UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

Payment of Filing Fee (Check the appropriate box):

ANGEION CORPORATION

350 Oak Grove Parkway

Saint Paul, Minnesota 55127-8599

(651) 484-4874

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Tuesday, May 25, 2010

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Notice is hereby given that the 2010 Annual Meeting of Shareholders of Angeion Corporation (“Angeion” or the “Company”) will be held at Angeion’s offices located at 350 Oak Grove Parkway, Saint Paul, Minnesota 55127, on Tuesday, May 25, 2010 beginning 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 6, 2010 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 Company's 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 13, 2010

PLEASE REMEMBER TO SIGN AND RETURN YOUR PROXY.

ANGEION CORPORATION

350 Oak Grove Parkway

Saint Paul, Minnesota 55127-8599

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PROXY STATEMENT

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The Board of Directors of Angeion Corporation, a Minnesota corporation (“Angeion” or the “Company”), is soliciting your proxy for use at the 2010 Annual Meeting of Shareholders to be held on Tuesday, May 25, 2010, 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 13, 2010.

GENERAL INFORMATION

Voting

Each share of the Company's 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 issued and entitled to vote at the meeting as of April 6, 2010 consisted of 4,387,510 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 6, 2010 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.  For shares held in “street name” through a broker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon.  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.

Under Minnesota law and the Company’s Articles of Incorporation and Bylaws, if a quorum exists at the meeting, the affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors.  A properly executed proxy marked “Withhold authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, but will be counted for purposes of determining whether there is a quorum.  For each other item, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the item will be required for approval.  If the shares present and entitled to vote on any particular item of business would not constitute a quorum for the transaction of business at the meeting, however, then that item must be approved by holders of a majority of the minimum number of shares that would constitute a quorum.  A properly executed proxy marked “Abstain” with respect to any such matter will not be voted, but will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.

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.

Solicitation

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 $10,000 in the aggregate.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 6, 2010 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 6, 2010.  Unless otherwise indicated, all persons listed below may be reached at the Company’s office. 

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* Indicates ownership of less than one percent.

** Serves as executive officer or director of Angeion Corporation

Section 16(a) Beneficial Ownership Reporting Compliance.

To the Company’s 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, 2009, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.

Proposal 1:

Election of Directors

The Company's 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 seven.  Seven directors will be elected at the 2010 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 Company’s directors as of April 1, 2010.

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Other Information about Directors

John R. Baudhuin is the founder 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 and the Netherlands.  With over 175,000 certified instructors and 35,000 licensed facilities, the company’s SPINNING® and Peak Pilates® brands have 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, Mr. Baudhuin received his Bachelor of Arts degree in Economics from the University of California, Santa Barbara and his MBA from Loyola Marymount University.  Mr. Baudhuin’s experience as a public accountant and his current role serving as the chief executive officer of a company manufacturing and distributing fitness products gives Mr. Baudhuin a unique perspective into the health and fitness markets that Angeion is pursuing through its New Leaf business.

K. James Ehlen, M.D. serves as Chief Executive Officer of Respirtech, Inc., a manufacturer of high-frequency chest compression (HFCC) medical equipment.  Prior to joining Respirtech in 2008, 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.  From April 2003 to August 2007, 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 Augustana Health Services and Union Health Services.  He is a long-standing member of the American College of Physician Executives.  Dr. Ehlen served as director of Health Fitness Corporation from April 2001 until February 2010 when Health Fitness Corporation was acquired as a subsidiary of Trustmark Mutual Holding Company.  Dr. Ehlen’s experience as a medical doctor, the former chief executive officer of a national managed-care organization, the founder of a regional health organization, and the current chief executive officer of a medical device manufacturer gives him insight into the challenges that Angeion encounters in both the medical device as well as the health and fitness fields.

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 and privately owned companies.  Mr. Penn served as director of Health Fitness Corporation from April 2001 until February 2010 when Health Fitness Corporation was acquired as a subsidiary of Trustmark Mutual Holding Company.  He also served as a director of Medical Graphics from December 1996 to December 1999.  In 2006, Mr. Penn was named an outstanding director by Twin Cities Business magazine.  Mr. Penn’s experience, both as an executive officer as well as a board member for private and public companies in a wide variety of fields, including medical device manufacturers, gives Mr. Penn a deep understanding of the challenges faced by a public company like Angeion Corporation.

