NOTICE OF ANNUAL MEETING

Dear Shareholder:

On Friday, June 24, 2011, Amerigon Incorporated (the “Company,” “Amerigon,” “we” or “us”), will hold its 2011 Annual Meeting at the Company’s offices located at 21680 Haggerty Road, Suite 101, Northville, Michigan 48167. The meeting will begin at 9:30 a.m. (local time).

Only holders of the Company’s common stock at the close of business on the record date, May 10, 2011 are eligible to vote at the Annual Meeting or any adjournments that may take place. At the Annual Meeting, the Company’s shareholders will be asked to consider and act on the following matters:

1. The election of directors to the Board of Directors;

2. The ratification of the appointment of Grant Thornton LLP to act as the Company’s registered independent accountants for the year ended December 31, 2011;

3. The approval, on an advisory basis, of the compensation of our “named executive officers,” as such officers are determined pursuant to the compensation disclosure rules of the Securities and Exchange Commission;

4. The approval, on an advisory basis, of whether an advisory vote on the compensation of our named executive officers should occur once every one, two or three years;

5. The approval, under Nasdaq Marketplace Rule 5635, of the potential issuance of additional securities to holders of shares of our recently-issued Series C 8% Convertible Preferred Stock (the “Series C Preferred Stock”) in the form of common stock (A) in lieu of cash dividends on the Series C Preferred Stock and (B) upon conversion or redemption of the Series C Preferred Stock; however, approval is only being sought with respect to any such additional securities that would result in such holders having received, in the aggregate in connection with the issuance of the Series C Preferred Stock, 20% or more of our outstanding common stock, calculated prior to the issuance of the Series C Preferred Stock;

6. The approval of a proposal to amend our Articles of Incorporation to increase the authorized number of shares of our common stock from 30,000,000 to 55,000,000;

7. The approval of the proposed Amerigon Incorporated 2011 Equity Incentive Plan, covering 850,000 shares of our common stock, conditioned upon the approval of the proposal set forth in item 6 above; and

8. Such other business as may properly be presented at the meeting.

All shareholders are cordially invited to attend the meeting. Whether or not you expect to attend the meeting, please complete, date and sign the enclosed proxy and return it in the prepaid envelope as promptly as possible to ensure your representation at the meeting.

A copy of our 2010 Annual Report, which includes audited financial statements for the year ended December 31, 2010, is being mailed with this Proxy Statement. We expect that the Definitive Proxy Statement and accompanying proxy will be released to shareholders on or about May 20, 2011.

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QUESTIONS AND ANSWERS

Proposal 1: The election of directors to the Board of Directors. The election is described on page 5 and information about the nominees can be found beginning on page 24.

Proposal 2: The ratification of the appointment of Grant Thornton LLP to act as the Company’s registered independent accountants for the year ended December 31, 2011. The ratification is described beginning on page 6.

Proposal 3: A proposal to approve, on an advisory basis, the compensation of our named executive officers. This proposal is described beginning on page 7.

Proposal 4: A proposal to approve, on an advisory basis, whether an advisory vote on the compensation of our named executive officers should occur once every one, two or three years. This proposal is described beginning on page 8.

Proposal 5: A proposal, under Nasdaq Marketplace Rule 5635, to approve the issuance of additional securities to holders of shares of Series C Preferred Stock in the form of common stock (A) in lieu of cash dividends on the Series C Preferred Stock and (B) upon conversion or redemption of the Series C Preferred Stock; however, approval is only being sought with respect to any such additional securities that would result in such holders having received, in the aggregate in connection with the issuance of the Series C Preferred Stock, 20% or more of our outstanding common stock, calculated prior to the issuance of the Series C Preferred Stock. This proposal is described beginning on page 9.

Proposal 6: A proposal to amend our Articles of Incorporation to increase the authorized number of shares of our common stock from 30,000,000 to 55,000,000. This proposal is described beginning on page 13.

Proposal 7: A proposal to approve the Amerigon Incorporated 2011 Equity Incentive Plan covering 850,000 shares of our common stock, conditioned upon the approval of Proposal 6 set forth above. This proposal is described beginning on page 15.

(i) FOR each of its nominees to serve on the Board of Directors;

(ii) FOR the proposal to ratify the appointment of Grant Thornton LLP as our registered independent accountants for the year ending December 31, 2011;

(iii) FOR the approval, on an advisory basis, of the compensation of our named executive officers;

(iv) FOR the approval, on an advisory basis, of the option of every year as the frequency with which shareholders are provided an advisory vote on the compensation of named executive officers;

(v) FOR the approval of the issuance of additional securities to holders of shares of Series C Preferred Stock that would result in such holders having received, in the aggregate in connection with the issuance of the Series C Preferred Stock, 20% or more of our outstanding common stock, calculated prior to the issuance of the Series C Preferred Stock;

(vi) FOR the adoption of the proposed amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 30,000,000 to 55,000,000; and

(vii) FOR the proposal to approve the Amerigon Incorporated 2011 Equity Incentive Plan, covering 850,000 shares of our common stock, conditioned upon the approval of Proposal 6 set forth above.

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Your attendance at the meeting will not have the effect of revoking any proxy you have given unless you give written notice of revocation to Mr. Steele before the proxy is voted.

Proposal 1: With respect to the election of directors, the seven nominees who receive the most votes will be elected directors. Withheld votes and broker non-votes will have no effect on the outcome of the vote.

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Proposal 2: The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to ratify the appointment of Grant Thornton LLP to act as our registered independent accountants for the year ended December 31, 2011. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Proposal 3: The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to approve, on an advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Proposal 4: The option of one year, two years or three years that receives the highest number of votes cast at the Annual Meeting will receive advisory approval of the frequency for the advisory vote on named executive officer compensation that has been selected by the shareholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Proposal 5: Approval of the issuance of additional securities to holders of shares of Series C Preferred Stock that would result in such holders having received, in the aggregate in connection with the issuance of the Series C Preferred Stock, 20% or more of our outstanding common stock, calculated prior to the issuance of the Series C Preferred Stock, requires an affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote. Although the Series C Preferred Stock is non-voting, if any shares of common stock were issued upon conversion of the Series C Preferred Stock prior to the record date, such shares shall not be entitled to vote on this proposal.

Proposal 6: The affirmative vote of a majority of our outstanding common stock will be necessary to adopt the amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 30,000,000 to 55,000,000. Broker non-votes will be counted towards the vote total for this proposal and will have the same effect as “against” votes.

Proposal 7: The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to approve the Amerigon Incorporated 2011 Equity Incentive Plan; provided, however, that such approval is subject to approval of Proposal 6 above, which requires the affirmative vote of a majority of our outstanding common stock. Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

Other Matters: If any other matter is properly submitted to the shareholders at the Annual Meeting, its adoption will generally require the affirmative vote of a majority of the votes cast at the Annual Meeting. The Board of Directors does not propose to conduct any business at the Annual Meeting other than as stated above.

Although there is no requirement that the appointment of Grant Thornton LLP be terminated if Proposal No. 2 fails, our Audit Committee will consider the appointment of other registered independent accounting firms if the shareholders choose not to ratify the appointment of Grant Thornton LLP.

Although the advisory votes in Proposal Nos. 3 and 4 are not binding on the Company, the Board of Directors and/or the respective Committee will take your vote into consideration in determining future activities.

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If you decide to cumulate your votes, and you comply with the requirements described above, you will be entitled to cast a number of votes equal to the number of shares you hold multiplied by seven (the number of directors to be elected). You may then decide to cast these votes for a single nominee or to distribute your votes among two or more nominees. If any shareholder cumulates votes for directors, every other shareholder will also be entitled to cumulate votes for directors.

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MATTERS TO BE VOTED ON

Proposal 1: Election of Directors

There are seven nominees for election to the Board of Directors of the Company:

Lon E. Bell, Ph.D.

Francois J. Castaing

Daniel R. Coker

John M. Devine

Maurice E.P. Gunderson

Oscar B. Marx III

James J. Paulsen

Each nominee is a current member of the Board of Directors. Information about each nominee can be found beginning on page 24.

Vote Required

With respect to the election of directors, the seven nominees who receive the most votes will be elected directors. Withheld votes and broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends a vote FOR each of the nominees.

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Proposal 2: Ratification of Appointment of Grant Thornton LLP

Our Audit Committee has appointed Grant Thornton LLP as our registered independent accounting firm for the year ending December 31, 2011, and the Board of Directors and the Audit Committee recommend that the shareholders ratify this appointment.

