RESEARCH FRONTIERS INC

8-K · form8-k.htm

0000793524

 2026-06-11
 2026-06-11

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 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): June 11, 2026

  

  

  

 RESEARCH
FRONTIERS INCORPORATED

 (EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

  

 delaware
 000-14893
  
 11-2103466

 (STATE
 OR OTHER JURISDICTION
  
 (COMMISSION
  
 (IRS
 EMPLOYER

 OF
 INCORPORATION)
 FILE
 NUMBER)
 IDENTIFICATION
 NO.)

  

 240
CROSSWAYS PARK DRIVE

 WOODBURY ,
 new york 11797-2033

 (ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

  

 REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 364-1902

  

 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)) [240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act

  

 Title
 of each Class
 Trading
 Symbol(s)
 Name
 of each exchange on which registered

 Common
 Stock, par value $0.0001 per share
  
 REFR
  
 The
 NASDAQ Stock Market

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☐

  

 If
an emerging growth 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 Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

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

  

 The
following is a summary of how the 20,531,148 shares were voted at the Annual Meeting of Stockholders of Research Frontiers
Incorporated (Nasdaq: REFR) held at the corporation’s headquarters on June 11, 2026 on the various proposals voted upon
and adopted at the Annual Meeting.

  

 For
the election of Darryl Daigle as a Class III member of the Company’s Board of Directors, 6,614,329 shares were voted in favor of
election; 1,948,760 shares were withheld; and 11,968,059 shares were Broker Non-Votes.

  

 For
the ratification of the appointment of CohnReznick LLP as independent registered accountants of the Company for the fiscal year ending
December 31, 2026, 19,445,284 shares were voted in favor of appointment; 876,166 shares were voted against appointment; and 209,698 shares
abstained from voting.

  

 For
the non-binding vote approving the Company’s executive compensation, 7,016,800 shares were voted in favor of approval; 1,353,117
shares were voted against approval; 193,172 shares abstained from voting; and 11,968,059 shares were Broker Non-Votes.

  

 For
the non-binding vote approving the frequency of stockholder advisory votes on the Company’s executive compensation, 1,797,223 shares
were voted in favor of a three year frequency; 121,984 shares were voted in favor of a two year frequency; 6,575,519 shares were voted
in favor of a one year frequency; 68,363 shares abstained from voting; and 11,968,059 shares were Broker Non-Votes.

  

 Item
9.01. Financial Statements and Exhibits .

  

 (c)
Exhibits.

  

 104
 Cover Page Interactive Data
 File (embedded within the Inline XBRL document)

  

  

  

  

 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.

  

  
 RESEARCH FRONTIERS INCORPORATED

  
  

  
  
 /s/
Joseph M. Harary

  
 By:
 Joseph
M. Harary

  
 Title:
 President
and CEO

  

 Dated:
June 12, 2026