8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 26, 2011

Angeion Corporation

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdictionof incorporation)

001-13543	41-1579150
(Commission File Number)	(IRS Employer Identification No.)
350 Oak Grove Parkway Saint Paul, Minnesota	55127-8599
(Address of principal executive offices)	(Zip Code)

(651) 484-4874

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Section 5         Corporate Governance and Management

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

On May 26, 2011, Angeion Corporation (the “Company”) and Gregg O. Lehman, Ph.D. entered into a Letter Agreement under which the Company agreed to pay Dr. Lehman an annualized base salary of $320,000 for his service as Interim Chief Executive Officer of the Company.   A copy of that agreement is attached as Exhibit 10.1 to this Form 8-K.

Item 5.07        Submission of Matters to a Vote of Security Holders

On May 26, 2011, the Company held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”).  Of the 3,875,376 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, 2,739,048 shares were present either in person or by proxy. 

The following describes the matters considered by the Company’s shareholders at the Annual Meeting and the results of the votes cast at the meeting:

Proposal 1.           To elect five directors of the Company to serve until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.

Nominee	For	Withhold	Broker Non-Vote
John R. Baudhuin	1,277,130	75,187	1,386,731
Gregory W. Beasley	1,284,821	67,496	1,386,731
Robert E. Munzenrider	1,284,781	67,536	1,386,731
Mark W. Sheffert	1,007,627	344,690	1,386,731
Rodney A. Young	978,370	373,947	1,386,731

Proposal 2.           To ratify and approve the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 31, 2011.

For	Against	Abstain
2,707,092	25,372	6,584

As a result, the shareholders elected each nominee as a director of the Company, and ratified and approved the appointment of Baker Tilly Virchow Krause, LLP as independent registered public accounting firm for the Company for the year ending October 31, 2011.

Exhibit No.	Description of Exhibit
10.1	Letter Agreement dated as of May 26, 2011 between Angeion Corporation and Gregg O. Lehman, Ph.D.

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SIGNATURES

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

	ANGEION CORPORATION
Dated:  June 2, 2011	By	/s/ Robert M. Wolf
		Robert M. Wolf      Chief Financial Officer

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EX-10.1

 

Exhibit 10.1

May 26, 2011

Gregg O. Lehman, Ph.D.

309 Haddon Court

Franklin, Tennessee  37067

Dear Gregg,

The purpose of this letter is to confirm an offer of employment as Interim Chief Executive Officer of Angeion Corporation on a temporary basis.  For purposes of this letter, “Company” refers to Angeion and its Medical Graphics Corporation subsidiary and New Leaf business unit.

Position:	Interim Chief Executive Officer
Date of Hire:	May 24, 2011
Base Salary:	$320,000 annually; (equivalent to $12,307.69 bi-weekly)
Expenses:	Expenses are reimbursed pursuant to the Medical Graphics Corporation travel and expense reimbursement policies.
Benefits:	As an employee of Angeion and Medical Graphics Corporation, you are eligible to participate in the benefit programs outlined in the benefit matrix provided to you.  New employees are eligible to participate in Medical Graphics' medical and dental benefit coverage completion of thirty days of employment. The Company agrees that you will accrue PTO (paid time off) at a rate equivalent to that of other Senior Executives, which is 200 hours per year.
	A benefit packet will be forwarded upon acceptance of this offer. Please complete all forms contained within the benefit packet and bring them within five days of acceptance of employment.
Pre-employment      Conditions:	This offer is contingent upon signing and returning this employment offer; signing and returning a non-disclosure form; an Angeion Code of Conduct policy statement; and successful completion of a background and reference check.

In consideration of accepting employment with the Company, you confirm that you are not constrained by any existing non-compete agreements from accepting employment and are not in violation of any non-compete obligations with present or past employers.

As an Angeion Corporation employee, you would be free to resign at any time, just as Angeion is free to terminate your employment at any time, with or without cause.

 

You also acknowledge that this offer letter, along with the final form of any referenced documents, represents the entire agreement between you and the Company and that no verbal or written agreements, promises or representations that are not specifically stated in this offer, are or will be binding upon the Company.

In accepting this offer, you agree to keep the content confidential and not to discuss or disclose any of its content with other individuals outside of your immediate family.

Kindest regards,

/s/  Sheryl A. Rapheal

Sheryl A. Rapheal
Chief Compliance Officer
Vice President of Human Resources and Administration

Signatures:

/s/  Mark W. Sheffert

Mark W. Sheffert
Chairman of the Board of Directors

/s/ Gregg O Lehman

Gregg O Lehman

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