Although there is no requirement that the appointment of Grant Thornton LLP be terminated if the ratification fails, the Audit Committee will consider the appointment of other registered independent accounting firms if the shareholders choose not to ratify the appointment of Grant Thornton LLP. The Audit Committee may terminate the appointment of Grant Thornton LLP as our registered independent accounting firm without the approval of shareholders whenever the Audit Committee deems such termination appropriate.

Grant Thornton LLP, acting as our independent accountants, has reported on our December 31, 2010 financial statements in our 2010 Annual Report, which was filed with the SEC on Form 10-K on February 17, 2011, and has served as our independent accountants for four years. A representative of Grant Thornton LLP is expected to be present at the Annual Meeting and will have the opportunity to make a statement at the meeting if he or she desires to do so. The representative will also be available to respond to appropriate questions.

It is the Audit Committee’s policy and practice to review and approve in advance all services, audit and non-audit, to be rendered by the Company’s independent auditor. The Audit Committee does not delegate this responsibility or any other committee function to Company management.

Fees billed by Grant Thornton LLP for 2010 and 2009 (in thousands), all which were approved by the Audit Committee in accordance with its established policies and procedures, were as follows:

The Company’s independent auditor does not generally provide tax compliance, tax advice and tax planning services to the Company. A separate firm has been engaged by the Company to provide such services.

Vote Required

The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to ratify the appointment of Grant Thornton LLP to act as our registered independent accountants for the year ended December 31, 2011. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends a vote FOR ratification of the appointment of Grant Thornton LLP as our registered independent accountants for the year ending December 31, 2011.

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Proposal 3: Advisory Vote on Named Executive Officer Compensation

Our Board of Directors requests that shareholders provide advisory, non-binding, approval of the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with the SEC’s rules (commonly known as a “say-on-pay” proposal). We recognize the interest our shareholders have in the compensation of our executives and we are providing this advisory proposal in recognition of that interest and as required by the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act.

As described in detail under the heading “Executive Compensation – Compensation Discussion and Analysis” beginning on page 39, our named executive officer compensation program is designed to attract, motivate, and retain our named executive officers, who are critical to our success, and ensure alignment of the interests of such persons with our shareholders. Under this program, our named executive officers are rewarded for their service to the Company, the achievement of specific performance goals and the realization of increased shareholder value. We believe our named executive officer compensation programs also are structured appropriately to support our business objectives, as well as to support our culture. The Compensation Committee regularly reviews the compensation programs for our named executive officers to ensure the fulfillment of our compensation philosophy and goals.

Please read the “Executive Compensation – Compensation Discussion and Analysis,” beginning on page 39, and the named executive officer compensation tables, beginning on page 43, for additional details about our named executive officer compensation program and the amount of compensation paid to our named executive officers in 2010.

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Executive Compensation – Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. We value the opinions of our shareholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Vote Required

The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to approve, on an advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

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Proposal 4: Advisory Vote on the Frequency of an Advisory Vote on Named Executive Officer Compensation

The Dodd-Frank Act also enables our shareholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, such as Proposal 3 included in this Proxy Statement. By voting on this Proposal 4, shareholders may indicate whether they would prefer an advisory vote be held on named executive officer compensation once every one, two, or three years.

After careful consideration, our Board of Directors has determined that an advisory vote on named executive officer compensation that occurs every year is the most appropriate alternative for the Company, and therefore our Board of Directors recommends that you vote for a one-year interval for the advisory vote on named executive officer compensation. An annual advisory vote on named executive officer compensation will allow our shareholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement as quickly as possible. Additionally, an annual advisory vote on named executive officer compensation is consistent with the annual performance goals for our named executive officers. We understand that our shareholders may have different views as to what is the best approach for the Company, and we look forward to hearing from our shareholders on this proposal.

This vote is advisory and not binding on the Board of Directors or the Company in any way, and therefore the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on named executive officer compensation more or less frequently than the option approved by our shareholders.

Vote Required

The option of one year, two years or three years that receives the highest number of votes cast at the Annual Meeting will be the frequency for the advisory vote on named executive officer compensation that has been selected by shareholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends a vote for the approval on an advisory basis of the option of every year as the frequency with which shareholders are provided an advisory vote on the compensation of named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC.

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Proposal 5: A proposal, under Nasdaq Marketplace Rule 5635, to approve the issuance of additional securities to holders of shares of Series C Preferred Stock in the form of common stock (A) in lieu of cash dividends on the Series C Preferred Stock and (B) upon conversion or redemption of the Series C Preferred Stock; however, approval is only being sought with respect to any such additional securities that would result in such holders having received, in the aggregate in connection with the issuance of the Series C Preferred Stock, 20% or more of our outstanding common stock, calculated prior to the issuance of the Series C Preferred Stock.

Our common stock is listed on the Nasdaq Global Select Market, and we are subject to the Nasdaq listing standards set forth in its Marketplace Rules. Under Nasdaq Marketplace Rule 5635, shareholder approval is required in connection with the issuance of securities that represent 20% or more of our outstanding common stock (calculated on the date of the applicable transaction, but prior to the securities being issued) (“Outstanding Common Stock”), subject to certain exceptions that are not applicable in our case.

On March 31, 2011, we issued 7,000 shares of Series C Preferred Stock that are convertible into shares of our common stock representing, in the aggregate, 19.9% of our Outstanding Common Stock. As described below, the shares of Series C Preferred Stock accumulate dividends at a rate of 8% per annum (“Regular Dividends”). In the event of a conversion of shares of Series C Preferred Stock by a holder, we are obligated to pay such holder an amount equal to the Regular Dividends that would have been paid on such converted stock through the scheduled date of mandatory redemption of such converted stock as if such stock had not been converted (“Make-Whole Dividends”). Under certain circumstances, we are entitled to pay Regular Dividends and Make-Whole Dividends in the form of additional shares of common stock (“Dividend Shares”), but the issuance of Dividend Shares would be expected to cause the total number of shares of common stock issued in connection with the Series C Preferred Stock to represent 20% or more of our Outstanding Common Stock. Accordingly, we need shareholder approval in order to issue Dividend Shares to the extent that the issuance of such Dividend Shares would cause the total number of shares of common stock issued in connection with the Series C Preferred Stock to represent 20% or more of our Outstanding Common Stock (“Excess Dividend Shares”).

In addition, the terms of the Series C Preferred Stock provide that, under certain circumstances, shares of Series C Preferred Stock may be converted, or are required to be redeemed, at varying conversion or redemption rates. Under certain circumstances, we are entitled to pay the redemption price with respect to redeemed shares of Series C Preferred Stock in the form of additional shares of common stock (a “Stock-Based Redemption”). If shareholder approval is not received and a conversion or a Stock-Based Redemption of Series C Preferred Stock would result in the issuance of common stock representing, together with the other securities issued to the holders of Series C Preferred Stock (including any Dividend Shares), 20% or more of our Outstanding Common Stock, we would be unable to issue those shares of common stock that represent 20% or more of our Outstanding Common Stock (“Excess Conversion/Redemption Shares”) and would be required to pay cash equivalents instead.

The total number of shares of common stock required to be issued in lieu of cash payments as Dividend Shares and in connection with a Stock-Based Redemption is based on a formula tied to the future market price of our common stock (generally, such formula values our common stock as the lower of the then-current conversion price and 90% of the arithmetic average of the fifteen (15) lowest volume-weighted average prices during the twenty (20) consecutive trading day period ending two (2) trading days immediately prior to the applicable date of determination (the “Average Market Price”); the current conversion price is $15.83 (this conversion price is adjusted upon the occurrence of certain corporate events such as a common stock split, a recapitalization or other similar events)).

We cannot predict (1) the future price of our common stock, (2) if or when any holders of the Series C Preferred Stock may exercise their conversion rights, (3) whether we will conclude to issue any Dividend Shares in lieu of cash or (4) whether we will conclude to issue shares of common stock in a Stock-Based Redemption in lieu of cash. Due to this lack of predictability, it is not possible to determine how many shares of our common

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stock would be issued as Excess Dividend Shares and/or Excess Conversion/Redemption Shares (collectively, “Excess Shares”). For illustration purposes, however, the following table sets forth the maximum number of shares of common stock that would be issued as Excess Shares assuming various Average Market Prices and assuming that such Average Market Prices remained constant at all relevant times:

Under the terms of the sale and purchase, the holders of Series C Preferred Stock are limited in their ability to manipulate the market price of our common stock during the measurement periods used in the above formula as such formula is applied to mandatory redemption dates (which dates coincide with periodic dividend payment dates). Specifically, during the market price measurement period described in such formula, holders of Series C Preferred Stock may not sell shares of our common stock at a price below the applicable conversion price in excess of (1) the number of shares that would be required to satisfy the required redemption obligation measured at the beginning of such period and (2) 15% of the aggregate trading volume of our common stock for any trading day during such period. Furthermore, during such market price measurement period, holders of Series C Preferred Stock may not hold a “net short position” in our common stock, meaning an excess of executed short sales over long positions held.