Scott A. Shuda is the co-founder and Managing Director of BlueLine Partners, a special situations investment firm that focuses on publicly listed technology and healthcare companies.  Prior to founding BlueLine Partners in 2003, Mr. Shuda was employed as an attorney in New York City and Silicon Valley.  He has also served as General Counsel to Vicinity Corporation, an internet company that went public in 2000 and was acquired by Microsoft in 2002. Mr. Shuda has a law degree and a master of business administration degree from Georgetown University.  Mr. Shuda’s background as an attorney practicing in corporate finance, his past role as a general counsel of a public company and experience with a private investment fund gives him a strong perspective on the capital markets and a deep understanding of the challenges facing medical device companies.

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.  Ms. Skjefte also currently serves on the board of Cardialen and the board of advisors of MiroMatrix.  Ms. Skjefte’s 16 years of domestic and international experience with Medtronic, her medical background as a registered nurse and current occupation as a consultant to emerging medical device manufacturing companies gives her a strong insight into the marketing and sale of medical device products. 

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.  Mr. Smith’s experience as the chief executive officer of a medical device manufacturer, his past experience as an investment banker as well as his background in business development at a publicly-held medical device company give him a detailed understanding of capital markets and corporate development that enables him to assist Angeion with its strategic direction.

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 served as a director of Health Fitness Corporation from April 2001 until February 2010 when Health Fitness Corporation was acquired as a subsidiary of Trustmark Mutual Holding Company.  Mr. Young has also served as a director of Delta Dental of Minnesota since 1998 and as a director of Allina Health Systems since 2007.  Mr. Young was appointed as a director, President and Chief Executive Officer of the Company effective November 1, 2004.  Mr. Young’s experience as chief executive officer of the company for the past six years, his 25-year career background in medical devices and his service on a number of other public company boards give him a broad understanding of the medical industry as well as the operations of a public company.

The Board of Directors and Management Recommend a Vote “For”

Election of the Nominees

Proposal 2:

Ratification of the Appointment of Independent Registered Public Accounting Firm

General Information

The Board of Directors recommends that the shareholders ratify the appointment of Baker Tilly Virchow Krause, LLP (“Baker Tilly Virchow Krause”) as the independent registered public accounting firm for Angeion Corporation for the year ending October 31, 2010.  Baker Tilly Virchow Krause provided services in connection with the audit of our financial statements for the years ended October 31, 2009 and 2008.  Prior to May 1, 2008, KPMG, LLP served as the Company’s independent registered public accounting firm.

The Company expects representatives of Baker Tilly 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, 2009, there were no: (1) disagreements with Baker Tilly Virchow Krause 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.

The audit reports of Baker Tilly Virchow Krause on the consolidated financial statements of Angeion Corporation as of and for the years ended October 31, 2009 and 2008 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

Independent Registered Public Accounting Firm, Audit Fees

The following table presents fees for professional audit services and all other fees rendered by Baker Tilly Virchow Krause for the audits of the Company’s consolidated financial statements for the years ended October 31, 2009 and 2008, respectively.  In addition, a summary of fees billed by KPMG, LLP for professional services rendered for the year ended October 31, 2008 is also shown below.

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Audit Fees.  The audit fees consisted of fees for the annual audit of the Company’s consolidated financial statements and reviews of consolidated financial statements included in quarterly reports on Form 10-Q. 

Tax Fees.  This category consists of fees billed for professional services for tax compliance.  The $21,000 paid for tax fees is related to tax compliance services provided by Baker Tilly Virchow Krause.

Other Fees.  All other fees consist of fees for products and services other than the services reported above.  The fees billed in 2008 consisted primarily of transition costs to Baker Tilly as the new audit firm.

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 2009 and 2008 have been approved by the Audit Committee under its pre-approval process. 

