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 20, 2018
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.) | |
135 Fell Court, 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 November 20, 2018, 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 Mr. Saagar Govil and Mr. Aron Govil to serve for a three-year term expiring at the 2021 Annual Meeting of Shareholders. The voting results for the nominees to the Board of Directors were as follows:
Nominee | For | Withheld | Broker Non-Votes |
Mr. Saagar Govil | 9,625,077 | 1,178,341 | 3,860,667 |
Mr. Aron Govil | 9,728,640 | 1,074,778 | 3,860,667 |
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 |
9,364,605 | 1,271,713 | 167,100 | 3,860,667 |
PROPOSAL 3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The holders of common stock of the Company ratified the appointment of Wei, Wei & Co., LLP as the Company's independent registered public accountants for the fiscal year ending September 30, 2018 by the following count:
For | Against | Abstain | Broker Non-Votes |
13,513,513 | 1,150,572 | — | — |
PROPOSAL 4. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 25,000,000 TO 75,000,000 SHARES
The holders of common stock of the Company approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 25,000,000 to 75,000,000 shares by the following count:
For | Against | Abstain | Broker Non-Votes |
11,195,809 | 3,464,980 | 3,296 | — |
PROPOSAL 5. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO AUTHORIZE 5,000,000 SHARES OF "BLANK CHECK" PREFERRED STOCK
The holders of common stock of the Company approved an amendment to the Company's Certificate of Incorporation to authorize 5,000,000 shares of "blank check" preferred stock by the following count:
For | Against | Abstain | Broker Non-Votes |
8,791,451 | 2,005,991 | 5,976 | 3,860,667 |
PROPOSAL 6. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO PERMIT ACTION BY WRITTEN CONSENT OF THE SHAREHOLDERS OF THE COMPANY
The holders of common stock of the Company approved an amendment to the Company's Certificate of Incorporation to permit written consent by the requisite number of shareholders of the Company for any permitted action in lieu of holding a meeting of shareholders by the following count:
For | Against | Abstain | Broker Non-Votes |
8,907,981 | 1,885,528 | 9,909 | 3,860,667 |
PROPOSAL 7. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO PROVIDE THAT THE VOTE REQUIRED TO APPROVE A PLAN OF MERGER OR ASSET TRANSFER UNDER SECTIONS 903 AND 909 OF THE NEW YORK BUSINESS CORPORATION LAW SHALL BE A MAJORITY OF THE SHARES ENTITLED TO VOTE THEREON (THIS PROPOSAL REQUIRED THE AFFIRMATIVE VOTE OF THE HOLDERS OF TWO-THIRDS (2/3) OF THE 17,552,623 SHARES OF COMMON STOCK ISSUED AND OUTSTANDING AND ENTITLED TO VOTE)
The holders of common stock of the Company did not approve an amendment to the Company's Certificate of Incorporation to provide that the vote required to approve a plan of merger or asset transfer under Sections 903 and 909 of the New York Business Corporation Law, as applicable, shall be a majority of the shares entitled to vote thereon by the following count:
For | Against | Abstain | Broker Non-Votes |
8,984,463 | 1,805,269 | 13,686 | 3,860,667 |
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 21, 2018
VICON INDUSTRIES, INC. |
By: /s/ John M. Badke |
John M. Badke |
Chief Operating Officer and |
Chief Financial Officer |