We are seeking shareholder approval to pay Excess Shares to holders of shares of Series C Preferred Stock. We believe that it is in the best interests of the Company and the shareholders to have the flexibility to pay the Excess Shares in lieu of cash. Such flexibility would give us the ability to preserve cash, should the need to do so arise.

Description of the Series C Preferred Stock

The terms and conditions of the Series C Preferred Stock are governed by the Certificate of Designation. A copy of the Certificate of Designation was attached as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2011, and this description of the material terms of the Certificate of Designation is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

Holders of our Series C Preferred Stock are entitled to receive out of funds legally available therefor, dividends payable in cash, our common stock, or any combination thereof, at the rate of 8% per annum, payable

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quarterly in arrears on September 1, December 1, March 1 and June 1 of each year, commencing September 1, 2011. Dividends on our Series C Preferred Stock will be cumulative from the date of initial issuance.

Each share of Series C Preferred Stock has a liquidation preference of the greater of (i) the sum of the stated value ($10,000), accrued and unpaid dividends and the amount of all future dividends through the maturity date that would have been received in the absence of liquidation, and (ii) an amount that a holder would have received in liquidation had the Series C Preferred Stock been converted immediately prior to the event of liquidation. Furthermore, each share of Series C Preferred Stock is convertible, subject to certain limitations, into shares of our common stock at an initial conversion rate of 632 shares of common stock for each share of Series C Preferred Stock, subject to specified adjustments, which is equal to an initial conversion price of $15.83 per share.

The Company is obligated to redeem the outstanding shares of Series C Preferred Stock in nine equal quarterly installments beginning on September 1, 2011 and ending on September 1, 2013 (which date may be extended by holders of our Series C Preferred Stock, subject to certain conditions) by paying cash, our common stock or any combination thereof of $10,000 per share plus accumulated and unpaid dividends.

Description of Common Stock to be Issued as Excess Shares

A description of the rights and privileges of our common stock that we propose to issue as Excess Shares, and certain other matters relating to our common stock, are set forth below.

Par value . Our common stock is without par value.

Voting Rights . Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the shareholders. Under our Articles of Incorporation and Bylaws, our shareholders may cumulate votes for directors if (A) the nominee’s or nominees’ names were placed in nomination prior to the commencement of voting, and (B) a shareholder has given notice of such shareholder’s intention to cumulate votes prior to the commencement of voting.

Dividends . Subject to preferences applicable to our outstanding shares of preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our Board of Directors out of legally available funds.

Liquidation . In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences . Holders of common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of preferred stock currently outstanding or that we may designate in the future.

Fully Paid and Nonassessable . The shares of common stock to be issued will be fully paid and nonassessable.

Listing of our common stock . We expect that the shares of our common stock to be issued will be listed on The NASDAQ Global Select Market under the symbol “ARGN.”

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Dilution and Impact of the Proposed Issuance on Existing Shareholders

The proposed issuance will have a dilutive effect on our current shareholders in that the percentage ownership of such current shareholders will decline as a result of the proposed issuance. This means that our current shareholders will own a smaller interest in us as a result of the proposed issuance and will have less ability to influence corporate decisions requiring shareholder approval.

Upon the issuance of the Excess Shares, the holders of Series C Preferred Stock will, in the aggregate, own more than 20% of our outstanding common stock. This concentration of voting power could enable these shareholders to control the outcome of any corporate transaction or other matter put to a vote of our shareholders in the future, including a vote for the election of directors and the approval of mergers and other business combinations.

Financial and Other Information

The financial statements, quarterly data, management’s discussion and analysis of financial condition and results of operations, changes in and disagreements with accountants on accounting and financial disclosure and market risk disclosures contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 are incorporated herein by reference.

Effect of Failure to Obtain Shareholder Approval

If shareholder approval for this proposal is not obtained at the Annual Meeting, we will not issue any Excess Shares and will be required to pay any amounts that could have been satisfied by the issuance of such shares in cash. This may result in a cash shortage at certain future dates. In addition, if shareholder approval is not obtained, we will be required to hold an additional shareholder meeting within six months of the Annual Meeting and each calendar quarter thereafter until such approval is obtained.

Vote Required

Approval of this proposal requires an affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends a vote FOR the approval of the issuance of additional securities to holders of shares of Series C Preferred Stock that would result in such holders having received, in the aggregate in connection with the issuance of the Series C Preferred Stock, 20% or more of our outstanding common stock.

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Proposal 6: Approval of the Adoption of the Proposed Amendment to our Articles of Incorporation to Increase the Authorized Number of Shares of our Common Stock from 30,000,000 to 55,000,000

We are asking our shareholders to approve the proposed amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 30,000,000 to 55,000,000. The Board of Directors believes that it is in the best interests of the Company and all of its shareholders to amend our Articles of Incorporation to increase the authorized shares of common stock. If the shareholders approve this proposal, Article III, Section A of our Articles of Incorporation would be changed as set forth below:

“The total number of shares which the corporation is authorized to issue is 35,000,000 60,000,000 , of which 30,000,000 55,000,000 shall be Common Stock, without par value, and 5,000,000 shall be Preferred Stock, without par value.”

The Board of Directors believes the current level of authorized common stock constrains the Company’s ability to conduct business in a manner intended to support growth and to enhance shareholder value. The Board of Directors considers the proposed increase in the number of authorized shares of common stock desirable because, assuming shareholder approval of Proposal 5, it would give the Company the necessary flexibility to issue common stock in lieu of cash dividends payable to the holders of Series C Preferred Stock and to issue common stock in lieu of cash payments that might otherwise be due in the event of a conversion or redemption of Series C Preferred Stock. Furthermore, an increase in the number of authorized common stock gives the Company the ability to raise additional capital through the sale of common stock and acquire other businesses in exchange for shares of common stock.

The proposed amendment to the Company’s Articles of Incorporation will ensure that the Company will continue to have an adequate number of authorized and unissued shares of common stock available for future use. As of May 16, 2011, there were 22,238,530 shares of the common stock outstanding, 4,424,000 shares of common stock reserved for issuance upon the conversion of the Series C Preferred Stock, and 2,052,772 shares of common stock reserved for issuance upon the exercise of outstanding options, leaving only 1,284,698 shares of common stock available for future use.

As is the case with the shares of common stock which are currently authorized but unissued, if this proposal to amend the Company’s Articles of Incorporation to increase the authorized number of shares of common stock is approved by the shareholders, the Board of Directors will have authority to issue additional shares of common stock from time to time without further action on the part of shareholders, except as may be required by applicable law or by the rules of any stock exchange or market on which the Company’s securities may then be listed or authorized for quotation.

Our Articles of Incorporation do not include any preemptive or other rights of shareholders to subscribe for any shares of common stock which may in the future be issued by the Company, which means that current shareholders do not have a prior right to purchase any new issue of common stock in order to maintain their proportionate ownership of common stock. We have, however, granted the holders of Series C Preferred Stock a limited right to participate in our future issuances of stock. Such right gives the holders of Series C Preferred Stock the ability, for two years from March 31, 2011, to purchase, in the aggregate, up to 30% of the stock we offer for sale at the same price that we offer to other buyers of such stock.

Although we do not have any specific plans, arrangements or understandings for the newly authorized but unissued shares of common stock that would be available following the increase in authorized shares, (A) we do have the ability to pay dividends on the Series C Preferred Stock or other amounts due to the holders of Series C Preferred Stock upon conversion or redemption in the form of shares of common stock, rather than cash, and we would consider doing so if, in the judgment of the Board of Directors, it was in the best interests of the Company and its shareholders and (B) if the increase in authorized shares of common stock is approved by the shareholders and if the new incentive plan described in Proposal 7 is approved by the shareholders, we would expect to reserve 850,000 of our authorized shares for issuance pursuant to the new incentive plan.

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The additional shares of common stock that we are seeking authorization for may be used for such corporate purposes as the Board of Directors may determine from time to time to be necessary or desirable. These purposes may include, without limitation: paying common stock in lieu of cash to the holders of Series C Preferred Stock, as described above, issuing shares under our incentive plans, including under the new incentive plan described in Proposal 7, raising capital through the sale of common stock and acquiring other businesses in exchange for shares of common stock.

