UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM  i 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 i September 16, 2022

Date of Report (Date of earliest event reported)

_____________________

 i SIGMATRON INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 i 2201 Landmeier Road,  i Elk Grove Village,  i Illinois  i 60007

(Address of principal executive offices) (Zip Code)

( i 847)  i 956-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  i ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

‎

ITEM 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On, September 16, 2022, the Board of Directors (the “Board”) of SigmaTron International, Inc. (the “Company”), adopted (a) the SigmaTron International, Inc. Employee Bonus Plan for Fiscal Year 2023 (the “Employee Plan”), a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The following is only a summary of the Plan, and in the event of any inconsistencies between the summary below and the Plan, the Plan shall control. The stated purpose of the Plan is to align stockholder, employee and officer objectives, to motivate employees and officers of the Company and to increase shareholder value. The Plan will be administered and interpreted by the Board. The Plan, as a whole, is also subject to amendment, suspension or termination by the Board.

The Employee Plan.

The Employee Plan applies to all U.S. payroll non-union employees of the Company (“Employee Participants”), all full-time employees of the Company with a corporate position of vice president or higher (“Officers”) and all employees designated by the Company as an executive officer pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (“Executive Officers”).

Pursuant to the Employee Plan, a Bonus Pool shall be created under the Employee Plan shall be calculated as a percentage of Pre-Tax Income (as defined in the Employee Plan) pursuant to the scale set forth in the Employee Plan, not to exceed $1,500,000. The Company’s Chief Executive Officer will submit to the Company’s Compensation Committee a recommendation (i) an assessment of performance for each Executive Officer and (ii) for a specified percentage or dollar allocation of the Bonus Pool for each Executive Officer and Officer, individually, and all of the Employee Participants, in the aggregate. The Compensation Committee will review such submissions for recommendation to the Board. Awards to Executive Officers under the Employee Plan will be based, in part, on the Executive Officer achieving the Executive Officer’s specified target objectives and, in any event, will be subject to the sole discretion of the Board. Awards to Employee Participants under the Employee Plan will be contingent upon the Company being in compliance with all of the Company’s covenants under its primary credit facility, or having obtained a waiver thereof, at the end of the Company’s 2023 fiscal year.

ITEM 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.    Description

Exhibit 10.1    SigmaTron International, Inc. Employee Bonus Plan for Fiscal Year 2023

Exhibit 104Cover Page Interactive Data File (embedded within Inline XBRL document)

‎

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.