|
UNITED STATES |
OMB APPROVAL |
|
SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0059 |
|
Washington, D.C. 20549 |
Expires: January 31, 2008 |
|
SCHEDULE 14A |
Estimated average burden hours per response... 14 |
Proxy
Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Rule §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1. | Title of each class of securities to which transaction applies: | |
|
||
2. | Aggregate number of securities to which transaction applies: | |
|
||
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
|
||
4. | Proposed maximum aggregate value of transaction: | |
|
||
5. | Total fee paid: | |
|
||
SEC 1913 (04-05) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
||
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: | |
TO THE SHAREHOLDERS:
1. |
To elect four (4) directors to serve for the ensuing year and until their successors are elected. |
2. |
To ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm of Sigma for the fiscal year ending January 28, 2006. |
3. |
To transact such other business as may properly come before the meeting or any adjournment thereof. |
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE. |
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
Purposes of the Annual Meeting
Record Date and Shares Outstanding
Revocability of Proxies
Voting and Solicitation
1
Quorum; Abstentions; Broker Non-Votes
Deadline for Receipt of Shareholder Proposals for 2006 Annual Meeting
2
Shareholder Information
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
Name of Nominee |
Age |
Principal Occupation |
Director Since |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Thinh Q.
Tran |
51 |
Chairman of the Board, President and Chief Executive Officer |
1982 |
|||||||||||
William J.
Almon (1) (2) (3) |
72 |
Chairman of the Board, President and Chief Executive Officer of Grandis Inc. |
1994 |
|||||||||||
Julien
Nguyen (1) (3) |
48 |
Managing Partner of Concept Ventures |
2000 |
|||||||||||
Lung C. Tsai
(1) (2) (3) |
57 |
Chairman of the Board, and Chief Executive Officer of MechanicNet Group, Inc. |
2003 |
(1) |
Member of the Audit Committee. |
(2) |
Member of the Compensation Committee. |
(3) |
Member of the Nominating and Corporate Governance Committee. |
3
Vote Required and Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED ABOVE.
Director Independence
Board and Committees Meetings
4
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
Compensation of Directors
5
Corporate Governance Matters
Code of Ethics
Contacting the Board of Directors
|
Shareholders may communicate with the non-employee members of the Board of Directors by writing to: Board of Directors, Sigma Designs, Inc., 1221 California Circle, Milpitas, California 95035. |
|
The Companys chief financial officer initially receives such shareholder communications. The chief financial officer logs the date of receipt of the communication as well as the identity of the correspondent (for non-confidential communications) in the Companys shareholder communications log. |
|
The chief financial officer will review and summarize the communication for the Board of Directors in a timely manner. The summary will be in the form of a memo, which will become part of the Companys shareholder communications log. All members of the Board of Directors have access to the shareholder communications log. |
|
The chief financial officer will then forward the original shareholder communication along with the memo to each director (or the lead committee member, if the communication is addressed to a committee) for review. |
|
Upon receipt of the communication from the chief financial officer, the Chairman of the Audit Committee will, on behalf of the Board of Directors, facilitate review of and, if appropriate, direct a response to the communication. |
|
Communications relating to accounting, internal controls or auditing matters will be handled in accordance with the Companys Complaint Procedures for Accounting and Auditing Matters. |
|
The Company will retain all shareholder communications, the shareholder communications log and all related documentation as required under applicable law. |
Attendance at Annual Shareholder Meetings by the Board of Directors
Nominating Process for Recommending Candidates for Election to the Board of Directors
6
|
The Corporate Governance and Nominating Committee regularly reviews the current composition and size of the Board. |
|
The Corporate Governance and Nominating Committee oversees an annual evaluation of the performance of the Board of Directors as a whole and evaluates the performance of individual members of the Board of Directors eligible for re-election at the annual meeting of shareholders. |
|
In its evaluation of director candidates, including the members of the Board of Directors eligible for re-election, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board and considers (1) the current size and composition of the Board of Directors and the needs of the Board of Directors and the respective committees of the Board, (2) such factors as issues of character, judgment, diversity, age, expertise, business experience, length of service, independence, other commitments and the like, and (3) such other factors as the Corporate Governance and Nominating Committee may consider appropriate. |
|
While the Corporate Governance and Nominating Committee has not established specific minimum qualifications for Director candidates, the Corporate Governance and Nominating Committee believes that candidates and nominees must reflect a Board that is comprised of directors who (1) are predominantly independent, (2) are of high integrity, (3) have broad, business-related knowledge and experience at the policy-making level in business or technology, including their understanding of the digital media processing industry and the Companys business in particular, (4) have qualifications that will increase overall Board effectiveness and (5) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members. |
|
With regard to candidates who are properly recommended by shareholders or by other means, the Corporate Governance and Nominating Committee will review the qualifications of any such candidate, which review may, in the Corporate Governance and Nominating Committees discretion, include interviewing references for the candidate, direct interviews with the candidate, or other actions that the Corporate Governance and Nominating Committee deems necessary or proper. |
|
In evaluating and identifying candidates, the Corporate Governance and Nominating Committee has the authority to retain and terminate any third party search firm that is used to identify director candidates, and has the authority to approve the fees and retention terms of any search firm. |
|
The Corporate Governance and Nominating Committee will apply these same principles when evaluating Board candidates who may be elected initially by the full Board to fill vacancies or add additional directors prior to the annual meeting of shareholders at which directors are elected. |
|
After completing its review and evaluation of director candidates, the Corporate Governance and Nominating Committee selects, or recommends to the full Board of Directors for selection, the director nominees. |
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
7
Accountant Fees
($ thousands) |
2005 |
2004 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees
(1) |
$ | 709 | $ | 295 | ||||||
Tax Fees
(2) |
90 | 72 | ||||||||
All Other
Fees (3) |
0 | 12 | ||||||||
Total |
$ | 799 | $ | 379 |
(1) |
Audit Fees consisted of fees billed for professional services rendered for the audit of the Companys annual financial statements included in the Companys Annual Reports on Form 10-K and for the review of the financial statements included in the Companys Quarterly Reports on Form 10-Q, the audit of managements assessment of the Companys internal control over financial reporting for the year ended January 31, 2005, Deloitte & Touches audit of the Companys internal control over financial reporting for the year ended January 31, 2005, Sarbanes-Oxley Act, Section 404 advisory services, and services rendered in connection with the filing of registration statements with the U.S. Securities Exchange Commission. |
(2) |
Tax Fees consisted of fees billed for tax compliance, consultation and planning services. |
(3) |
All Other Fees consisted, in 2004, of fees billed for services related to employee benefits and seminars. |
Required Vote
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS SIGMAS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 28, 2006.
8
OTHER INFORMATION
Executive Officers
Section 16(a) Beneficial Ownership Reporting Compliance
Security Ownership of Certain Beneficial Owners and Management
Shares Beneficially Owned (1) (2) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number |
Percent (3) |
|||||||||
Robert Sussman
(4) |
1,421,200 | 6.68 | % | ||||||||
Kingdon
Capital Management, LLC (5) |
1,215,350 | 5.71 | |||||||||
Thinh Q. Tran
(6) |
1,366,565 | 6.16 | |||||||||
Silvio Perich
(7) |
319,250 | 1.48 | |||||||||
Jacques
Martinella (8) |
181,966 | * |
|||||||||
Kit Tsui
(9) |
242,154 | 1.13 | |||||||||
Kenneth Lowe
(10) |
115,916 | * |
|||||||||
William J.