The authorization of the additional shares of common stock by this proposal would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, but, to the extent that the additional authorized shares are issued in the future, it will decrease the existing shareholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to existing shareholders and have a negative effect on the trading price of our common stock.

The increase in the number of authorized shares of common stock could have unintended effects. For example, if our Board of Directors issues additional shares in the future, such issuance could dilute the stock ownership and voting power of, or increase the cost to, a person seeking to obtain control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or other extraordinary transaction. The amendment to our Articles of Incorporation to increase the number of authorized shares is not being proposed in response to any known effort or threat to acquire control of the Company and is not part of a plan by management to thwart such efforts.

Implementation

If the amendment is approved by our shareholders, we must file an amendment with the Michigan Department of Energy, Labor and Economic Growth (“MDLEG”) in order for the amendment to become effective. If we obtain shareholder approval of the amendment, we intend to file the amendment with MDLEG as soon as practicable.

Effect of Failure to Obtain Shareholder Approval

If we do not obtain shareholder approval for this proposal to amend our Articles of Incorporation to increase the authorized number of shares of our common stock from 30,000,000 to 55,000,000, (A) we are not likely to have the ability to pay certain dividends on the Series C Preferred Stock or other amounts due to the holders of Series C Preferred Stock upon conversion or redemption in the form of shares of common stock, rather than in cash, (B) we would not implement the new incentive equity plan described in Proposal 7, even if approved by the shareholders and (C) we will be required, under the terms of our agreements with the holders of Series C Preferred Stock to hold an additional shareholder meeting within six months of the Annual Meeting and each calendar quarter thereafter until such approval is obtained.

Vote Required

The affirmative vote of a majority of our outstanding common stock will be necessary to approve the adoption of the proposed amendment to our Articles of Incorporation. Broker non-votes will be counted towards the vote total for this Proposal 6 and will have the same effect as “against” votes.

The Board of Directors unanimously recommends a vote FOR the approval of the adoption of the proposed amendment to our Articles of Incorporation.

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Proposal 7: Approval of the Amerigon Incorporated 2011 Equity Incentive Plan

The shareholders are being asked to approve the Amerigon Incorporated 2011 Equity Incentive Plan (the “Plan”). The Plan permits the granting of the following types of “Awards”: (A) stock options, including both nonqualified options and incentive options (“Options”), (B) stock appreciation rights (“SARs”), (C) restricted stock and restricted stock units (“RSUs”), (D) performance-based shares (“Performance Shares”), and (E) other awards which are denominated or payable in, valued by reference to, or otherwise based on our common stock, including rights to make an outright purchase of unrestricted or restricted stock (“Other Stock-Based Awards”). Awards may only be issued to key employees, outside directors, consultants and advisors of the Company and its subsidiaries. Awards of restricted stock, RSUs, Performance Shares and Other Stock-Based Awards are referred to as “Full Value Awards.” Unlike Options and SARs, a recipient of a Full Value Award receives, in most cases, the entire value of the underlying shares at the time the Award is granted. Awards of Options and SARs, on the other hand, typically provide the recipient with value only upon an increase in the market price of the underlying shares. The Plan contains restrictions on repricing and liberal share counting.

The Board of Directors believes that it is in the best interest of the Company and its shareholders for the Company to be in a position to offer Awards to key employees, outside directors, consultants and advisors in accordance with the terms of the Plan. Such Awards provide incentive to such key individuals to make significant and extraordinary contributions to our long-term performance and growth. In addition, such awards align the interests of key employees, outside directors, consultants and advisors with the interests of our shareholders and help us attract and retain key individuals with exceptional ability. As of December 31, 2010, there remained 1,681,101 shares available for grant under the 2006 Equity Incentive Plan (the “2006 Plan”). However, in connection with the sale of Series C Preferred Stock, to make more shares available for issuance upon conversion or redemption of the Series C Preferred Stock, we amended the 2006 Plan to reduce the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2006 Plan after March 30, 2011 to 159,751 shares of common stock plus the amount of forfeited shares that become available for reissuance under the 2006 Plan after March 30, 2011, whether or not such forfeited shares were issued before, on or after March 30, 2011. As a result, the total number of shares of common stock issuable under the 2006 Plan was reduced by 1,400,000 shares from 3,600,000 to 2,200,000. While our reduction in the number of shares issuable under the 2006 Plan was important to allow us to complete the sale of the Series C Preferred Stock, it leaves us with very few shares available to be awarded to key employees, outsider directors, consultants and advisors. Furthermore, if we complete the acquisition of W.E.T. Automotive Systems AG as currently planned, we would expect there to be an increased need to provide Awards to a larger group of key individuals.

The proposal to approve the Amerigon Incorporated 2011 Equity Incentive Plan is conditioned upon the approval to increase the number of authorized shares as described in Proposal 6.

The full text of the Plan is set forth on Appendix A to this Proxy Statement. The major features of the Plan are summarized below, and are very similar to the 2006 Plan, but each shareholder should review the Plan itself for a full understanding of its contents.

Administration; Plan Participants

The Plan authorizes the Compensation Committee to interpret the Plan, to promulgate, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for its administration. Unless otherwise determined by the Board of Directors, the Compensation Committee’s determinations and interpretations under the Plan will be binding on participants. Under the Plan, the Company has agreed to indemnify the Compensation Committee members for reasonable expenses incurred in connection with the defense of any action, suit or proceeding involving any action or failure to act with respect to the Plan (other than matters where the Compensation Committee member is determined to have acted in bad faith).

Participants are chosen by the Compensation Committee from among those individuals who are or who become key employees (including officers and directors), outside directors, consultants and advisors who, in the judgment of the Compensation Committee, are or will become responsible for the Company’s direction and

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financial success. The Compensation Committee determines those eligible participants or classes of participants to be granted Awards, the type of Award and the amounts, terms and conditions of the Awards.

Amendment or Termination of the Plan

The Plan may be terminated or, subject to the following paragraph, amended at any time by the Board of Directors. Unless sooner terminated, the Plan will terminate 10 years after its adoption by the Board of Directors, and no Awards may be awarded under the Plan thereafter. The termination of the Plan will not affect the validity of any Award outstanding on the date of termination.

For purposes of conforming to any changes in applicable law or governmental regulations, or for any other lawful purpose, the Board of Directors has the right, with or without approval of the Company’s shareholders, to amend or revise the terms of the Plan at any time; however, no such amendment or revision can (A) with respect to the Plan, increase the maximum number of shares in the aggregate which are subject to the Plan or with respect to which Awards may be made to individual participants (other than anti-dilution adjustments), materially change the class of persons eligible to be participants under the Plan or establish additional and different business criteria on which performance share goals are based without approval or ratification of the Company’s shareholders; or (B) with respect to an Award previously granted under the Plan, except as otherwise specifically provided in the Plan, alter or impair any such Award without the consent of the holder thereof.

Maximum Awards

Subject to adjustment as described below, Awards may be granted for a maximum of 850,000 shares of common stock during the term of the Plan. Of this amount, the maximum number that may be issued in the form of Full Value Awards is limited to 50,000 shares. Under the Plan, if any shares subject to any Award are forfeited, or if any such Award terminates without the delivery of shares or other consideration, the shares previously used or reserved for such Awards will be available for future Awards. The aggregate fair market value (determined at the time an incentive option is granted) of shares with respect to which incentive options are exercisable for the first time by any individual during any calendar year cannot exceed $100,000. The amount of cash and the value of any property paid to any individual during any calendar year in settlement of a Performance Share cannot exceed $1,000,000.

The Compensation Committee, in its discretion, may adjust the number of shares which may be made the subject of new Awards or are then subject to outstanding Awards, the option price with respect to each outstanding stock option, the grant value with respect to outstanding SARs, the aggregate number of shares available at any time under the Plan and the number of options automatically granted to outside directors upon their initial election to the Board of Directors and on the first business day of each year thereafter to reflect such events as a stock split, stock dividend, or other extraordinary corporate event. The Awards that may be granted under the Plan cannot presently be determined. In addition, nothing in the Plan prevents the Company from adopting or continuing in effect other or additional compensation arrangements.

