Shareholders at Research Frontiers (NASDAQ: REFR) back pay plan and auditors

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Research Frontiers Incorporated reported the results of its Annual Meeting of Stockholders, where a total of 20,531,148 shares were voted on several proposals. Stockholders elected Darryl Daigle as a Class III director, with 6,614,329 shares in favor and 1,948,760 shares withheld, plus 11,968,059 broker non-votes.

They ratified CohnReznick LLP as independent registered accountants for the year ending December 31, 2026, with 19,445,284 shares for, 876,166 against, and 209,698 abstentions. A non-binding advisory vote approved executive compensation with 7,016,800 shares for and 1,353,117 against, and stockholders favored holding the advisory compensation vote every one year, supported by 6,575,519 shares.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total shares voted: 20,531,148 shares Director election votes for: 6,614,329 shares Director election withheld: 1,948,760 shares +5 more

8 metrics

Total shares voted 20,531,148 shares Shares represented at the Annual Meeting of Stockholders

Director election votes for 6,614,329 shares Votes for election of Darryl Daigle as Class III director

Director election withheld 1,948,760 shares Shares withheld in director election

Broker non-votes on director election 11,968,059 shares Broker non-votes for director election proposal

Auditor ratification votes for 19,445,284 shares For ratifying CohnReznick LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 876,166 shares Against ratifying CohnReznick LLP

Say-on-pay votes for 7,016,800 shares For non-binding approval of executive compensation

Annual frequency votes 6,575,519 shares Shares favoring one-year frequency for advisory say-on-pay vote

Key Terms

Broker Non-Votes, independent registered accountants, non-binding vote, executive compensation, +1 more

5 terms

Broker Non-Votes financial

"11,968,059 shares were Broker Non-Votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered accountants financial

"appointment of CohnReznick LLP as independent registered accountants of the Company"

non-binding vote financial

"For the non-binding vote approving the Company’s executive compensation"

A non-binding vote is an advisory vote where shareholders or stakeholders express their opinion on a proposal without creating a legal obligation for the board or management to follow the result. It matters to investors because the outcome acts like a public opinion poll—informing market participants about shareholder sentiment and often influencing future corporate decisions, governance changes, or investor confidence even though it does not force action.

executive compensation financial

"For the non-binding vote approving the Company’s executive compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

frequency of stockholder advisory votes financial

"For the non-binding vote approving the frequency of stockholder advisory votes on the Company’s executive compensation"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/12/2026 - 06:04 AM Accepted by SEC EDGAR 06/12/2026 - 06:02 AM

FAQ

What did Research Frontiers (REFR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing a Class III director, ratifying the independent accountants, approving executive compensation, and choosing how often to hold advisory votes on pay. Each proposal received detailed support, opposition, abstention, and broker non-vote tallies in shares.

How did Research Frontiers (REFR) shareholders vote on the director election?

For Darryl Daigle’s election as a Class III director, 6,614,329 shares were voted in favor and 1,948,760 shares were withheld. There were also 11,968,059 broker non-votes, which are not counted as votes for or against the nominee.

Did Research Frontiers (REFR) shareholders approve the company’s executive compensation?

In the non-binding advisory vote on executive compensation, 7,016,800 shares supported the program and 1,353,117 shares opposed it. Another 193,172 shares abstained, and 11,968,059 were broker non-votes, meaning they were present but not cast on this proposal.

What audit firm did Research Frontiers (REFR) shareholders ratify for 2026?

Shareholders ratified CohnReznick LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 19,445,284 shares in favor, 876,166 shares against, and 209,698 shares abstaining from the ratification decision.

How often will Research Frontiers (REFR) hold advisory votes on executive pay?

In the frequency vote, 6,575,519 shares favored an annual advisory vote on executive compensation, 121,984 preferred a two-year cycle, and 1,797,223 preferred three years. There were 68,363 abstentions and 11,968,059 broker non-votes on this frequency question.

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.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents