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): March 6, 2013

Natural Grocers by Vitamin Cottage, Inc.

(Exact name of registrant as specified in its charter)

12612 West Alameda Parkway

Lakewood, Colorado 80228

(Address of principal executive offices) (Zip Code)

(303) 986-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

o            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.

The 2013 annual meeting of stockholders (the “Annual Meeting”) of Natural Grocers by Vitamin Cottage, Inc. (the “Company”), was held on March 6, 2013 in Lakewood, Colorado. A total of 20,837,239 shares of the Company’s common stock were represented at the Annual Meeting, in person or by proxy, constituting approximately 93.13% of the outstanding shares entitled to vote at the Annual Meeting.

At the Annual Meeting, the stockholders of the Company voted on the following matters, which are described in detail in the Proxy Statement filed by the Company on January 18, 2013 (the “Proxy Statement”):

1.              to elect Richard Hallé and Elizabeth Isely as Class I directors, each to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2016 or until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal (“Proposal 1”); and

2.              to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2013 (“Proposal 2”).

The Company’s stockholders approved the nominees recommended for election in Proposal 1. Stockholders voted for directors as follows:

The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

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:  March 7, 2013

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