The Board of Directors and Management Recommend a Vote “For”

Ratification of the Appointment of Baker Tilly Virchow Krause, LLP

Proposal 3:

Approval of Amendment to the Angeion Corporation 2007 Stock Incentive Plan

At this 2010 Annual Meeting, shareholders are asked to approve an amendment to the Company’s 2007 Stock Incentive Plan (the “2007 Plan”) to increase the number of shares issuable under the 2007 Plan by 100,000 from 650,000 shares to 750,000 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 June 3, 2009 that increased the number of shares issuable under the 2007 Plan from 550,000 to 650,000.  As of April 1, 2010, of the 650,000 shares authorized under the 2007 Plan, no options have been exercised, 354,876 shares are subject to outstanding options, 24,891 shares had been issued pursuant to fully vested restricted stock awards, 230,444 are subject to outstanding restricted stock awards, and 39,789 shares are available for future grant.  In addition, the Company has 313,900 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 permits 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 Company’s 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 six 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 Company’s common stock or similar event effecting the Company’s 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 Company’s 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 participant’s 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 termination 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 participant’s 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.

Administration

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.

Additional Information

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 Recommends that Shareowners Vote “For” the Proposal to

 Adopt and Approve the Amendment to the Angeion Corporation 2007 Stock Incentive Plan.

CORPORATE GOVERNANCE

General

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 Company's 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 Company's senior financial officers, including the chief executive officer, chief financial officer, principal accounting officer, and others involved in the preparation of the Company's 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, 2009, the Board of Directors held six 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 Board meetings, the Company’s 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: 

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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 Company’s internal control structure and financial reporting activities, reviews the scope of the annual audit, reviews non-audit services performed by the independent registered public accounting firm to determine and maintain auditor independence, selects the Company’s independent registered public accounting firm, reviews the Company’s audited consolidated financial statements prior to release to the public and conducts discussions with the Company’s independent registered public accounting firm each quarter in connection with their quarterly review.  Baker Tilly, the Company’s 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 Company’s 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 five meetings during fiscal 2009.  The Charter of the Audit Committee is posted on the Company’s website at www.angeion.com.  

Compensation Committee.  The Compensation Committee operates under a written charter as amended March 1, 2010.  Among other duties, the Compensation Committee reviews compensation of the Company’s 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 Company’s officers, and reviews the performance of the Company’s Chief Executive Officer.  The Compensation Committee also has the authority to make awards under, and adopt and alter administrative rules and practices governing, the Company’s qualified or unqualified benefits plans, including the Company’s 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 Company’s Compensation Committee meets these requirements.  The Compensation Committee held six meetings during fiscal 2009.  The Charter of the Compensation Committee is posted on the Company’s 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 2009.  The Charter of the Governance/Nominating Committee and the Angeion Corporation Governance Guidelines are posted on the Company’s 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 held two meetings in fiscal 2009.

Director Independence

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, Shuda, Smith and Ms. Skjefte are each “independent” under SEC Rule 10A-3 and an “independent director” under the rules of the Nasdaq Stock Market.

Director Nominations

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 Company’s 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.    Although we have never received a submission in the past, the Governance/Nominating Committee will consider qualified candidates for director that are submitted by our shareholders.  Shareholders can submit qualified candidates, together with appropriate biographical information, to the Governance/Nominating Committee at:  Angeion Corporation, 350 Oak Grove Parkway, Saint Paul, Minnesota 55127-8599.  Submissions will be forwarded to the Governance and Nominating Committee for review and consideration.  Any Shareholder desiring to submit a director candidate for consideration at our 2011 Annual Meeting of Shareholders must ensure that the submission is received by the Company no later than October 31, 2010 in order to provide adequate time for the Governance/Nominating Committee to properly consider the candidate. 

Board Leadership

The Board does not have a formal policy regarding the separation of the roles of CEO and Chair of the Board, but believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. The Board has determined, however, that it is in the best interest of the Company’s shareholders at this time for the roles of Chair and CEO to be separated.  The current CEO, Rodney A. Young, is a member of the Board, while K. James Ehlen, M.D. serves as Chair.  This structure enables the Chair, in collaboration with other non-employee directors, to have an active role in setting agendas and establishing Board priorities and procedures and permits the CEO to focus on the management of the Company’s day-to-day operations.

