SECURITIES AND EXCHANGE
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF
EARLIEST EVENT REPORTED): June 12, 2014
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|(STATE OR OTHER JURISDICTION||(COMMISSION FILE NUMBER)||(IRS EMPLOYER|
|OF INCORPORATION)||IDENTIFICATION NO.)|
240 CROSSWAYS PARK
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2014, the Board of Directors extended Joseph M. Harary's employment as President, Chief Executive Officer and General Counsel through December 31, 2019. As previously authorized by the Compensation Committee of the Board of Directors of Research Frontiers, Mr. Harary's base salary under his Employment Agreement is $450,000 effective January 1, 2014. The foregoing summary of Mr. Hararys amended employment agreement is qualified in its entirety by reference to the amendment to his employment agreement which is attached hereto as Exhibit 10.1B2 and is incorporated by reference herein.
On June 12, 2014 the charter for the Compensation Committee of the Board of Directors of Research Frontiers (attached as Exhibit 99.1 to this filing) was approved by the Board of Directors.
Item 5.07 Submission of Matters to a Vote of Security-Holders
The following is a summary of how the 20,548,123 shares were voted at the Annual Meeting of Stockholders of Research Frontiers Incorporated held on June 12, 2014 on the various proposals voted upon and adopted at the Annual Meeting.
For the election of Robert L. Saxe as a Class III member of the Company's Board of Directors, 6,278,632 shares voted in favor of election, 815,789 shares were withheld, and 13,453,702 shares were Broker Non-Votes.
For the ratification of the appointment of BDO USA, LLP as independent registered accountants of the Company for the fiscal year ending December 31, 2014, 19,329,455, shares were voted in favor of appointment, 269,984 shares were voted against appointment, and 948,684 shares abstained from voting.
For the non-binding vote approving the Company's executive compensation, 5,975,769 shares were voted in favor of approval, 957,287 shares were voted against approval, 161,365 shares abstained from voting, and 13,453,702 shares were Broker Non-Votes.
Item 9.01. Financial Statements and Exhibits.
10.1B2 Amendment dated June 12, 2014 to Employment Agreement by and between Research Frontiers Incorporated and Joseph M. Harary.
99.1 Charter of the Compensation Committee of Research Frontiers Incorporated.
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/ Seth L. Van Voorhees|
|By:||Seth L. Van Voorhees|
|Title:||CFO and VP, Business Development|
Dated: June 13, 2014
|June 12, 2014|
Mr. Joseph M. Harary
c/o Research Frontiers Inc.
240 Crossways Park Drive
Woodbury, NY 11797 - 2033
Dear Mr. Harary:
This letter agreement sets forth the terms of the amendment to the employment agreement between you and Research Frontiers Inc. dated as of January 1, 2009 (the “Employment Agreement”).
As previously authorized by the Compensation Committee of the Board of Directors of Research Frontiers Inc., effective January 1, 2014 your annual Base Salary under Section 4(a) of the Employment Agreement shall be $450,000.
Effective as of June 12, 2014 all references to “December 31, 2013” in the Employment Agreement shall be replaced with a reference to “December 31, 2019”.
All other terms of the Employment Agreement shall remain in effect. If this accurately reflects our agreement, please sign where indicated below.
|/s/ Robert L. Saxe|
Robert L. Saxe
|/s/ Joseph M. Harary|
|Joseph M. Harary|
CHARTER OF THE COMPENSATION COMMITTEE OF
RESEARCH FRONTIERS INCORPORATED
The Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Research Frontiers Incorporated, a Delaware corporation (the "Company"), shall have direct responsibility for the compensation of the Company's executive officers (including the Company's chief executive officer), and for incentive compensation, equity-based plans and pension plans as further provided in this Charter. For this purpose, compensation shall include:
The Compensation Committee shall consist of three or more directors, each of whom shall be "independent" in accordance with applicable law, including the rules of NASDAQ, subject to any applicable exceptions therein.
The members of the Compensation Committee shall be appointed by the Board. Members of the Compensation Committee may be removed at any time by action of the Board. The Compensation Committee's chairperson shall be appointed by the Board. The Compensation Committee's chairperson will preside at each meeting and, in consultation with the other members of the Compensation Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting.
The Compensation Committee may form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements of the NASDAQ.
If at any time the Compensation Committee includes a member who is not a "non-employee director" ("Non-Employee Director") within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), then either a subcommittee comprised entirely of individuals who are Non-Employee Directors or the Board of Directors of the Company shall approve any grants made to any individual who is subject to liability under Section 16 of the Exchange Act.
If at any time the Compensation Committee includes a member who is not an "outside director" ("Outside Director") within the meaning of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), then a subcommittee comprised entirely of two or more individuals who are Outside Directors shall approve any grants made to any individual the deductibility of whose compensation the Compensation Committee determines is or could be affected by Section 162(m) of the Code.
The Compensation Committee shall meet at least once per year, or more frequently as circumstances require. Meetings shall be called by the chairperson of the Compensation Committee or, if there is no chairperson, by a majority of the members of the Compensation Committee. Members of the Compensation Committee may participate in meetings by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation will constitute presence in person at such meeting.
IV. Authority and Responsibilities
The Compensation Committee direct responsibilities include reviewing and approving the compensation of Company's executive officers (including the Company's chief executive officer). No executive officer may be present during voting or deliberations relating to his or her compensation.
To fulfill its responsibilities, the Compensation Committee shall have the authority, in its sole discretion, to retain (or obtain the advice of) any, compensation consultant, legal counsel or other advisers (referred to collectively as advisers) to assist it in the performance of its duties, only after taking into consideration the factors specified in NASDAQ Listing Rule 5605(d)(3) or any successor provision. However, nothing in this provision requires that any advisers be independent. The Compensation Committee need not conduct this independence assessment with respect to (a) in-house legal counsel; or (b) any adviser whose role is limited to (i) consulting on any broad-based plan that does not discriminate in scope, terms, or operation in favor of executive officers or directors of the Company and that is available generally to all salaried employees; or (ii) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the adviser and about which the adviser does not provide advice. The Compensation Committee shall have direct responsibility for the appointment, compensation and oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee, and such advisers shall report directly, and be accountable, to the Compensation Committee. The Compensation Committee shall have sole authority to approve the reasonable fees and the other terms and conditions of such engagement, including authority to terminate the engagement. The Company must provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any such adviser retained by the Compensation Committee. Nothing in this provision requires the Compensation Committee to implement or act consistently with the advice or recommendations of any adviser or affects the ability or obligation of the Compensation Committee to exercise its own judgment in fulfillment of its duties.
The Compensation Committee shall: (1) r eview and reassess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Compensation Committee, (2) report regularly to the Board, and (3) perform any other activities consistent with this Charter, the Company's bylaws and governing law, as the Compensation Committee or the Board deems necessary or appropriate.
Nothing in this Charter shall preclude the Board from discussing CEO or non-CEO compensation generally or any other subject. The foregoing responsibilities and duties set forth in this Charter should serve as a guide only, with the express understanding that the Compensation Committee may carry out additional responsibilities and duties and adopt additional policies and procedures as may be necessary in light of any changing business, legislative, regulatory, legal or other conditions.
V. Disclosure of Charter
This Charter will be made available on the Company's Web site at " www.smartglass.com ".