Almon (11) |
108,125 | * |
|||||||||
Julien Nguyen
(12) |
37,132 | * |
|||||||||
Lung Tsai
(13) |
10,000 | * |
|||||||||
All Directors
and Executive Officers as a group (8 persons) (14) |
2,381,108 | 10.34 | % |
* |
Less than 1%. |
(1) |
The number and percentage of shares beneficially owned is determined under rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire within sixty (60) days of April 18, 2005 through the exercise of any stock option or other right. |
9
(2) |
The persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. Unless otherwise noted, the address for all persons shall be the principal executive office of Sigma. |
(3) |
Based upon 21,269,560 shares of common stock outstanding as of April 18, 2005. |
(4) |
Based on information set forth in a Schedule 13G filed with the Securities and Exchange Commission on February 7, 2005 by Robert Sussman, 21 Murray Hill Road, Scarsdale, NY 10583. |
(5) |
Based on information set forth in a Schedule 13G filed with the Securities and Exchange Commission on January 27, 2005 by Kingdon Capital Management LLC, 152 West 57th Street, 50th floor, New York, NY 10019. |
(6) |
Includes 928,272 shares issuable upon exercise of outstanding options which were exercisable at April 18, 2005 or within sixty (60) days thereafter. |
(7) |
Includes 293,250 shares issuable upon the exercise of outstanding options which were exercisable at April 18, 2005 or within sixty (60) days thereafter. |
(8) |
Includes 171,966 shares issuable upon the exercise of outstanding options which were exercisable at April 18, 2005 or within sixty (60) days thereafter. |
(9) |
Includes 179,250 shares issuable upon the exercise of outstanding options which were exercisable at April 18, 2005 or within sixty (60) days thereafter. |
(10) |
Includes 115,916 shares issuable upon the exercise of outstanding options which were exercisable at April 18, 2005 or within sixty (60) days thereafter. |
(11) |
Includes 33,125 shares issuable upon the exercise of outstanding options which were exercisable at April 18, 2005 or within sixty (60) days thereafter. |
(12) |
Includes 30,625 shares issuable upon the exercise of outstanding options which were exercisable at April 18, 2005 or within sixty (60) days thereafter. |
(13) |
Includes 10,000 shares issuable upon the exercise of outstanding options which were exercisable at April 18, 2005 or within sixty (60) days thereafter. |
(14) |
Includes 1,762,404 shares issuable upon the exercise of outstanding options held by eight (8) officers and directors which were exercisable at April 18, 2005 or within sixty (60) days thereafter. |
10
Executive Compensation
Long-Term Compensation Awards |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Compensation |
||||||||||||||||||
Name and Principal Position |
Fiscal Year |
Salary |
Bonus |
Securities Underlying Options (#) |
||||||||||||||
Thinh Q. Tran
|
2005 | $ | 314,136 | | 150,000 | |||||||||||||
Chairman of
the Board, |
2004 | 294,308 | | 120,000 | ||||||||||||||
Executive
Officer |
2003 | 256,000 | | 120,000 | ||||||||||||||
Kit Tsui
|
2005 | $ | 158,353 | | 25,000 | |||||||||||||
Chief
Financial Officer |
2004 | 150,231 | | 25,000 | ||||||||||||||
2003 | 140,002 | | 30,000 | |||||||||||||||
Silvio Perich
|
2005 | $ | 169,665 | $ | 86,779 | (1) | 25,000 | |||||||||||
Senior Vice
President, |
2004 | 165,000 | 89,665 | (1) | 25,000 | |||||||||||||
Worldwide
Sales |
2003 | 165,000 | 45,741 | (1) | 30,000 | |||||||||||||
Jacques
Martinella |
2005 | $ | 196,927 | | 30,000 | |||||||||||||
Vice
President, |
2004 | 188,157 | | 25,000 | ||||||||||||||
Engineering |
2003 | 179,000 | | 30,000 | ||||||||||||||
Kenneth Lowe
|
2005 | $ | 158,354 | | 25,000 | |||||||||||||
Vice
President, |
2004 | 150,231 | $ | 1,000 | (2) | 25,000 | ||||||||||||
Strategic
Marketing |
2003 | 140,000 | | 20,000 |
(1) |
For Mr. Perich, represents total amount of commission paid for such fiscal year. |
(2) |
Represented a referral bonus paid to Mr. Lowe for such fiscal year. |
Option Grants in Last Fiscal Year
Potential Realizable Value at Assumed Annual Rates of |
|||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number of Securities Underlying Options Granted |
Percentage of Total Options Granted To Employees in Fiscal Year (1) |
Exercise Price |
Expiration Date |
5% (2) |
10% (2) |
|||||||||||||||||||||
Thinh Q.
