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): November 7, 2012
VICON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| New York | 1-7939 | 11-2160665 |
| (State of Incorporation or | (Commission File Number) | (IRS Employer |
| Organization) | 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))
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ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2012, the Compensation Committee of the Board of Directors (the “Committee”) approved a performance based bonus plan for certain of the Company's officers for fiscal 2013, including among others Kenneth M. Darby (Chief Executive Officer) and John M. Badke (Chief Financial Officer), that provides a bonus pool equal to 25% of consolidated pretax earnings, subject to certain adjustments. The plan participants will share in any earned bonus pool to the extent determined by the Committee for Mr. Darby and by Mr. Darby for the other participants. In addition, a performance based bonus plan was established for Bret M. McGowan (Senior Vice President, Sales and Marketing for the Americas), whereby he could earn an amount up to $100,000 for the achievement of certain U.S. and export sales targets.
The Committee further approved discretionary bonus awards for certain of the Company's officers for fiscal 2012, including Mr. Darby who received a restricted stock grant of 15,000 shares and Mr. Badke who received a $30,000 bonus.
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: November 13, 2012
VICON INDUSTRIES, INC.
(Registrant)
By: /s/ John M. Badke
John M. Badke
Senior Vice President, Finance and
Chief Financial Officer