Board Oversight of Risk Management

Angeion faces a variety of risks, including operational risk, financial risk, compliance risk, legal risk, risk to its reputation and IT risk. To date, the Board has informally discharged its responsibility for oversight of risk management both directly and through the Audit Committee.  In addition, the Board encourages management to incorporate risk management considerations into the Company's strategies and day-to-day business operations.  The Board is currently evaluating the best approach to discharging its responsibility for oversight of risk management, including whether to make it a subject it directly reviews primarily and regularly, or whether to formally delegate the primary role in discharging this responsibility to a Board committee. 

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is biographical and other information on the current executive officers of the Company.  Mr. Young’s biographical information is set forth above under “Other Information About Directors.”

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William J. Kullback was appointed Angeion’s 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.

Terrance J. Kapsen was named Angeion’s Executive Vice President on December 10, 2009. Prior to his promotion to Executive Vice President, Mr. Kapsen’s role within the Company spanned nearly three decades during which time he served in a number of executive positions with the Company in areas including product development, technical services, marketing, and both domestic and international sales management. Mr. Kapsen was instrumental in the formation of Angeion’s New Leaf health and fitness business and most recently has been responsible for marketing and corporate business development as Senior Vice President for both the MedGraphics and New Leaf product lines. Mr. Kapsen received his Bachelor of Science from St. John’s University in Collegeville, Minnesota.

EXECUTIVE COMPENSATION

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. 

Base Salary

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.

Incentive Plan

The Company’s 2009 annual incentives were linked to achievement of key business objectives through the establishment of the 2009 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.

Equity Compensation

Different forms of equity are used to directly align executive compensation with overall shareholder returns while managing expense and dilution of common shareholders.  The Company’s 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.

Disclosure

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 officer’s 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 2009, the Compensation Committee reviewed Mr. Young’s 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 2009 Management Incentive Bonus Plan (the “2009 Bonus Plan”) which is described below.  On June 3, 2009, the Compensation Committee of the Board of Directors of Angeion Corporation approved the 2009 Bonus Plan.  The 2009 Bonus Plan provided for the payment of cash compensation to eligible employees, including the Company’s executive officers, upon achievement of predetermined objectives.  Payouts under the 2009 Bonus Plan would 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 2009 Bonus Plan.

Approximately 25 employees were eligible to participate in the 2009 Bonus Plan.  The payouts to Mr. Young and Mr. Kullback were made for achievement by the Company of threshold with respect to the Company’s revenue of $25.5 million.  The Company did not achieve threshold for PEBC Income and no payment was made for this element of the 2009 Bonus Plan. 

Use of Compensation Consultant

Under the Compensation Committee’s charter, the Committee has the authority to retain, at the Company’s expense, independent counsel or other advisers as it deems necessary to carry out its responsibilities.  In fiscal year 2009, 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 Committee’s 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. Young’s salary to $314,600 and it remained unchanged in fiscal 2009.  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. Young’s 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. Young’s death or disability.   The Agreement also contains a non-compete provision for one year after the termination of Mr. Young’s employment.   The Amended Employment Agreement also provides that in the event that Mr. Young’s 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. Young’s 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, 2009, 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.

** Acceleration of stock option vesting is addressed in the 2007 Stock Incentive Plan

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. Kullback’s 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. Kullback’s death or disability.   The Agreement also contains a non-compete provision for one year after the termination of Mr. Kullback’s employment.   The Employment Agreement also provides that in the event that Mr. Kullback’s 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.  Under this agreement, if Mr. Kullback’s 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.  Had this termination without cause occurred at October 31, 2009, 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.

** Acceleration of stock option vesting is addressed in the 2007 Stock Incentive Plan

Terrance J. Kapsen Change In Control Agreement

On October 24, 2004, the Company and Mr. Kapsen entered into a Change-in-Control Agreement.  Under this agreement, if Mr. Kapsen’s 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. Kapsen for Good Reason (as these terms are defined in the Agreements), then he will be entitled to a lump-sum payment equal to his base salary.  In addition to these amounts, Mr. Kapsen would be entitled to a fee for out-placement services in an amount equal to $20,000 and the Company would continue to pay its portion of his health insurance for 24 months as if he were still employed.  Had this termination without cause occurred at October 31, 2009, the amount payable to Mr. Kapsen pursuant to his Change-in-Control Agreement would be approximately $220,000.

