UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2011
VICON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| New York | 1-7939 | 11-2160665 |
(State of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 89 Arkay Drive, Hauppauge, New York | 11788 |
| (Address of Principal Executive Offices) | (Zip Code) |
(631) 952-2288
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS
On May 18, 2011, the Company’s Board of Directors approved an increase in the number of directors from five to six members and appointed Mr. Julian A. Tiedemann to the Board for a term expiring in 2013. Mr. Tiedemann was recommended to the Board by Anita G. Zucker as Trustee of The Article 6 Marital Trust, which owned approximately 10.7% of the Company’s common stock at March 15, 2011. Mr. Tiedemann serves as the Executive Vice President and Chief Operating Officer of The InterTech Group, Inc., for which Ms. Zucker acts as its Chairperson and Chief Executive Officer. Mr. Tiedemann is expected to serve on the Company’s Audit and Compensation Committees of the Board.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 18, 2011, Vicon Industries, Inc. (“the Company”) held its Annual Meeting of Shareholders. The matters voted upon and results of the vote were as follows:
PROPOSAL 1. ELECTION OF TWO DIRECTORS
The holders of common stock of the Company elected Kenneth M. Darby and Arthur D. Roche to serve for a three-year term expiring at the 2014 Annual Meeting of Shareholders. The voting results for nominees to the Board of Directors were as follows:
Nominee For Withheld Broker Non-Votes
Kenneth M. Darby 2,831,104 16,141 827,897
Arthur D. Roche 2,822,518 24,727 827,897
Brian Cassady 493,205 - -
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The holders of common stock of the Company ratified the appointment of BDO Seidman, LLP as the Company’s independent registered public accountants for the fiscal year ending September 30, 2011 by the following count:
For Against Abstain
4,135,613 5,533 27,201
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 24, 2011
| VICON INDUSTRIES, INC. |
| By: /s/ John M. Badke |
| John M. Badke |
| Senior Vice President, Finance and |
Chief Financial Officer |