our Named Executive Officers) for the fiscal year ended October 31, 2008.
SUMMARY COMPENSATION TABLE
Outstanding Equity Awards as of October 31, 2008
The following table sets forth certain information concerning stock option awards outstanding to the Named Executive Officers at October 31, 2008:
(1) The first two columns represent the total number of securities underlying unexercised options, both exercisable and unexercisable, that were outstanding as of October 31, 2008.
(2) Mr. Youngs 26,666 unvested options vest as follows: one half on October 31, 2009 and one half on October 31, 2010.
(3) Mr. Kullbacks unvested 10,000 option tranche vests as follows: one third on April 1, 2009, one third on April 1, 2010 and one third on April 1, 2011. Mr. Kullbacks unvested 30,000 option tranche vests as follows: one third on May 19, 2009, one third on May 19, 2010 and one third on May 19, 2011.
Compensation of Directors
The following table sets forth certain information regarding the compensation the Company paid to its non-employee directors during the fiscal year ended October 31, 2008.
Under the terms of the 2007 Stock Incentive Plan, stock options were granted to our non-employee directors as follows: In connection with the approval of the amendment to the 2007 Plan on May 20, 2008, Paula R. Skjefte, a non-employee director first elected to the Board in fiscal 2008, was granted seven-year options for 10,000 shares at a price of $5.66 per share, vesting one-third each on May 20, 2009, May 20, 2010 and May 20, 2011.
In addition, on May 20, 2008, each of the five non-employee directors of the Company, John R. Baudhuin, K. James Ehlen, M.D., John C. Penn, Paula R. Skjefte and Philip I. Smith, were each granted seven-year stock options for 10,000 shares at a price of $5.66 per share. These options vest one-third each on May 20, 2009, May 20, 2010, and May 20, 2011.
The Board has not yet finalized the non-employee director equity awards to be granted for fiscal 2009 under the 2007 Plan, but is considering either the grant of stock options in an amount similar to past practices or the granting of restricted stock award in a manner similar to what was granted to the Companys executive offices and member of senior management in fiscal 2008.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors, in accordance with its charter, reviewed and discussed the audited financial statements with management and Virchow Krause and Company LLP (Virchow Krause), our independent accountants. Management of the Company is responsible for the preparation, presentation, and integrity of the Companys financial statements, the Companys accounting and financial reporting principles and internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. Our independent auditors are responsible for auditing the Companys consolidated financial statements and expressing an opinion as to whether they are presented fairly, in all material respects, in conformity with accounting principles generally accepted in the United States of America.
In connection with the performance of its oversight function, the Audit Committee has:
Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to in the charter, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the year ended October 31, 2008, as filed with the Securities and Exchange Commission.
Fiscal 2008 Members of the Audit Committee:
John R. Baudhuin K. James Ehlen, M.D. John C. Penn (Chair)
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee has selected Virchow Krause as our independent registered public accounting firm to audit our financial statements for the fiscal year ending October 31, 2009, and to perform other appropriate audit-related services. On May 1, 2008, KPMG LLP, the previous independent registered public accountants for the Company were dismissed and Virchow Krause was engaged as principal accountants. The decision to change accountants was approved by the Audit Committee of the Board of Directors. The Company expects representatives of Virchow Krause to be present at the Annual Meeting of Shareholders and these representatives will have the opportunity to make a statement if they desire to do so. In addition, these representatives will be available to respond to appropriate questions.
During the two fiscal years ended October 31, 2007, and the subsequent interim period through May 1, 2008, there were no: (1) disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events, except that KPMG LLP advised Angeion Corporation of the following material weakness: the Company did not have, and through its engagement of third party outside advisers did not acquire, adequate technical expertise to effectively oversee and review the Companys accounting for the utilization of pre-emergence bankruptcy net operating loss (NOL) carry forwards in accordance with AICPA Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code. As a result, the Company restated the financial information included in the first three quarters of the year ended October 31, 2006, to correct a material error in the provision for taxes, goodwill, and other intangible assets.
The audit reports of KPMG LLP on the consolidated financial statements of Angeion Corporation as of and for the years ended October 31, 2007 and 2006 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows: KPMG LLPs report on the consolidated financial statements of Angeion Corporation as of and for the years ended October 31, 2007 and 2006, contained a separate paragraph stating that As discussed in Note 2 to the consolidated financial statements, the Company adopted Statement of Financial Standards No. 123 (revised 2004), Share-Based Payment, on November 1, 2006 and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, in the year ended October 31, 2007.
The following table presents fees for professional audit services and all other fees rendered by Virchow Krause and KPMG LLP for the audits of the Companys consolidated financial statements for the years ended October 31, 2008 and 2007, respectively:
The audit fees consisted of fees for the annual audit of the Companys consolidated financial statements and reviews of financial statements included in quarterly reports on Form 10-Q.
The $116,000 in fees paid to Virchow Krause during fiscal 2008 were related to the 2008 audit of the Companys financial statements.
The $75,500 in fees paid to KPMG during fiscal 2008 consisted of $51,500 related to 2007 audit overruns and $18,500 related to the first quarter 2008 review plus $5,500 primarily for transition costs to the new audit firm.