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 and (ii) William J. Kullback, our Chief Financial Officer, (together referred to as our “Named Executive Officers”) for the fiscal years ended October 31, 2009 and 2008. 

SUMMARY COMPENSATION TABLE

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Outstanding Equity Awards as of October 31, 2009

The following table sets forth certain information concerning stock option awards outstanding to the Named Executive Officers at October 31, 2009:

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(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, 2009. 

(2)  Mr. Young’s 13,333 unvested options vest on October 31, 2010.

(3)  Mr. Kullback’s unvested 6,666 option tranche vests as follows: one-half on April 1, 2010 and one-half on April 1, 2011.  Mr. Kullback’s unvested 20,000 option tranche vests as follows: one-half on May 19, 2010 and one-half 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, 2009.

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Stock Options and Restricted Stock Grants

Under the terms of the 2007 Stock Incentive Plan, we granted options 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, the date of our Annual Meeting of Shareholders, we granted 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, 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.

On June 3, 2009, we issued to each of these non-employee directors restricted stock grants for 6,667 shares vesting one third on each of June 3, 2010, June 3, 2011 and June 3, 2012.

The Board has not yet finalized the non-employee director equity awards to be granted for fiscal 2010 under the 2007 Plan, but is considering either the grant of stock options or restricted stock grants, in either case in an amount similar to past practices.

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 Baker Tilly Virchow Krause, LLP (“Baker Tilly Virchow Krause”), our independent registered public accounting firm.  Management of the Company is responsible for the preparation, presentation, and integrity of the Company's financial statements, the Company's accounting and financial reporting principles and internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations.  Our independent registered public accounting firm is responsible for auditing the Company's 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 this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm.  Management represented to the Audit Committee that the Company’s consolidated financial statements as of and for the fiscal year ended October 31, 2009 were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm.

The Audit Committee has discussed with the independent registered public accounting firm matters required to be discussed by the applicable Auditing Standards as periodically amended (including significant accounting policies, alternative accounting treatments and estimates, judgments and uncertainties).  In addition, the independent registered public accounting firm provided to the Audit Committee the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications to the Audit Committee concerning independence.  The Audit Committee and the independent registered public accounting firm have discussed the auditors’ independence from the Company and its management, including the matters in those written disclosures.

Additionally, the Audit Committee reviewed and pre-approved the services provided by Baker Tilly Virchow Krause other than audit services and considered whether the provision of these other services by Baker Tilly Virchow Krause is compatible with maintaining its  independence.  In reliance on the reviews and discussions with management and the independent auditors referred to above, the Audit Committee believes that the non-audit services provided by the independent registered public accounting firm are compatible with, and did not impair, auditor independence.

The Audit Committee also discussed with Baker Tilly Virchow Krause the overall scope and plans for their respective audits for the year 2010.  The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls and the overall quality of the Company's financial reporting.

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, 2009, as filed with the Securities and Exchange Commission.

Fiscal 2009 Members of the Audit Committee:

John R. Baudhuin  K. James Ehlen, M.D.    John C. Penn (Chair)

SHAREHOLDER PROPOSALS FOR 2011 ANNUAL MEETING

The Company anticipates holding its 2011 Annual Meeting on or about May 24, 2011 and anticipates mailing its materials on or about April 12, 2011.  The Secretary of the Company must receive any shareholder proposal intended for inclusion in the Company’s proxy material for the 2011 Annual Meeting of Shareholders no later than the close of business on December 10, 2010.

A shareholder who wishes to make a proposal for consideration at the 2011 Annual Meeting, but does not seek to include the proposal in the Company's proxy material, must notify the Secretary of the Company.  The notice must be received no later than February 25, 2011.  If the notice is not timely, then the persons named on the Company's proxy card for the 2011 Annual Meeting may use their discretionary voting authority when the proposal is raised at the meeting.

ANNUAL REPORT

The Annual Report of the Company for the year ended October 31, 2009, which includes the Company's 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 Company's website www.angeion.com or the SEC’s 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.

Other Matters

As of the date of this Proxy Statement, management knows of no other matters that may come before the 2010 Annual Meeting.  However, if matters other than those referred to above should properly come before the 2010 Annual Meeting, the individuals named on the enclosed proxy card intend to vote such proxy in accordance with their best judgment.