Awards

Awards granted under the Plan will be evidenced by a written agreement between the Company and each participant, which will be in accordance with the Plan and may contain restrictions and limitations that do not violate the terms of the Plan. Subject to the terms of the Plan, the Compensation Committee may grant a participant one or more of the following Awards and any combination thereof:

Stock Options and SARs

The Compensation Committee in its discretion may grant either incentive options meeting the definition of incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Code”) or nonqualified options not meeting such definition, or any combination of incentive and nonqualified options. The

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option price for incentive options may not be less than 100% (110% for a participant owning 10% or more of our voting stock) of the fair market value of the common stock on the grant date. The option price for nonqualified options may not be less than 100% of the fair market value of the common stock on the grant date. Incentive options may only be granted to an employee of the Company or any of the subsidiaries in which the Company owns directly or indirectly 50% or more of the combined voting power of all classes of its stock.

SARs may be granted in conjunction with or independent of any stock option granted under the Plan. A SAR granted in conjunction with a stock option may either be an alternative right or an additional right. The exercise of a SAR granted as an alternative right will terminate the stock option to the extent of the number of shares with respect to which the SAR is exercised and vice versa. For SARs granted as an additional right, both the SAR and the stock option may be exercised. Upon exercise of a SAR, a participant is generally entitled to receive an amount equal to the difference between the fair market value of the shares with respect to which the participant exercises the SAR at the time of grant and the fair market value of the shares with respect to which the participant exercises the SAR at the time of exercise. This amount may be payable in cash or shares of common stock or any combination thereof.

Incentive options and related SARs are generally nontransferable by a participant other than by will or the laws of descent and distribution. Stock options and SARs will be exercisable, during the lifetime of the participant, only by the participant. However, the Compensation Committee in its discretion may permit the transfer of a nonqualified option or any related or independently granted SAR.

At the time of exercise, the option price for the exercise of options must be paid in full in cash or, with the consent of the Compensation Committee, in common stock. In the discretion of the Compensation Committee, payment may also be made by (A) the Company retaining from the shares to be delivered upon exercise of the option that number of shares having the fair market value on the date of exercise equal to the option price, (B) by delivery of irrevocable instructions to a stock broker to promptly deliver to the Company full payment of the option price of the shares so purchased from the proceeds of the stock broker’s sale of, or loan against, such shares (a “Regulation T Stock Option Exercise”), or (C) if the Company has a stock repurchase program in effect, by requesting that the Company repurchase and retain the repurchase price for the number of shares having a fair market value equal to the option price.

Automatic Director Options

As is the case under the 2006 Plan, the Plan provides for each non-employee director (referred to herein as an “outside director”) to be automatically granted a nonqualified option to purchase 10,000 shares of common stock (A) when first elected or appointed to the Board of Directors, and (B) annually on the first business day of each calendar year during the term of the Plan (each option so granted is referred to herein as an “Automatic Director Option”); however, no Automatic Director Options are to be granted to outside directors under the Plan if such outside director is also receiving similar options under any other Amerigon equity incentive plan (to avoid duplication). The Plan provides that each Automatic Director Option will have a purchase price per share equal to 100% of the fair market value of the common stock on the date of grant, become exercisable on the first anniversary of the date of grant and expire ten years after the date of grant.

If an outside director ceases to be a member of the Board of Directors for any reason other than death, total disability or retirement, (A) any portion of that director’s Automatic Director Options that are not then exercisable will automatically terminate, and (B) any portion of such director’s Automatic Director Options that are then exercisable will remain exercisable for two years after the date such director ceases to be a member of the Board of Directors or until the end of the stated term of such option, whichever occurs first. If an outside director ceases to be a member of the Board of Directors because of death or total disability (as determined by the Committee), then all of such director’s Automatic Director Options shall become immediately exercisable and may be exercised for two years after the date such director ceases to be a member of the Board of Directors or until the end of the stated term of such option, whichever occurs first. If an outside director ceases to be a

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member of the Board of Directors because such director retires on or after age 65 and after 10 or more years of service on the Board of Directors, then all of such director’s Automatic Director Options shall become immediately exercisable and may be exercised for five years after the date of retirement or until the end of the stated term of such option, whichever occurs first.

Restricted Stock Awards or RSUs

The Compensation Committee may grant restricted stock or RSUs to a participant. Restricted stock and RSUs are nontransferable and will have an established restriction period that may differ for each participant and with respect to all or any portion of the same Award. Participants are entitled to all dividend and voting rights with respect to restricted stock. A participant will have no stock ownership interest as a result of being granted RSUs, but may, in the discretion of the Compensation Committee, receive dividend equivalents on such units. The Compensation Committee may make performance-based restricted stock or RSU awards that condition release of the restrictions on the attainment of one or more performance goals during the restricted period in addition to or in lieu of conditioning the release of restrictions on the continued employment of the participant. The performance goals applicable to a performance-based restricted stock or RSU award must be based on the same criteria as are applicable to Performance Shares permitted under the Plan. Accordingly, the standards must be based upon free cash flow, cash flow return on investment, stock price, market share, sales, revenues, earnings per share, return on equity, total shareholder return, costs, net income, working capital turnover, inventory or receivable turnover and/or margins of our company, or any of our subsidiaries, divisions or units. The Compensation Committee, in its discretion, will establish the specific targets and other details of any performance goals. A performance goal must, however, be objective so that a third party with knowledge of the relevant facts could determine whether the goal has been attained. The performance goals applicable to a performance-based restricted stock or RSU award must be established by the Compensation Committee in writing on or before the date the award is made and while the outcome of the performance goals is substantially uncertain. Unless otherwise determined by the Compensation Committee in the case of a participant who dies or becomes permanently disabled, the restrictions applicable to performance-based restricted stock or RSU awards will lapse only after attainment of the performance goals during the restricted period and written certification by the Compensation Committee that the performance goals and any other material term of the award have been attained or satisfied. If the performance goal has not been attained by the end of the restricted period, the performance-based restricted stock or RSUs will be forfeited. At the expiration of the restriction period, (A) with respect to restricted stock, the Company will deliver stock certificates to the participant or the legal representative of the participant’s estate or, if the shares were previously issued with a legend, the Company will reissue certificates without the legend, and (B) with respect to RSUs, the Company will pay a participant an amount equal to the fair market value of that number of shares to which such RSU relates. In the discretion of the Compensation Committee, the amount paid with respect to an RSU may be paid in cash, common stock, other property or any combination thereof and may be paid in a lump sum or in installments, currently or on a deferred basis with provision for the payment or crediting of a dividend equivalent or a reasonable rate of interest on installment or deferred payment; provided, however, that the amount of cash and the value of any other property paid to a participant during any calendar year in settlement of a performance-based RSU may not exceed $1,000,000.

Performance Shares

The Compensation Committee may grant to a participant the right to obtain Performance Shares. Unless otherwise determined by the Compensation Committee, rights to obtain Performance Shares are nontransferable. A participant’s right to obtain Performance Shares will be subject to the attainment of one or more pre-established performance goals over a performance period prescribed by the Compensation Committee. The performance goal will be established in writing no later than the earlier of 90 days after the start of a performance period or expiration of the first 25% of the performance period and while the outcome of the performance goal is substantially uncertain. The performance goals must be based on the following business criteria: free cash flow, cash flow return on investment, stock price, market share, sales, revenues, earnings per share, return on equity, total shareholder return, costs, net income, working capital turnover, inventory or receivable turnover and/or

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margins of our company, or any of our subsidiaries, divisions or units. The Compensation Committee, in its discretion, will establish the specific targets and other details of the performance goal. A performance goal must, however, be objective so that a third party with knowledge of the relevant facts could determine whether the goal has been attained. The performance goal must prescribe an objective formula or standard under which a third party could compute the number of Performance Shares issuable to a participant. Unless otherwise determined by the Compensation Committee in the case of a participant who dies or becomes permanently disabled, the Performance Shares will be issued to a participant only after the expiration of the performance period and the Compensation Committee has certified in writing that the performance goal and any other material terms of the Award have been satisfied. No participant will have the rights of a shareholder with respect to Performance Shares until their actual issuance. In the discretion of the Compensation Committee, (A) a participant may defer the receipt of a performance share until a later time, and (B) all or any portion of a performance share Award may be settled by payment of cash or other property in an amount not to exceed $1,000,000.

Other Stock Based Awards

The Compensation Committee may grant participants other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of common stock as are deemed by the Compensation Committee, in its discretion, to be consistent with the purpose of the Plan, provided that such grants must comply with applicable law. Without limitation, the Compensation Committee may permit a participant to make a current, outright purchase of common stock, which shares may or may not be subject to any restrictions or conditions, for a price equal to, less than or greater than the then fair market value of the common stock, with the price payable by the participant in such form and manner and at such time as determined by the Compensation Committee in its discretion.