The $254,000 in fees paid to KPMG during fiscal 2007 consisted of (i) $162,000 for the 2007 audit; (ii) $70,000 related to the 2006 Angeion restatement of its quarterly financial statements and (iii) $22,000 related to 2006 audit overruns.
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors on a case-by-case basis. In connection with the approval of the annual audit services and related fees, the Audit Committee also pre-approves certain audit related fees for the independent auditor responding to and researching technical accounting questions and other matters related to the financial statements under audit. All of the services provided by the independent auditors during 2008 and 2007 have been approved by the Audit Committee under its pre-approval process.
SHAREHOLDER PROPOSALS FOR 2010 ANNUAL MEETING
The Company anticipates holding its 2010 Annual Meeting on or about June 2, 2010 and anticipates mailing its materials on or about April 10, 2009. The Secretary of the Company must receive any shareholder proposal intended for inclusion in the Companys proxy material for the 2009 Annual Meeting of Shareholders no later than the close of business on December 10, 2009.
A shareholder who wishes to make a proposal for consideration at the 2010 Annual Meeting, but does not seek to include the proposal in the Companys proxy material, must notify the Secretary of the Company. The notice must be received no later than February 25, 2010. If the notice is not timely, then the persons named on the Companys proxy card for the 2010 Annual Meeting may use their discretionary voting authority when the proposal is raised at the meeting.
The Annual Report of the Company for the year ended October 31, 2008, which includes the Companys Annual Report on Form 10-K as filed with the Securities and Exchange Commission, accompanies this Notice of Annual Meeting and proxy solicitation material. Shareholders may also without charge obtain a copy of the Annual Report of the Company, which includes the Annual Report on Form 10-K, upon written request to the Chief Financial Officer of the Company at the address indicated on this Proxy Statement. Copies of the Annual Report on Form 10-K, including exhibits and financial statement schedules, may also be obtained on the Companys website www.angeion.com or the SECs website www.sec.gov.
Cost and Method of Solicitation
The Company will pay the cost of soliciting proxies and may make arrangements with brokerage firms, custodians, nominees and other fiduciaries to send proxy materials to beneficial owners of common stock. The Company will reimburse them for reasonable out-of-pocket expenses. In addition to solicitation by mail, directors, officers and employees of the Company may solicit by telephone, electronic transmission or in person proxies.
As of the date of this Proxy Statement, management knows of no other matters that may come before the 2009 Annual Meeting. However, if matters other than those referred to above should properly come before the 2009 Annual Meeting, the individuals named on the enclosed proxy card intend to vote such proxy in accordance with their best judgment.
2007 STOCK INCENTIVE PLAN
The purpose of the Plan is to enable Angeion Corporation (the Company) and its Subsidiaries to attract and retain employees, directors and service providers of the Company by aligning financial interests of these individuals with the other shareholders of the Company.
The Plan provides for the grant of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Units, Stock Appreciation Rights, Performance Stock, Performance Units, and Other Awards to aid the Company in obtaining these goals.
binding on all affected persons and, further, will not constitute an increase in the number of Shares reserved under Section 3 or an increase in any limitation imposed by the Plan.
advisable to grant Stock Incentives that do not qualify for the Performance-Based Exception, the Committee may make the grants without satisfying the requirements under Code Section 162(m) to qualify for the Performance-Based Exception.
350 Oak Grove Parkway
Saint Paul, Minnesota 55127-8599
ANGEION CORPORATION 2009 ANNUAL MEETING OF SHAREHOLDERS
Wednesday, June 3, 2009
2:30 p.m. Minnesota time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Rodney A. Young and K. James Ehlen, or any of them, with power of substitution to each, as attorneys and proxies, and hereby authorizes them to represent the undersigned at the Annual Meeting of Shareholders of Angeion Corporation to be held at the Companys offices located at 350 Oak Grove Parkway, Saint Paul, Minnesota, on Wednesday, June 3, 2009 at 2:30 p.m. Minnesota time, and at any adjournment(s) or postponement(s) thereof, and to vote, as designated below, all shares of Common Stock of Angeion Corporation held of record by the undersigned on April 14, 2009 and which the undersigned would be entitled to vote at such Annual Meeting, hereby revoking all former proxies.
See reverse for voting instructions.
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
\/ Please detach here \/
The Board of Directors Recommends a Vote FOR Items 1 and 2.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN,THIS PROXY WILL BE VOTED FOR EACH NOMINEE NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2. PLEASE SIGN, DATE AND RETURN THIS PROXY FORM USING THE ENCLOSED ENVELOPE.
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, June 3, 2009
2:30 p.m. Minnesota time
350 Oak Grove Parkway
Saint Paul, Minnesota 55127-8599
Directions to the Angeion Corporation 2009 Annual Meeting are available
in the proxy statement which can be viewed at www.idelivercommunications.com/proxy/angn.
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on June 3, 2009.
Notice is hereby given that the Annual Meeting of Shareholders of Angeion Corporation will be held at 350 Oak Grove Parkway, Saint Paul, Minnesota on June 3, 2009.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to receive a paper copy or an e-mail with links to the electronic materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before May 22, 2009 to facilitate timely delivery.
Matters intended to be acted upon at the meeting are listed below.
The Board of Directors recommends that you vote FOR the following proposals:
To request paper or e-mail copies of the annual report, and the proxy materials,
which include the proxy card and the proxy statement, please contact us via: