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 29, 2012

VISCOUNT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

000-49746
(Commission File Number)

Nevada 88-0498181
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)

4585 Tillicum Street, Burnaby, British Columbia, Canada V5J 5K9
(Address of principal executive offices) (Zip Code)

(604) 327-9446
Issuer’s telephone number

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))


Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual general meeting of the holders of common shares of Viscount Systems Inc. held on May 29, 2012, the shareholders voted on the following matters:

1.

Fixing the Number of Directors at Five. The shareholders approved the number of directors to be fixed at five.

   

For: 27,609,205
Against: 10,468,303
Broker non-votes/Abstentions: N/A

   
2.

Election of Directors. The following nominees were elected as directors to serve until the next annual general meeting of the shareholders:


  Stephen Pineau: For: 25,544,090  
    Withheld: 362,436  
    Broker non-votes/Abstentions: N/A
       
  Robert Liscouski: For: 25,517,390  
    Withheld: 389,136  
    Broker non-votes/Abstentions: N/A
       
  Paul Goldenberg: For: 25,512,890  
    Withheld: 393,636  
    Broker non-votes/Abstentions: N/A
       
  Dennis Raefield: For: 25,512,890  
    Withheld: 393,636  
    Broker non-votes/Abstentions: N/A
       
       
  Paul Brisgone: For: 25,511,390  
    Withheld: 395,136  
    Broker non-votes/Abstentions: N/A

3.

Appointment of Auditors. The shareholders approved the appointment of Dale Matheson Carr- Hilton LaBonte LLP, Chartered Accountants as independent auditors of the Company for the year ending December 31, 2012.

   

For: 37,445,025
Withheld: 643,082
Broker non-votes/Abstentions: N/A



SIGNATURES

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.

  Viscount Systems, Inc.
Date May 29, 2012 (Registrant)
   
  /s/ Stephen Pineau
  Stephen Pineau, President