Sigma Labs Inc (SASI)

[Windbag1014]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12

SIGMA LABS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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X .

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SIGMA LABS, INC.

3900 Paseo del Sol

Santa Fe, New Mexico 87507

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Local Time on Wednesday, June 7, 2017

Dear Stockholders of Sigma Labs, Inc.:

The 2017 annual meeting of stockholders (the “Annual Meeting”) of Sigma Labs, Inc., a Nevada corporation, will be held on June 7, 2017 at 10:00 a.m. local time, at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, for the following purposes, as more fully described in the accompanying Proxy Statement:

1.
To elect one Class III director to serve until the 2020 annual meeting of stockholders and until his successor is duly elected and qualified;

2.
To approve separate amendments to our 2013 Equity Incentive Plan to (x) fix at 750,000 shares the aggregate number of shares of our common stock subject to the 2013 Equity Incentive Plan, and (y) fix at 300,000 shares the limitation on awards of stock options and stock appreciation rights under the 2013 Equity Incentive Plan during any twelve-month period to any one participant, which we refer to as the “Section 162(m) limitation”;

3.
To approve an amendment to our Amended and Restated Articles of Incorporation to increase the authorized number of shares of common stock from 7,500,000 to 30,000,000;

4.
To approve, by non-binding vote, the compensation of our named executive officers as disclosed in this proxy statement;

5.
To recommend, by non-binding vote, the frequency of future stockholder advisory votes to approve the compensation of our named executive officers;

6.
To ratify the appointment of Pritchett, Siler & Hardy, P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2017; and

7.
To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on April 11, 2017 as the record date for the Annual Meeting. Only stockholders of record on April 11, 2017 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

This Proxy Statement and our annual report can be accessed directly at the following Internet address: http://www.viewproxy.com/sigmalabsinc/2017.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of Sigma Labs, Inc. and look forward to either greeting you personally at the Annual Meeting or receiving your proxy.

By order of the Board of Directors

/s/ Mark J. Cola

Mark J. Cola

President, Chief Executive Officer and Director

Santa Fe, New Mexico

April 24, 2017



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Happy Easter everyone