Federal Income Tax Consequences

The rules governing the tax treatment of Options, SARs, restricted stock awards, RSUs, Performance Shares and Other Stock-Based Awards, including treatment of stock acquired upon the exercise of an Option or SAR, and the receipt or release from restriction of Performance Shares or other shares, are quite technical. Therefore, the description of the tax consequences set forth below is necessarily general in nature and does not purport to be complete. Moreover, the statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. Finally, the tax consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws.

Incentive options granted pursuant to the Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. If the participant makes no disposition of the shares acquired pursuant to exercise of an incentive option within one year after the transfer of shares to such participant and within two years from the grant of the option, the participant will realize no taxable income as a result of the grant or exercise of such option, and any gain or loss that is subsequently realized may be treated as long-term capital gain or loss, as the case may be. Under these circumstances, the Company will not be entitled to a deduction for federal income tax purposes with respect to either the issuance of such incentive options or the transfer of shares upon their exercise.

If shares subject to incentive options are disposed of prior to the expiration of the above time periods, the participant will recognize ordinary income in the year in which the disqualifying disposition occurs, the amount of which will generally be the lesser of (i) the excess of the market value of the shares on the date of exercise over the option price, or (ii) the gain recognized on such disposition. In general, such amount will be deductible by the Company for federal income tax purposes in the same year, as long as the amount constitutes reasonable compensation. In addition, the excess, if any, of the amount realized on a disqualifying disposition over the market value of the shares on the date of exercise will be treated as capital gain.

A participant who acquires shares by exercise of a nonqualified option generally realizes, as taxable ordinary income at the time of exercise, the difference between the exercise price and the fair market value of the

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shares. In general, such amount will be deductible by the Company in the same year, provided that the amount constitutes reasonable compensation and the Company satisfies certain federal income tax withholding requirements. Subsequent appreciation or decline in the value of the shares on the sale or other disposition of the shares will generally be treated as capital gain or loss.

A participant generally will recognize ordinary income upon the exercise of a stock appreciation right in an amount equal to the amount of cash received and the fair market value of any shares received at the time of exercise, plus the amount of any taxes withheld. Such amount will ordinarily be deductible by the Company in the same year as long as the amounts constitute reasonable compensation and the Company satisfies certain federal income tax withholding requirements.

A participant who is granted a restricted stock award under the Plan is not required to include the value of such shares in ordinary income until the first time such participant’s rights in the shares are transferable or are not subject to substantial risk of forfeiture, whichever occurs earlier, unless such participant timely files an election under Section 83(b) of the Code to be taxed on the receipt of the shares. A participant who is granted RSUs under the Plan is not required to include the value of such RSUs in ordinary income until such time the value of the RSUs is paid to the participant in cash or stock. In the case of either restricted stock or RSUs, the amount of such income will be equal to the fair market value of the shares or RSUs at the time the income is recognized. The Company will ordinarily be entitled to a deduction, in the amount of the ordinary income recognized by the participant, at the same time the participant recognizes such income, as long as the amount constitutes reasonable compensation and the Company satisfies certain federal income tax withholding requirements.

A participant who is granted a performance share Award will generally not recognize any income upon the grant of the Award. The participant will generally recognize as ordinary income the fair market value of the shares transferred upon receipt of the shares by the participant after the completion of the performance period and the attainment of the performance goal, and the Company will generally be entitled to a deduction equal to the fair market value of the shares transferred to the participant at that time as long as the amount constitutes reasonable compensation and the Company satisfies certain federal income tax withholding requirements.

A participant who is permitted to make an outright purchase of unrestricted common stock will recognize ordinary income at the time of purchase if and to the extent the purchase price is less than the fair market value of the common stock on the date of purchase. A participant who is permitted to make an outright purchase of restricted common stock, depending on the nature of the restrictions, will recognize ordinary income at the time the restrictions lapse if and to the extent the then value of the common stock exceeds the price paid by the participant, unless the participant makes an election under Section 83(b) of the Code to measure and recognize any income at the time of purchase. The Company will be entitled to a corresponding deduction equal to the amount of any ordinary income recognized by a participant who makes an outright purchase of common stock, at the time the participant recognizes the ordinary income, provided that such amount constitutes reasonable compensation and the Company satisfies certain federal income tax withholding requirements.

Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to certain covered employees in a taxable year to the extent such compensation exceeds $1,000,000. For this purpose, a covered employee means the Company’s principal executive officer and the Company’s three highest compensated officers (other than the principal executive officer and the principal financial officer). It is possible that compensation attributable to Awards under the Plan to a covered employee, when combined with all other types of compensation received by the covered employee from the Company, may cause this limitation to be exceeded in any particular year. Certain types of compensation, however, including so-called “performance-based compensation,” are disregarded for purposes of the deduction limitation. Compensation attributable to stock options and SARs awarded under the Plan that have an exercise price or base amount not less than the fair market value of the common stock on the grant date should qualify as performance-based compensation under

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the Plan. Compensation attributable to Performance Shares, performance-based restricted stock awards and performance-based RSUs has also been structured to qualify for the performance-based compensation exclusion to the $1,000,000 deduction limitation.

Withholding Payments

If, upon the grant, exercise, release of restrictions or settlement of or in respect of an Award, or upon any other event or transaction under or relating to the Plan, the Company must pay amounts for federal income or employment tax withholding, in the Compensation Committee’s discretion, either the Company will appropriately reduce the amount of stock, cash or other property to be paid to the participant or the participant must pay such amount to the Company to enable the Company to pay, or reimburse the Company for paying, such income or employment tax withholding. The Compensation Committee may, in its discretion, permit the participant to satisfy such withholding obligations (i) by, in whole or in part, electing to reduce the number of shares of common stock delivered or deliverable by the Company in respect of an Award, (ii) by electing to tender common stock back to the Company subsequent to receipt of such shares in respect of an Award, (iii) in the case of a Regulation T Stock Option Exercise, by irrevocably instructing the stock broker to promptly deliver (in addition to the option price) an amount equal to such withholding tax from the proceeds of the stock broker’s sale of or loan against some or all of the shares, or (iv) if the Company has a stock repurchase program in effect, by requesting that the Company repurchase (and retain the repurchase price of) that number of shares issuable or issued under the Plan having a then fair market value equal to the amount of withholding tax due. The Company also may withhold the amount of such taxes from any other sums or property due or to become due to the participant. The Company may also defer issuance of shares under the Plan until payment by the participant to the Company of the amount of any such tax. The Compensation Committee may make such other arrangements with respect to income or employment tax withholding as it may determine.

Section 409A

Section 409A, added to the Code at the end of 2004 by the American Job Creation Act of 2004, makes significant changes to the historic tax treatment of certain types of deferred compensation. Failure to comply with the requirements of Section 409A of the Code could result in current income of amounts otherwise deferred, along with interest and a significant tax penalty. Certain types of equity-based compensation are exempt from Section 409A. We intend to operate the Plan so that all grants under the Plan are exempt from or comply with Section 409A. The tax discussion above assumes that the Plan is in fact operating in this manner.

The foregoing general tax discussion is intended for the information of shareholders considering how to vote with respect to this proposal and not as tax guidance to participants in the Plan. Different tax rules may apply to specific participants and transactions under the Plan.

Accounting Treatment

Under FASB Statement No. 123 (revised 2004), Share-Based Payment (“FAS 123R”), the Company is required to measure the cost of employee services received in exchange for share-based payments, including stock options, SARs, restricted stock awards and RSUs, in the financial statements based on the grant-date fair value of the award. For purposes of determining the amount of compensation costs to be recognized, the fair value of an award at its grant date is estimated using various factors and assumptions that include the exercise price of the awards, the market price of the underlying common stock, the expected term of the award, expected volatility of the Company’s stock and other factors. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award (the “vesting” period). No compensation cost is recognized if the employee does not render the requisite service and, therefore, such options are forfeited prior to their vesting.

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As a result of an amendment to the 2006 Plan on March 30, 2011, the total number of shares of common stock issuable under the 2006 Plan were reduced by 1,400,000 shares from 3,600,000 shares to 2,200,000 shares. Consequently, the following table provides information as of May 16, 2011, with respect to our shares of common stock that may be issued under our existing equity compensation plans:

Of the 158,751 shares remaining available for future issuance under equity compensation plans as of May 16, 2011, only 106,027 may be issued in the form of Full Value Awards. With respect to the outstanding options as of May 16, 2011, the weighted average remaining exercise period is 6 years.