Tran |
150,000 (3 | ) | 16.07 | % | $ | 5.43 | 08/09/2014 | $ | 512,235 | $ | 1,298,103 | ||||||||||||||||
Kit
Tsui |
25,000 (3 | ) | 2.68 | % | 5.43 | 08/09/2014 | 85,372 | 216,351 | |||||||||||||||||||
Silvio
Perich |
25,000 (3 | ) | 2.68 | % | 5.43 | 08/09/2014 | 85,372 | 216,351 | |||||||||||||||||||
Jacques
Martinella |
30,000 (3 | ) | 3.21 | % | 5.43 | 08/09/2014 | 102,447 | 259,621 | |||||||||||||||||||
Kenneth
Lowe |
25,000 (3 | ) | 2.68 | % | 5.43 | 08/09/2014 | 85,372 | 216,351 |
(1) |
Sigma granted options representing 933,500 shares to employees during fiscal year 2005 under Sigmas 2001 Option Plan. |
(2) |
The 5% and 10% assumed annual rates of appreciation are mandated by the rules of the Securities and Exchange Commission and do not represent Sigmas estimate or projection of future Common Stock price. |
(3) |
These options were granted under Sigmas 2001 Option Plan and have exercise prices equal to the fair market value on the date of grant. The options become exercisable cumulatively over a period of five (5) years at the rate of twenty percent (20%) of the shares one (1) year after the vesting commencement date specified |
11
in the grants and one-sixtieth (1/60) of the shares each month thereafter for the next four (4) years. The options expire ten (10) years from the date of grant. The 2001 Option Plan is currently administered by the Board of Directors, except for grants to executive officers, which are administered by the Compensation Committee. The Board of Directors and the Compensation Committee have broad discretion and authority to amend outstanding options and to reprice options, whether through an exchange of options or an amendment thereto. Grants under the 2001 Option Plan are made at the discretion of the Board of Directors; accordingly, future grants under the 2001 Option Plan are not yet determinable. |
Aggregate Option Exercises in Last Fiscal Year
Number of Securities Underlying Unexercised Options at Fiscal Year End |
Value of Unexercised In-the-money Options at Fiscal Year End (1) |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Shares Acquired on Exercise (#) |
Value Realized |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
|||||||||||||||||||||
Thinh Q.
Tran |
110,000 | $ | 616,900 | 928,475 | 341,526 | $ | 5,937,586 | $ | 1,776,622 | ||||||||||||||||||
Jacques
Martinella |
17,000 | 90,420 | 173,715 | 75,001 | 1,025,940 | 401,762 |
(1) |
Calculated by determining the difference between the closing price of the common stock underlying the options at January 28, 2005 ($8.88) as reported on the Nasdaq National Market and the exercise price of the options. |
12
REPORT OF THE COMPENSATION COMMITTEE
Chief Executive Officer Compensation
Deductibility of Executive Compensation
13
Compensation Committee Interlocks and Insider Participation
Certain Transactions
Company Stock Price Performance
14
Comparison of Five-Year Cumulative Total Returns (1) (2) (3)
(1) |
The lines represent yearly index levels derived from compounded daily returns that include all dividends. |
(2) |
If the yearly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used. The Companys fiscal year ends on the Saturday closest to January 31. For convenience, the fiscal years are shown as ending on January 31. |
(3) |
The index level for all series was set to $100.00 on January 31, 2000. |
THE FOREGOING COMPENSATION COMMITTEE REPORT AND COMPANY STOCK PRICE PERFORMANCE GRAPH SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SEC, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY PAST OR FUTURE FILING UNDER THE SECURITIES ACT OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT SIGMA SPECIFICALLY INCORPORATES BY REFERENCE INTO SUCH FILING.
