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 23, 2013
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))
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 23, 2013, 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 W. Gregory Robertson and David W. Wright to serve for a three-year term expiring at the 2016 Annual Meeting of Shareholders. The voting results for nominees to the Board of Directors were as follows:
| Nominee | For | Withheld | Broker Non-Votes |
| W. Gregory Robertson | 3,170,858 | 23,131 | 1,103,505 |
| David W. Wright | 3,178,583 | 15,406 | 1,103,505 |
PROPOSAL 2. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION
The holders of common stock of the Company approved, on an advisory basis, the compensation of its named executive officers as disclosed in its proxy statement by the following count:
| For | Against | Abstain | Broker Non-Votes |
| 3,134,155 | 43,678 | 16,156 | 1,103,505 |
PROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The holders of common stock of the Company ratified the appointment of BDO USA, LLP as the Company's independent registered public accountants for the fiscal year ending September 30, 2013 by the following count:
| For | Against | Abstain | Broker Non-Votes |
| 4,182,127 | 23,927 | 91,440 | — |
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 23, 2013
| VICON INDUSTRIES, INC. |
| By: /s/ John M. Badke |
| John M. Badke |
| Senior Vice President, Finance and |
| Chief Financial Officer |