UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~November~~January 2014, ~~2018~~2019

VICON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

New York	~~1-7939~~	11001-~~2160665~~07939	11-2160665
(State of Incorporation or	(Commission File Number)	(IRS Employer
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
Organization)		Identification No.)

135 Fell Court, Hauppauge, New York		11788
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (631) 952-2288

(~~Registrant's~~Former Name ~~telephone~~or ~~number~~Former Address, ~~including~~If ~~area~~Changed ~~code~~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 (see General Instruction A.2. below):

[ ] 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))

Indicate by [check ~~] Soliciting~~mark ~~material~~whether ~~pursuant~~the toregistrant is an emerging growth company as defined in Rule ~~14a~~ 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~14a~~12b-122 of this chapter).

Emerging growth [company [ ] ~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

If an [emerging ~~] Pre-commencement~~growth ~~communications~~company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule 13e-4~~Section 13(ca) ~~under~~ of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ [ ]

~~ITEM~~CURRENT REPORT ~~5.07 SUBMISSION~~ON OFFORM ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~8-K

~~On November 20~~VICON INDUSTRIES, ~~2018, Vicon Industries, Inc~~INC. (“the “Company”) ~~held its Annual Meeting of Shareholders. The matters voted upon and results of the vote were as follows:~~

~~PROPOSAL~~January 14, ~~1. ELECTION OF TWO DIRECTORS~~2019

~~The~~Item 5.02 ~~holders~~– ofDeparture ~~common stock~~ of ~~the~~Directors ~~Company~~or ~~elected~~Certain ~~Mr.~~Officers; ~~Saagar~~Election ~~Govil~~of ~~and~~Directors; ~~Mr.~~Appointment ~~Aron Govil to serve for a three-year term expiring at the 2021 Annual Meeting~~ of ~~Shareholders. The~~Certain ~~voting~~Officers; ~~results~~Compensatory Arrangements ~~for the nominees to the Board~~ of ~~Directors~~Certain ~~were as follows:~~Officers.

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

(a) On January 14, 2019, Steven E. Walin and Warren J. White resigned as members of the Company’s Board of Directors and Audit Committee.

~~PROPOSAL~~The resignations ~~2. APPROVAL,~~did ONnot ANresult ~~ADVISORY~~from ~~BASIS,~~any OFdisagreement ~~EXECUTIVE~~with ~~COMPENSATION~~the Company concerning any matter relating to the Company’s operations, policies or practices.

~~The holders of common stock of~~ Following the ~~Company approved~~resignations, ~~on an advisory basis,~~ the ~~compensation~~Company ofhas ~~its~~two ~~named~~members ~~executive~~on ~~officers as disclosed in~~ its ~~proxy~~Board ~~statement~~of ~~by the following count:~~Directors.

For	Against	Abstain	Broker Non-Votes
9,364,605	1,271,713	167,100	3,860,667

SIGNATURES

~~PROPOSAL~~Pursuant to ~~3. RATIFICATION~~the OFrequirement ~~THE~~of ~~APPOINTMENT~~the OFSecurities ~~INDEPENDENT~~Exchange ~~REGISTERED~~Act ~~PUBLIC~~of ~~ACCOUNTANTS~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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:

	VICON INDUSTRIES, INC.

Date: January 14, 2019	By:	/s/ Saagar Govil
	Name:	Saagar Govil
	Title:	Chairman and Chief Executive Officer

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

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