New Plan Benefits

All executive officers, non-executive directors, non-executive officers and employees who are deemed to be “key employees” under the Plan will be eligible for Awards under the Plan. In addition, each current outside director is eligible to receive Automatic Director Options under the Plan. Consequently, each current director and each current executive officer has a personal interest in the approval of the Plan. If the Plan is approved, the benefit and number of shares to be issued to the executive officers, directors, non-executive officers and other employees cannot be determined at this time because Awards have not been determined or granted under the Plan and are not determinable using an objective formula. Similarly, the benefits or amounts that would have been awarded to executive officers, directors, non-executive officers and employees during the fiscal year ending December 31, 2010, if the Plan had been in effect, are not determinable.

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Vote Required

The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to approve the Amerigon Incorporated 2011 Equity Incentive Plan. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends a vote FOR the proposal to approve the Amerigon Incorporated 2011 Equity Incentive Plan.

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BOARD OF DIRECTORS

All directors are elected annually and serve a one-year term until the next annual meeting. Each of the nominees has consented to serve as a director if elected; however, if any nominee is unable or declines to serve, which we do not expect to happen, proxy holders shall vote the proxies in accordance with their best judgment for another qualified nominee. If any of the nominees become unavailable to stand for re-election at the Annual Meeting, the Board of Directors may designate a substitute and proxies not withholding votes for the original nominee will be cast for the substitute. Proxies may not be voted for a greater number of persons to the Board of Directors than the number of nominees named herein. Each of the nominees are current members of the Board of Directors. The following table sets forth certain information regarding the seven nominees for election to the Board of Directors for one-year terms.

Nominees for Election to the Board of Directors

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Qualifications of Directors

Below is a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each of our directors should be nominated for re-election at this time. We believe that our

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directors, as a whole, have an appropriate balance of knowledge, experience, skills and expertise required for our Board of Directors. We believe that our directors have a broad range of personal characteristics, including leadership, management, technological and financial experience, and the ability to act with integrity using sound judgment. We also believe that our directors provide leadership to management and are willing to commit the requisite time for preparation and attendance at Board and committee meetings.

Dr. Bell founded our Company and previously served as its Chief Executive Officer and President; consequently, he is very familiar with the operations of our business. Dr. Bell is also a leading scientist in the field of thermoelectrics. His technical knowledge is key to our development of new materials, products and processes. He also has extensive experience in working with governmental agencies, historically one of the key sources of funding for our research and development subsidiary, BSST LLC, which Dr. Bell led as its President from 2000 until 2010.

Mr. Castaing’s distinguished career in the automotive industry has given him extensive experience in what is currently our most important customer market. During his tenure at some of the world’s largest automobile manufacturers, Mr. Castaing developed leadership, strategic planning and organizational skills that benefit the Company. In addition, his technical background allows him to understand the Company’s operations and assist in problem solving.

Mr. Coker has served as our President and Chief Executive Officer since 2003 after first joining Amerigon as Vice President of Sales and Marketing in 1996. As a result, Mr. Coker has extensive knowledge of the day-to-day operations of our business. Mr. Coker’s engineering background allows him to fully understand and manage our business. His experience as our highest ranked officer, coupled with the managerial positions he previously held in other automotive-related companies, has given Mr. Coker industry insight, leadership skills and executive management skills key to our Company’s performance.

Mr. Devine has held senior executive positions at both General Motors and Ford Motor Company in the area of finance. Having served at various times as the Chief Financial Officer of both automakers, he has extensive expertise in the areas of finance, strategic planning and management. Mr. Devine’s finance background makes him an important member of our Audit Committee. His extensive experience in the automotive industry, including his current experience as Chief Executive Officer of a major automotive supplier, makes him an important part of our Board.

Mr. Gunderson has significant financial and managerial experience stemming from his background as a venture capitalist. He has significant experience investing in growth industries, similar to the Company’s investment in new thermoelectric technologies. Mr. Gunderson sits as a director for several energy and materials-related companies and brings important leadership and governance skills to the Board. He also has an engineering background which helps him better understand the Company’s business and operations.

Mr. Marx, our Chairman of the Board, previously served as our Interim Chief Executive Officer. As a result, he is very familiar with the Company’s business. Mr. Marx’s experience as a senior executive at other automotive-related companies, including Ford Motor Company, has given him relevant industry, managerial and strategic planning expertise key to our Company’s success. He also has financial experience and skills obtained and developed while serving our and other automotive-related companies that make him a valuable member of our Audit Committee.

Mr. Paulsen has extensive global automotive expertise resulting from the positions he held at Ford Motor Company, including as the President of Ford’s China operations. Asia is an important market to the Company and thus Mr. Paulsen’s experiences in China add value to the Board. Mr. Paulsen also has extensive supervisory, organizational and human resources skills based on his prior experiences in managerial positions.

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EXECUTIVE OFFICERS

Daniel R. Coker , 58, was appointed President and Chief Executive Officer in March 2003. He was appointed to the Board of Directors in February, 2007. Mr. Coker also served on the Company’s Board of Directors from 2003 to 2004. Additional information concerning Mr. Coker can be found above under the heading “Board of Directors.”

Barry G. Steele , 40, was appointed Vice President Finance and Chief Financial Officer in 2004 and Secretary and Treasurer in 2005. Prior to joining Amerigon, Mr. Steele worked since 1997 in a number of senior financial management positions, including as Chief Financial Officer for Advanced Accessory Systems, LLC, a global supplier of specialty accessories to the automotive industry. Prior to 1997, Mr. Steele worked in the public accounting profession. Mr. Steele received a bachelor’s degree from Hillsdale College in 1992.

James L. Mertes , 58, has served as Vice President of Quality and Operations since 1994. He joined the Company in 1993 as Vice President of Quality. Prior to 1993, Mr. Mertes was Director of Quality at TRW Sensor Operations, a unit of TRW Inc.

Daniel J. Pace , 59, has served as Vice President of Sales and Marketing since 2003. He joined the Company in 1996 as National Sales Manager. Prior to 1996, Mr. Pace was Program Manager at Leckie & Associates, a Michigan based manufacturers’ representative agency.

Stephen C. Davis , 57, was appointed Vice-President of Engineering and Product Development in May, 2010. He joined the Company in 2009 as the Senior Vice President, Operations of BSST. Prior to that date, he worked for Visteon Corporation from 2005 as Director of Climate Control Systems. Prior to 2005, Mr. Davis held other senior engineering positions at Visteon Corporation and Ford Motor Company.

Officers of the Company serve at the pleasure of the Board of Directors.

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CORPORATE GOVERNANCE INFORMATION

Board Meetings and Attendance by Directors

During 2010, four regular meetings and four special meetings of the Board of Directors were held. The Board of Directors also acted by unanimous written consent from time to time. Each director attended 75% or more of the total number of Board of Directors’ meetings and 75% or more of the total number of meetings held by all committees on which he served.

Annual Meeting of Shareholders and Attendance by Directors

The Board of Directors has adopted the following policy with regard to director attendance at annual meetings:

Members of the Board of Directors are strongly encouraged to attend the Company’s annual meeting of shareholders in person. If attendance in person is not possible, members of the Board of Directors are strongly encouraged to attend the Company’s annual meeting of shareholders via telephone or similar communication equipment. The Board of Directors will use reasonable efforts to schedule the annual meeting of shareholders on such a date so as to maximize the attendance of its members.

At the 2010 Annual Meeting of Shareholders, all seven then-current Board members were in attendance either in person or by telephone.

Independence of the Board of Directors

Upon consideration of the criteria and requirements regarding director independence set forth in rules promulgated by Nasdaq, the Board of Directors has determined that, upon election of the above nominees for director, a majority of the members of the Board of Directors will be “independent directors” as such term is defined in Nasdaq listing requirements. Specifically, the Board of Directors has determined that Messrs. Castaing, Devine, Gunderson, Marx and Paulsen each meet such criteria and requirements. The foregoing directors are sometimes referred to herein as the “Independent Directors.”

The Independent Directors meet in a separate executive session immediately following each regular meeting of the Board of Directors or, if such a meeting is not possible, then within a reasonable period of time thereafter. In addition, the Independent Directors hold additional meetings periodically as deemed necessary or appropriate.

Nominating Committee

The Board of Directors has established a Nominating Committee, which consists of five directors, Messrs. Castaing, Devine, Gunderson, Marx and Paulsen. All members of the Nominating Committee are Independent Directors and all members participated in determining this year’s nominees for election to the Board of Directors at the only meeting of the Nominating Committee held during the year. All nominees for election to the Board of Directors are current members of the Board of Directors and are standing for re-election.