15
REPORT OF THE AUDIT COMMITTEE
|
the plan for, and the independent registered public accounting firms report on, each audit of Sigmas financial statements |
|
Sigmas financial disclosure documents, including all financial statements and reports filed with the SEC or sent to shareholders, as well as the adequacy of Sigmas internal accounting controls, and accounting and financial personnel |
|
changes in Sigmas accounting practices, principles, controls or methodologies, or in Sigmas financial statements, and recent developments in accounting rules |
|
the establishment and maintenance of an environment at Sigma that promotes ethical behavior |
16
THE FOREGOING AUDIT COMMITTEE REPORT SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SEC, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY PAST OR FUTURE FILING UNDER THE SECURITIES ACT OF THE EXCHANGE ACT, EXCEPT TO THE EXTENT SIGMA SPECIFICALLY INCORPORATES BY REFERENCE INTO SUCH FILING.
OTHER MATTERS
Dated: May 20, 2005
17
|
|
|
|
|
|
VOTE BY INTERNET - www.proxyvote.com |
|
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
|
||
|
|
|
|
|
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS |
|
|
|
If you would like to reduce the costs incurred by Sigma Designs, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. |
|
|
|
|
|
|
|
VOTE BY PHONE - 1-800-690-6903 |
|
|
|
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
|
|
|
|
|
|
|
VOTE BY MAIL |
|
|
|
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Sigma Designs, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. |
|
|
||
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
||
|
SGMDS1 |
KEEP THIS PORTION FOR YOUR RECORDS |
|
|
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
|
|||||||||||||||||||
SIGMA DESIGNS, INC. |
|||||||||||||||||||
|
|||||||||||||||||||
|
Vote on Directors |
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|||||||||||||
|
1. |
ELECTION OF DIRECTORS: |
|
For |
Withhold |
For All |
|
To withhold authority to vote for any individual
nominee, mark For All Except and write the
nominees name on the line below. |
|
|
|||||||||
|
|
|
|
|
|
||||||||||||||
|
|
|
¡ |
¡ |
¡ |
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
Vote On Proposal |
|
|
For |
Against |
Abstain |
|||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
2. |
Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm of Sigma for the fiscal year ending January 28, 2006. |
¡ |
¡ |
¡ |
||||||||||||||
|
|
|
|
|
|
||||||||||||||
|
Please mark, sign and date this proxy and return it promptly whether you plan to attend the meeting or not. If you do attend, you may vote in person if you desire. |
|
|||||||||||||||||
|
|
||||||||||||||||||
|
Please sign exactly as name appears hereon. Joint owners should each sign. Trustees and others acting in a representative capacity should indicate the capacity in which they sign and give their full title. If a corporation, please sign in full corporate name by an authorized officer. If a partnership please sign in partnership name by an authorized person. |
|
|||||||||||||||||
|
|
||||||||||||||||||
|
|
|
Yes |
No |
|
|
|
|
|||||||||||
|
HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household |
|
¡ |
¡ |
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
|
|
Signature (Joint Owners) |
Date |
|
|||||||||||
|
|||||||||||||||||||
|
|
|
PROXY |
SIGMA DESIGNS, INC. |
PROXY |
|
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
|
The undersigned shareholder of Sigma Designs, Inc. (Sigma), hereby appoints Thinh Q. Tran and Kit Tsui and each of them, with power of substitution to each, true and lawful attorneys, agents and proxyholders of the undersigned, and hereby authorizes them to represent and vote, as specified herein, all the shares of common stock of Sigma held of record by the undersigned on April 18, 2005, at the 2005 Annual Meeting of Shareholders of Sigma to be held on Friday, June 17, 2005 at 2:00 p.m., local time, at Sigmas principal executive offices at 1221 California Circle, Milpitas, California 95035, and any adjournments or postponements thereof.
The shares represented by this proxy will be voted in the manner directed. In the absence of any direction, the shares will be voted FOR Proposals 1 and 2, and as said proxies deem advisable on such other matters as may properly come before the meeting. The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders, Proxy Statement dated May 20, 2005 and Sigmas Annual Report to Shareholders.
(Continued, and to be signed on the other side)