The Board of Directors has adopted a written charter for the Nominating Committee, a current copy of which is available to shareholders at the Company’s website, at www.amerigon.com under the link “About”; a copy may also be obtained free of charge by delivering written request to: Barry G. Steele, Secretary of Amerigon Incorporated, 21680 Haggerty Road, Suite 101, Northville, Michigan 48167.

The Board of Directors has determined it is important that the Company, as a relatively small yet very technically-oriented company, have, as directors, individuals that have sufficient technological experience in the industry in which the Company operates. Because the number of shareholders of the Company is relatively small, and the above qualifications are sufficiently specific, the Board of Directors has determined that no formal policy

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is necessary with regard to the consideration of any director candidates recommended by shareholders; notwithstanding the absence of such a formal policy, the Board of Directors is willing to accept recommendations from shareholders of director candidates. Shareholders interested in nominating director candidates must comply with the procedures outlined in the section below entitled “Security Holder Communication to the Board of Directors.”

The Nominating Committee will consider all nominees for director positions proposed by shareholders, management or other directors in the same manner. The Nominating Committee will select from the list of such proposed candidates for additional review those candidates it considers to be qualified. A person’s automotive industry experience, contacts in the automobile industry, judgment, technical expertise, financial expertise, independence and understanding of Amerigon’s business are all qualifications considered to be desirable by the Nominating Committee. The Nominating Committee may, if they so choose, discuss such candidates with the full Board of Directors for additional input. The Nominating Committee then will decide whether to invite the candidate to be a nominee for election to the Board of Directors. During 2010, no recommendations for nominees for director positions were received by the Nominating Committee from shareholders.

The Nominating Committee considers the needs for the Board of Directors as a whole when identifying and evaluating nominees and, among other things, considers diversity in background, age, experience, qualifications, attributes and skills in identifying nominees, although it does not have a formal policy regarding the consideration of diversity. See “Qualifications of Directors” above for a description of the diverse qualifications of our current directors.

Security Holder Communication to the Board of Directors

Shareholders wishing to send communications directly to the Board of Directors or to a specific member of the Board of Directors are asked to send such communications via U.S. Mail to the attention of Barry G. Steele, Secretary of Amerigon Incorporated, 21680 Haggerty Road, Suite 101, Northville, Michigan 48167. Shareholders sending such communications should clearly mark the item as intended for delivery to the Board of Directors or to a specific member of the Board of Directors of Amerigon. Mr. Steele has been instructed by the Board of Directors to screen each communication so received only for the limited purposes of ascertaining (1) whether such communication is indeed from a shareholder and (2) whether such communication relates to Amerigon. Mr. Steele will promptly forward copies of all such communications that pass his limited screening to each member of the Board of Directors, in the case of communications to the entire Board of Directors, or to the particular member addressee. Delivery by Mr. Steele will be completed by mail, facsimile or e-mail, as Mr. Steele determines appropriate.

If a shareholder’s communication to the Board of Directors involves or concerns Mr. Steele, or if a shareholder has another appropriate reason for communicating to the Board of Directors through a means other than through Mr. Steele, such shareholders are asked to send such communications via U.S. Mail to the attention of either Daniel R. Coker, President of Amerigon Incorporated, or Oscar B. Marx, III, Chairman of Amerigon Incorporated, 21680 Haggerty Road, Suite 101, Northville, Michigan 48167. Any such communication to Mr. Coker or Mr. Marx should clearly state that it is a shareholder communication and should clearly state the reason it was not delivered to Mr. Steele for further delivery to the Board of Directors.

Board Leadership Structure and Role in Risk Oversight

The Board of Directors has concluded that the role of Chairman of the Board should be separate from that of Chief Executive Officer. The Chairman of the Board presides at all Board and shareholder meetings and the Chief Executive Officer reports to the entire Board of Directors. We believe that, by separating these positions, the Board of Directors can provide better oversight of risks, including credit, liquidity and operational risks, faced by the Company. The Board of Directors establishes policy, adopts financial plans, approves significant changes to operational activities and provides general oversight of the business. The Chief Executive Officer is

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responsible for day-to-day operations and implementing the strategies approved by the Board of Directors. Other key executive officers, including the Chief Financial Officer, report either regularly or periodically to the Board of Directors.

The Board of Directors’ risk oversight is administered primarily though the following:

Audit Committee

An Audit Committee has been established by the Board of Directors in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee is currently comprised of Independent Directors Castaing, Devine and Marx. Mr. Devine is the current Chairman of the Audit Committee. The Audit Committee held four meetings during 2010.

The Audit Committee represents the Board of Directors in discharging its responsibility relating to the accounting, reporting, and financial practices of the Company and has general responsibility for surveillance of internal controls and accounting and audit activities of the Company.

The Board of Directors has adopted a written charter for the Audit Committee, a current copy of which is available to shareholders on the Company’s website at www.amerigon.com under the link “About”; a copy may also be obtained free of charge by delivering written request to: Barry G. Steele, Secretary of Amerigon Incorporated, 21680 Haggerty Road, Suite 101, Northville, Michigan 48167.

Under Nasdaq listing requirements, listed companies must have audit committees comprised of at least three members who meet a heightened standard of independence. Upon consideration of the criteria and requirements regarding such heightened standard of independence, the Board of Directors has determined that all three current members of the Audit Committee do currently meet such criteria and requirements and are or were “independent” for such purposes.

The Board of Directors has also reviewed the experience, qualifications and skills of each member of the Audit Committee and determined that Mr. Devine, (who, as noted above, meets the Nasdaq heightened standard of independence for audit committee purposes and who is currently the Chairman of the Audit Committee) is an “audit committee financial expert,” as such term is used in Item 401 of Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Mr. Devine’s experience that qualifies him as an audit committee financial expert includes his previous experience as the Vice Chairman and Chief Financial Officer of General Motors and as the Executive Vice President and Chief Financial Officer of Ford Motor Company. He also held, until April 2011, the position of Interim Chief Executive Officer of Dana Holding Corporation. The Board of Directors has determined that Mr. Marx (who meets the Nasdaq heightened standard of independence for audit committee purposes) also qualifies as an audit committee financial expert. Mr. Marx’s experience that qualifies him as an audit committee financial expert includes his experience as the Chief Executive Officer of a major automotive industry supplier and his experience as Vice-President of Ford Motor Company’s Automotive Components Group, and his recent experience as the President and Chief Executive Officer of a private investment firm.

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Compensation Committee

The Company’s Compensation Committee is responsible for evaluating the Chief Executive Officer’s and all other executive officers’ performance, including with respect to established goals and objectives, and making recommendations to the Board of Directors concerning all direct and indirect compensation, benefits and perquisites (cash and non-cash) for the executive officers based on such evaluation. The Company’s Compensation Committee is currently comprised of two Independent Directors, Messrs. Gunderson and Paulsen. The Compensation Committee held three meetings during 2010.

The Board of Directors has adopted a written charter for the Compensation Committee, a current copy of which is available to shareholders on the Company’s website at www.amerigon.com under the link “About”; a copy may also be obtained free of charge by delivering written request to: Barry G. Steele, Secretary of Amerigon Incorporated, 21680 Haggerty Road, Suite 101, Northville, Michigan 48167.

The Compensation Committee may delegate any of its responsibilities to subcommittees as the Compensation Committee deems appropriate. The Committee has the authority to retain compensation consultants to assist in the evaluation of compensation, and has the sole authority to retain and terminate such firms and to approve their fees and other retention terms. The Compensation Committee also has authority to retain other advisors. Consultants and advisors were retained by the Compensation Committee during 2010 for the purpose of supplying compensation survey data, but not for the purpose of determining or recommending the amount or form of compensation for our directors or executive officers and no additional services, unrelated to the purpose of such consultation, were provided by any such consultants or advisors to the Company.

Proposals regarding compensation of executive officers and directors (including recommending bonus formulas and plans, performance measures, compensation and award levels, and payout amounts) are generally made by management after review by the Chairman of the Board. The Company’s Chief Executive Officer generally prepares materials and agendas for Compensation Committee meetings, attends the meetings and keeps the minutes of the meetings, but is excused from the meetings when his presence is deemed inappropriate by the Compensation Committee. The Chief Executive Officer is not present during voting or deliberations regarding his compensation.

In evaluating proposals regarding compensation, the Compensation Committee relies primarily on its members’ review of information from various publications and hired consultants, their extensive experience with compensation practices in other businesses, information included in proxy statements of similar companies with comparable market capitalization and comparable revenues, and its members’ subjective review of the reasonableness and fairness of proposed compensation in light of all relevant circumstances.